General Terms and Conditions
Article 1: General
- Under these terms and conditions, Sensileau means the company Sensileau B.V., the Sensilea Sensor Platform and all related (online) products and services.
- Customer means anyone who has concluded or wishes to enter into an agreement with Sensileau to purchase a Sensileau annual subscription or who participates in (digital) products and services organised by Sensileau.
- Application(s): databases, (online) knowledge bases, information products and/or other publications, including computer software and including online updates, which are made available online to the customer by Sensileau
- Sensileau Agreement: the agreement and/or legal relationship to enter into a paid annual subscription with regards to the online provision of Sensileau's (online) products and services, of which these terms and conditions form an integral part. The first annual subscription consists of a free trial period of one month, supplemented by a paid subscription. Changes by the customerto his/her own purchasing, delivery or other conditions are not accepted by Sensileau
- Deviations from these terms and conditions are only binding after they have been confirmed in writing by Sensileau and only apply to the assignment or agreement for which they were made.
- The customer with whom a contract has once been concluded on these terms and conditions is deemed to have agreed to the applicability of these terms and conditions to agreements concluded with Sensileau at a later date.
Article 2: Obligations
- Sensileau shall always compile the content of the (online) products and services with the greatest possible care and within the context of the agreement, the interests of the customer to the best of its knowledge and provide its services to the best of its ability and knowledge.
- Sensileau shall avoid anything that could harm the independence of applications.
Article 3: Special Offers
- All offers are made in writing with a clear description of the offer, the terms and the conditions.
- All offers are without obligation and exclusive of VAT.
- Sensileau's offers are valid for one month from the date of issue, or as much shorter or longer as specified in the offer.
- Changes to what has been agreed according to the order confirmation are only binding if the changes have been agreed in writing by both parties in the form of a supplementary clause to the original agreement
Article 4: Conclusion of Agreement
- The Sensileau Agreement is concluded if the Customer has taken out a paid annual subscription to purchase Sensileau services and has paid the annual amount for the first time. The Customer must make payment immediately after taking out a paid annual subscription.
- The first annual subscription includes a free trial period of one month, whereby the annual subscription can be cancelled within the first two weeks, free of charge and without reason.
- After payment, the customer has access to Sensileau's protected pages and receives a number of 'credits' associated with the relevant annual subscription. After purchasing one or more (online)products or services, the number of corresponding 'credits' is debited. If necessary, 'credits' can be purchased.
- The Sensileau Agreement is entered into for one year unless the parties have expressly agreed
Article 5: Execution of Agreement
- During the contract period, Sensileau is obliged to make available to the customer the (online) products and services for which an annual subscription has been concluded. The application is made available to the customer by providing log-in details with which the customer gains access to the Sensileau platform. The log-in details are personal or company-specific and may not be provided to unauthorised third parties.
- The Customer must use a web browser to use the (online) products and services.
- The Customer may allow authorised users within the organisation to use the (online) products and services during the term of the Sensileau Agreement in accordance with the provisions of the Sensileau Agreement.
- Within Sensileau, rights are assigned to the users who use the (online) products and services application on behalf of the customer. The Customer is responsible for the use and management of the user accounts for its end-users.
- Use of Sensileau is limited to the number of users stated in the Sensileau Agreement or to an otherwise agreed maximum.
- Customer may only use the application:
- for the benefit of the customer's own business activities
- Insofar as this does not lead to exploitation of the (online) products and services
- insofar as this does not threaten or arise any damage to Sensileau's legitimate interests and the normal exploitation of the (online) products and services is not endangered
- The customer is not allowed to:
- provide third parties with access to Sensileau or allow them to use the (online) products and services
- use Sensileau in a way that is prohibited by law, regulation or government regulation or decision
- violate the rights of third parties
- attempt to gain unauthorized access to Sensileau in any way.
- Insofar as technology or software from third parties is required for the use of Sensileau, the customer itself is responsible for obtaining the rights to use them under the conditions set by the relevant third party.
