General Terms and Conditions

These General Terms and Conditions apply to the information, files and services supplied through, among other things but not exclusively, the websites bedrijfsrooster.nl and app.bedrijfsrooster.nl and the associated apps, and also to every agreement entered into by Bedrijfsrooster with the Customer.

Article 1 - Definitions

1. In these General Terms and Conditions, the following bold terms have the meanings set out below:
   1. Bedrijfsrooster: the private limited liability company Bedrijfsrooster B.V., trading under the name Bedrijfsrooster, with its registered office in Haarlem and its business address at Spaarne 17, 2011 CD Haarlem, registered in the Trade Register of the Amsterdam Chamber of Commerce under number 71572473, and the provider and producer of the Website, Application and Service as described in this article and these General Terms and Conditions.
   2. Account: a personal registration of a person or User through which access to, and use of, the Application is obtained using an email address and password combination.
   3. Application: the licensed collection of software, web applications, apps, functionalities, files and similar items offered by Bedrijfsrooster through, among other things but not exclusively, the domain name app.bedrijfsrooster.nl and the associated apps.
   4. User: the Customer and its directors and employees, representatives and third parties whom the Customer has authorised to use the Website, Application and Service.
   5. User Data: data entered into the Application by the Customer, a User or Bedrijfsrooster on the Customer’s behalf, for the purpose of using the Application or promoting its use.
   6. Office Hours: 09:00 to 17:00 Central European Time (CET) on each Business Day.
   7. Customer: any party or person entering into an agreement with Bedrijfsrooster.
   8. Licence: a licence granted by Bedrijfsrooster to the Customer that gives the right to access and use the Website, Application and Service for a period of one month.
   9. Licence Fee: the amount owed by the Customer to Bedrijfsrooster for taking out a Licence and thereby using the Website, Application and Service.
   10. Agreement: the Registration and these General Terms and Conditions, which together constitute the Agreement between the Parties.
   11. Parties: Bedrijfsrooster and the Customer.
   12. Privacy Policy: Bedrijfsrooster’s policy regarding the use and storage of personal data, available at https://bedrijfsrooster.nl/privacy-en.
   13. Trial Period: a period during which a Licence is provided to the Customer free of charge for 14 (fourteen) calendar days, unless expressly agreed otherwise, and for which the Customer does not need to give notice of termination to prevent subsequent charges or an extension of the Licence.
   14. Registration: electronic submission of the form on http://app.bedrijfsrooster.nl/registreren, by which a prospective Customer registers with Bedrijfsrooster and thereby requests a Trial Period, Licence and Account. Once submitted and expressly accepted by written confirmation from Bedrijfsrooster, the Registration together with these General Terms and Conditions constitutes the entire Agreement between the Customer and Bedrijfsrooster.
   15. Service: training, support, documentation, hosting, maintenance and other services provided or performed by Bedrijfsrooster to support the Website and Application.
   16. Website: the website bedrijfsrooster.nl and the publicly available part of app.bedrijfsrooster.nl, including all associated files, content and information.
   17. Confidential Information: all information and data received by either Party from the other Party that is designated as proprietary or confidential, or whose confidential nature the other Party knows or should reasonably be expected to know. This includes, but is not limited to, technical, financial, personal and business information, data concerning employees or partners, reports, manuals, plans, computer software and files, drawings, know-how and expertise. Confidential Information does not include information that has already been disclosed or was already in a Party’s possession before it received that information from the other Party.
   18. Business Day: any calendar day other than Saturday, Sunday, national public holidays in the Netherlands and days declared non-working by Bedrijfsrooster through the Website or Application.
   19. Change of Control: the direct or indirect acquisition, in one or more transactions, by another legal entity of either a majority of the shares carrying voting rights or all of a party’s assets.
2. “Person” also includes a natural person or a body with or without legal personality (and whether or not having separate legal personality), and its legal and personal representatives, successors or permitted assigns.
3. Terms may be used in the singular or plural unless expressly stated otherwise.
4. A reference to one gender includes a reference to the other genders.
5. A reference to writing or written includes email.
6. References to articles are references to the articles of these General Terms and Conditions.