- If during the execution of the agreement it appears that minor changes to Sensileau are necessary, desirable or possible, Sensileau can change the execution at its own discretion without price adjustment. However, this is only permitted if the information thus amended guarantees at least an equivalent quality and the deviations are communicated to the customer. If adjustments to Sensileau are such that they must be accompanied by a price adjustment, that price adjustment
will take place in consultation between the parties.
- Sensileau will announce planned maintenance of the applications on www.sensileau.app in a timely manner.
- Sensileau is not responsible for means of communication, networks or other means necessary to enable the Customer to use the applications. Sensileau is not responsible for disruptions in the communication between the customer and the application, or damage caused by the application to the customer's resources.
Article 6: Validity Period and Extention
- Unless expressly stated otherwise, Sensileau B.V. offers subscriptions for a period of one year. The Customer can cancel the subscription at any time by the end of this term, subject to a notice period of one month.
- Termination is made in writing or by e-mail. The cancellation must be sent to the address of Sensileau B.V. The address and contact details can be found on the website www.sensileau.app.
- If the Customer does not use a service to be provided on the basis of the agreement within the period of validity of the annual subscription, then this remaining service (still to be delivered) will automatically lapse after the expiry of the validity period of the subscription, without Sensileau BV being liable for any form of refund.
- During the term of the annual subscription, it is possible to switch to another subscription, as long as it concerns an upgrade of the subscription. It is not possible to perform an interim downgrade of the Sensileau Agreement.
- The customer always enters into a new annual subscription with an upgrade. In such a case, the value of the remaining part of the current subscription is calculated and deducted from the costs for the new annual subscription.
- After the contract term of one year, it is possible to switch to another subscription type, whether it is an upgrade or a downgrade of the subscription. The customer then enters into a new annual subscription. Any remaining services (in the form of credits or otherwise) of the previous subscription remain valid with an upgrade; however, with a downgrade, the credits expire.
- Changes to the subscription type must be requested in writing at least one month before the end of the term of the annual subscription.
Article 7: Third-Party Services
- Third parties can offer their services and products within Sensileau. Sensileau does not guarantee the correctness or qualities of the services and products offered by third parties. Additional costs may be associated with the use of these services and products from third parties if the customer wishes to make optional use of them. Sensileau is not liable for the products or services and any damage resulting from their use by the customer. The content of the actions or advice of third parties has not been assessed by Sensileau for, among other things, correctness, completeness or legality
Article 8: Property Rights
- Sensileau (or its suppliers) remains the owner of the information they provide via the (online) products and services. This also applies to all intellectual property rights and software associated with the application.
- The customer is allowed, with reference to the copyright of Sensileau, to copy checklists, flow charts and the like for internal use without commercial purpose.
- External publication, disclosure, or storage in any way whatsoever of the information provided is only permitted with the prior written consent of Sensileau (or its suppliers).
- Access to the use of Sensileau by the customer does not imply a transfer of copyright or any other intellectual property right.
- In the event of infringement of the copyright of Sensileau (or its suppliers) by the customer, Sensileau may, by infringement, impose on the customer a direct and sudden fine for each violation, equal to the amount Sensileau charges in respect of the production of said documents. or claim compensation if and insofar as the damage exceeds the amount of the fines.
Article 9: Liability
- Sensileau has carefully and conscientiously processed all information and (online) products and services in accordance with the state of law and science at the time of entering the information in the applications, but Sensileau and its authors cannot guarantee for the accuracy, completeness or topicality of the information. Sensileau and its authors therefore accept no liability resulting from actions or decisions based on the information provided in the applications.
- Sensileau is not liable for damages caused by a deviation by the customer from the advice given by Sensileau.
- Sensileau is not liable for damages resulting from incorrect information provided by the customer.
- Sensileau is at all times entitled to rectify faulty information in the applications within a reasonable period - and if possible - free of charge. In the event of liability, the liability is limited to the invoice value of a subscription year at the most, whereby indirect damage such as damagescaused by delay or loss of profit or turnover is expressly excluded.
- The customer must not rely solely on the information provided in the application, but also on its own knowledge and insight, as well as on third parties engaged or to be engaged by the customer.
- Malfunctions in Sensileau cannot lead to Sensileau's liability towards the customer or thirdparties.
- The Customer is responsible for independently storing the data stored in the applications. Sensileau is therefore not responsible for the corruption or loss of stored data.
Article 10: Complaint Procedures
- The customer shall be required to inform Sensileau in writing of any complaints regarding the use of the application or the follow-up of any advice given by Sensileau within fourteen days of the customer becoming aware of the complaint or having reasonable knowledge of it.
- The Customer is not authorised to suspend its payment obligations due to complaints as referred to in these Terms and Conditions.
- If the complaint is justified, Sensileau has the right, at its discretion, to reduce the amount paid or to improve the results of its work
Article 11: Disclaimer
- The Customer is obliged to indemnify Sensileau against claims submitted by third parties against Sensileau in the context of the Sensileau Agreement.
Article 12: Dissolution and Suspension
- The Agreement can be declared dissolved by the customer as well as by Sensileau if the other party does not fulfil the Sensileau agreement or does not fulfil it in full or on time.
- Before dissolving the Agreement, the other party must be given written notice of default, stating the reason, and a reasonable period of time to perform properly.
- If one of the parties is declared bankrupt or has applied for suspension of payments, each party may, without observance of the time limit, by registered letter to the other party, terminate this agreement with immediate effect without being obliged to make good any damage.
- Sensileau is entitled to dissolve the Sensileau agreement with immediate effect if Sensileau stops offering the application.
- If through no fault of Sensileau a delay occurs as a result of a change in the aforementioned circumstances, the delivery period shall be extended as necessary. In that case, the delivery period will in any case be extended by seven (7) working days without Sensileau being entitled to terminate the agreement and without being obliged to pay the customer any amount of compensation.
- Sensileau may suspend or deny accessto the application in its entirety if Sensileau is of the opinion that the customer is not or incorrectly fulfilling its obligations or if Sensileau is of the opinion that the use of the application poses a threat. affects the functioning or reliability of the application.
Article 13: Force Majeure
- Sensileau shall not obliged to fulfil any obligation if this is not reasonably possible for Sensileau as a result of changes that occurred outside of Sensileau’s control, and which could not have been foreseen when the agreement was entered into. These changes should include at least war, strike, fire, theft, and other serious disturbances of Sensileau or its suppliers.
- Sensileau shall not be obliged to pay any compensation in case of force majeure.
- If Sensileau is no longer able to fulfil its obligations towards the customer in the event of force majeure within a reasonable period of time, both Sensileau and the customer have the right to dissolve the agreement existing between them, without Sensileau being obliged to pay compensation for any damage related to the dissolution to the customer.
- If, when the force majeure occurs, Sensileau has already partially fulfilled its obligations or can only partially fulfil its obligations, Sensileau is entitled to invoice the part already delivered or the part to be delivered separately and the customer is obliged to pay this invoice as it's a separate agreement.
Article 14: Price Adjustments
- Sensileau is authorised to increase the rates of its products with a minimum notice of one month. Customers will be informed about any increases in pricing at least one month before the changes will take effect (i.e. before 1st of a month).
- Changes in rates apply to new subscriptions or renewals. For existing subscriptions, rates will not be changed until the end of the runtime. Upon renewal of the subscription, the new rates will take effect.
Article 15: Applicable Law, Disputes
- Unless otherwise agreed, the Agreement is subject to Dutch law. The Vienna Sales Convention is excluded.
- All disputes arising from or related to the Agreement to which these terms and conditions apply will be decided by the court in Lelystad, unless Sensileau designates another court or if mandatory legal provisions preclude this
Article 16: Final Provisions
- These terms and conditions are intended to provide for a reasonable arrangement of the legal relationship between the customer and Sensileau. To the extent that circumstances arise in which these terms and conditions or any provisions thereof could lead to unreasonable and unfair results, either party may question the applicability thereof.