Article 2 – General

1. Amendments to or deviations from these general terms and conditions are valid only if agreed in writing by Bedrijfsrooster and the Customer.
2. The applicability of any terms and conditions of the Customer is expressly rejected.
3. If these general terms and conditions have once applied to a legal relationship between Bedrijfsrooster and the Customer, the Customer is deemed to have agreed in advance to their application to subsequent agreements.
4. The Customer’s rights under the agreement concluded between the Customer and Bedrijfsrooster are not transferable without Bedrijfsrooster’s express written consent.

Article 3 – Trial Period

1. Following Registration, the Customer receives a Licence and thereby access to an Account, the Application and the Service for a period of 14 days at a fee of €0 (zero euros), without being obliged to continue taking out future or other Licences. The Customer may use the Application entirely free of charge during the Trial Period.
2. Bedrijfsrooster reserves the right during a Trial Period to terminate or remove the Licence, Account or access to the Website, Application or Service, or to deny or block such access for the Customer.
3. When the Trial Period ends, the Licence expires automatically and the Customer is free to purchase a paid Licence, whether or not through the Application, according to its intended use.
4. The Customer will never automatically take out a paid Licence or become bound to Bedrijfsrooster, the Website, Application or Service without its own approval.

Article 4 – Licence, Licence Fee, Invoicing and Payment

1. Licences are valid for the entire month in which the Licence is sold, regardless of the day or date on which the Licence is sold or put into use by the Customer.
2. If Bedrijfsrooster sells the Licence to the Customer on a day later than the first day of the month, then, regardless of which Agreement applies, only the first invoice from Bedrijfsrooster to the Customer will include a one-time pro rata reduction of the Licence Fee corresponding to the number of days in that month during which the Customer could not use the Licence.
3. The validity of a Licence is automatically extended for a period of one month at the start of each new month, unless the Customer has terminated the Agreement. This applies only to a paid Licence, so automatic extension after a trial period is excluded.
4. The Customer will pay Bedrijfsrooster the Licence Fee for the Licence in accordance with this article.
5. All rates and amounts stated in these General Terms and Conditions are exclusive of Dutch VAT.
6. Bedrijfsrooster invoices the Licence Fee to the Customer by means of a written digital invoice. If the Customer wishes to receive a paper copy of the invoice, an administration fee of €25 (twenty-five euros) will be charged for each paper invoice.
7. If the Licence Fee on the invoice is less than €20 (twenty euros), €20 (twenty euros) will be invoiced.
8. When entering into the Agreement, the Customer will provide Bedrijfsrooster with valid, current and complete payment details and other valid, current and complete invoice details.
9. The Customer authorises Bedrijfsrooster to collect the Licence Fee by direct debit within 14 (fourteen) calendar days after the invoice date, unless the Customer has indicated that it does not wish to use direct debit.
10. If the amount due cannot be collected by direct debit, the Customer undertakes to pay the full invoice amount to Bedrijfsrooster by electronic transfer to Bedrijfsrooster’s IBAN stated on the invoice within 14 (fourteen) calendar days after the invoice date.
11. If Bedrijfsrooster has not received the Customer’s payment within 14 (fourteen) calendar days after the invoice date, Bedrijfsrooster may, without prejudice to its other rights and without liability to the Customer, disable the Customer’s and Users’ Accounts and access to or use of the Application and Service, and may refer collection of the invoice amount to a collection agency and/or charge collection costs of no more than 15% of the total invoice amount. Bedrijfsrooster is under no obligation to provide all or any part of the Application or Service under the Licence while the relevant invoice remains unpaid.
12. Bedrijfsrooster is entitled to increase the Licence Fee once per calendar year by 3% to account for inflation and increases in general, personnel and purchasing costs and investments. Bedrijfsrooster is also entitled to increase the Licence Fee annually in connection with newly offered functionality, subject to a notice period of 60 (sixty) days. If the Customer does not wish to accept such an increase, it may terminate the Agreement with effect from the next calendar month.

Article 5 - Term and Termination

1. The Agreement enters into force upon Registration and is valid for an indefinite period.
2. Either Party may terminate the Agreement by notifying the other Party in writing. In that case, the Agreement will end on the last day of the month in which the notice of termination is received.
3. Without prejudice to any other rights or remedies to which the Parties are entitled, either Party may terminate the Agreement without liability to the other Party if:
   1. the other Party commits a material breach of any provision of the Agreement and (if that breach can be remedied) fails to remedy it within 30 days after receiving written notice of default; or
   2. a court judgment has been issued or a resolution adopted to liquidate the other Party, or circumstances arise that entitle a competent court to declare the other Party bankrupt; or
   3. a court has appointed an administrator to manage the affairs, business activities and property of the other Party, an application has been filed with the competent court to appoint an administrator over the other Party, or a notice of intention to appoint an administrator has been given to the other Party; or
   4. a receiver has been appointed over the assets or business of the other Party, circumstances arise that entitle the competent court or a creditor to appoint a receiver or administrator over the other Party, or another person takes possession of or sells the other Party’s assets; or
   5. the other Party enters into a debt restructuring arrangement with its creditors or applies to the competent court for protection from its creditors; or
   6. the other Party takes or is subject to a similar or equivalent measure as a result of a debt in any jurisdiction.
4. Upon termination of the Agreement for any reason:
   1. all Licences granted under the Agreement will end immediately; and
   2. each Party will return to the other Party all equipment, property, files and other items (and all copies thereof) belonging to the other Party and will cease using them; and
   3. Bedrijfsrooster is entitled to destroy or otherwise delete User Data in its possession, unless, no later than ten days after the date of termination of the Agreement, Bedrijfsrooster receives a written request to provide the Customer with the most recent backup of the User Data available at that time. Bedrijfsrooster will use commercially reasonable efforts to provide the backup to the Customer within 30 days after receiving such written request, provided that the Customer has paid all costs outstanding at the time of termination and resulting from it (whether or not due on the termination date). The Customer will pay Bedrijfsrooster in advance all reasonable expenses incurred by Bedrijfsrooster in returning or deleting the User Data; and
   4. the Parties’ accrued rights as at the termination date, and the continued effect after termination of any provision that expressly or implicitly survives termination, will not be affected and will remain in full force; and
   5. the Customer will immediately pay in full all outstanding invoices.

Article 6 – Use

1. By using or accessing the Website, Application and Service in any way, the User declares that it has read and unconditionally agrees to these General Terms and Conditions.
2. With respect to Users, the Customer warrants that:
   1. it will not allow a Licence to be used by more than one separate Customer, unless, following written agreement between the Parties, it is reassigned in its entirety to another separate Customer, in which case the former Customer will no longer be entitled to access or use the Website, Application, Service and/or Licence; and
   2. it will not allow an Account to be used by multiple Users or to be used irresponsibly or negligently by one or more Users; and
   3. it will require Users to use a secure password to access their Accounts and use the Application, and to keep that password secret; and
   4. it will not use the Website, Application or Service to store, distribute or obtain unlawful content or information, or to upload material through the Website or Application for purposes that are harmful, unlawful, threatening, harassing or defamatory, infringe the intellectual property rights of third parties or Bedrijfsrooster, promote illegal activities, or cause any other illegal activity or damage to persons or property; and
   5. it will assign only valid email addresses to Users, verify them from time to time and, if an email address is no longer valid or has changed, immediately delete or replace it with a valid and verified email address for the User.
3. Except to the extent permitted by applicable law that cannot be excluded by agreement between the Parties, or as expressly permitted under these General Terms and Conditions or expressly agreed otherwise between the Parties, the Customer undertakes that it will:
   1. not attempt to copy, modify, create derivative works from, build, mirror, reproduce, republish, download, display, transmit or distribute the Application, in whole or in part, in any form or by any means; and
   2. not attempt to decompile or disassemble the Application, reverse engineer it or otherwise attempt to convert it, in whole or in part; and
   3. not access all or any part of the Application for the purpose of building a product or service that competes with the Application; and
   4. not license, rent, sell, lease, transfer, assign, distribute, display, disclose or otherwise make the Application available to any third party, except to Users or with Bedrijfsrooster’s express prior written consent; and
   5. not attempt to gain unauthorised access to any part of the Application or any Accounts, or help anyone other than Users to gain unauthorised access to the Application or Accounts, other than through the login functionality provided for that purpose in the Application.
4. The Customer undertakes not to misuse the messaging system made available in the Application or use it in any way other than as indicated in the Application, and declares that it is aware of the guidelines for combating spam and the laws and regulations related to it.
5. The Customer will use the messaging system made available in the Application solely to communicate periodic messages and documents that are relevant to and related to the Customer’s business activities and staff scheduling.
6. The Customer will indemnify Bedrijfsrooster against any breach of this article by the Customer or its Users, or any breach resulting from unauthorised use of a User’s Account by a third party.
7. Bedrijfsrooster reserves the right to disable access to the Customer’s and Users’ Accounts or any material that infringes the provisions of this article, without being liable to the Customer for doing so.
8. The rights granted by Bedrijfsrooster under the Agreement are granted only to the Customer and are not granted to any sister company, subsidiary or holding company of the Customer.
9. The Customer will use all reasonable efforts to prevent unauthorised use of or access to the Website, Application or Service and will immediately notify Bedrijfsrooster in writing of any such use or access.

Article 7 – Customer’s Obligations

1. The Customer undertakes to:
   1. provide all necessary cooperation to Bedrijfsrooster in connection with the Agreement and provide all necessary access to information requested by Bedrijfsrooster; and
   2. comply with all applicable laws and regulations relating to its activities under the Agreement; and
   3. perform all other Customer responsibilities set out in the Agreement in a timely and efficient manner. If the Customer delays its cooperation as agreed by the Parties, Bedrijfsrooster may adjust any agreed timetable or delivery schedule to the extent reasonably necessary; and
   4. ensure that Users use the Application in accordance with the terms of the Agreement and accept responsibility for any breach of the Agreement by a User; and
   5. obtain and maintain all licences, consents and approvals required for the Customer, its employees and representatives to perform their obligations under the Agreement; and
   6. ensure that its network and systems comply with the relevant specifications as determined by Bedrijfsrooster from time to time.

Article 8 – Bedrijfsrooster’s Obligations

1. Bedrijfsrooster will provide the Application and Service to the Customer during the term agreed in the Licence, subject to these General Terms and Conditions.
2. Bedrijfsrooster will use commercially reasonable efforts to make the Website, Application and Service available 24 hours a day, 7 days a week and 365 days a year, except where:
   1. maintenance is carried out during the standard maintenance window outside Office Hours; or
   2. unscheduled maintenance is carried out outside Office Hours; or
   3. critical maintenance is carried out to improve security and protect Confidential Information stored in the Application, or to make a fundamental contribution to the continued availability of the Application.
3. Bedrijfsrooster cannot guarantee that the Application will be free from errors or defects, or that all information and data generated and provided through the Application will be complete or accurate.
4. During the term agreed in the Licence, Bedrijfsrooster will provide Users with free support by email and telephone regarding the Website, Application and Service, aiming to handle support requests within 24 hours during Office Hours.

Article 9 - Indemnity

1. The Customer will indemnify Bedrijfsrooster against claims, demands, proceedings, losses, damages and (in)costs (including, but not limited to, court costs and reasonable legal costs) arising from or related to the Customer’s use of the Application. With respect to claims against the Customer arising from or related to its use of the Application, Bedrijfsrooster will:
   1. notify the Customer immediately of any such claim; and
   2. at the Customer’s expense, provide reasonable assistance to the Customer in defending and settling such claim; and
   3. give the Customer full authority to defend or settle the claim.
2. When defending or settling a claim against Bedrijfsrooster concerning an alleged infringement of third-party intellectual property rights, Bedrijfsrooster may ensure that the Customer retains the right to continue using the Application by relocating or modifying the Application so that it no longer infringes. If these remedies are not reasonably available, Bedrijfsrooster may terminate the Agreement by giving the Customer 2 Business Days’ notice, without any further liability or obligation to pay the Customer predetermined damages or other additional costs.
3. Bedrijfsrooster, its employees and representatives will in no event be liable to the Customer to the extent that the alleged infringement is based on:
   1. a modification of the Application by anyone other than Bedrijfsrooster;
   2. the Customer’s use of the Application in a manner contrary to instructions given to the Customer by Bedrijfsrooster; or
   3. the Customer’s use of the Application after notification by Bedrijfsrooster or a competent authority of the alleged or actual infringement.
4. The foregoing sets out the Customer’s sole and exclusive rights and remedies, and the full obligations and liability of Bedrijfsrooster (including its employees and representatives), in relation to any patent, copyright, trademark, database right or confidentiality right.

Article 10 - Amendment of the Agreement

1. If, during performance of the Agreement, it appears that changes to or additions to the work to be performed are necessary for Bedrijfsrooster to perform properly, the Parties will amend the Agreement accordingly in a timely manner and by mutual consultation.
2. Bedrijfsrooster will not charge additional costs if the change and/or addition results from circumstances attributable to it.
3. If, at the Customer’s request or with its prior consent, Bedrijfsrooster performs work or other services outside the content or scope of the Agreement, the Customer will pay Bedrijfsrooster for that work or those services at Bedrijfsrooster’s usual applicable rates. However, Bedrijfsrooster is not obliged to comply with such a request and may require a separate written agreement for it.

Article 11 - Ownership

1. The Customer acknowledges and agrees that Bedrijfsrooster owns all intellectual property rights in the Application. Except as expressly stated, the Agreement grants the Customer no rights in any patents, copyrights, database rights, trade secrets, trade names (whether registered or not), trademarks or other rights or licences relating to Bedrijfsrooster’s intellectual property rights, including the Application.
2. Bedrijfsrooster confirms that it holds all rights in the Application necessary to grant the rights it intends to grant under and in accordance with the terms of the Agreement.

Article 12 - Confidentiality

1. Each Party may be granted access to the other Party’s Confidential Information in order to perform its obligations under the Agreement.
2. The Parties will keep Confidential Information confidential and, unless required by law, will not make the other Party’s Confidential Information available to third parties or use it for purposes other than performing the Agreement.
3. Each Party will take all reasonable measures to ensure that its employees or representatives do not disclose or distribute the other Party’s Confidential Information to which it has access in breach of the terms of the Agreement.
4. Bedrijfsrooster uses an encrypted connection to transmit Confidential Data between the User and the Application, protects stored Confidential Information with a firewall and applies system updates as Bedrijfsrooster considers necessary.
5. Neither Party is responsible for damage to, loss, destruction, alteration or disclosure of Confidential Information caused by a third party.
6. The Customer acknowledges that data from the Application constitutes Confidential Information of Bedrijfsrooster.
7. Bedrijfsrooster acknowledges that User Data constitutes Confidential Information of the Customer.
8. This article will remain in force after termination of the Agreement, however termination occurs.

Article 13 - Limitation of Liability

1. This article sets out the full financial liability of Bedrijfsrooster (including liability for acts or omissions of its employees and representatives) to the Customer in respect of:
   1. any breach of the Agreement;
   2. any use by the Customer of the Application or any part of it; and
   3. any statement, account or tortious act or omission (including negligence) arising from or related to the Agreement.
2. Except as expressly and specifically set out in the Agreement:
   1. the Customer accepts sole responsibility for the results it obtains from the Application and for the conclusions it draws from that use. Bedrijfsrooster is not liable for damage caused by errors or omissions in information or instructions provided by the Customer to Bedrijfsrooster in connection with the Application, or for damage caused by measures taken by Bedrijfsrooster on the Customer’s instructions;
   2. all warranties, representations, provisions and other conditions of any kind implied by written law or Anglo-Saxon law are excluded from the Agreement to the extent permitted by applicable law; and
   3. the Application is provided to the Customer in its condition at that time.
3. Nothing in the Agreement excludes Bedrijfsrooster’s liability:
   1. for death or personal injury caused by Bedrijfsrooster’s negligence; or
   2. for fraud or fraudulent misrepresentation.
4. Subject to the provisions of this article:
   1. Bedrijfsrooster will not be liable in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, loss of goodwill and/or similar losses, loss or corruption of data or information, pure economic loss, or any special, indirect or consequential loss, costs, damages or (in)costs arising in any way from the Agreement; and
   2. Bedrijfsrooster’s total liability in tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising from or related to the (intended) performance of the Agreement is limited to €500 (five hundred euros) or the total Licence Fees paid during the 12 (twelve) months immediately preceding the date on which the claim arose.

Article 14 - Invalid Provision

1. If a competent court or administrative body holds any provision of the Agreement to be invalid, unenforceable or unlawful, the remaining provisions will remain in force.
2. If an invalid, unenforceable or unlawful provision would be valid, enforceable or lawful if part of it were deleted, the provision will apply with the modification necessary to give effect to the Parties’ commercial intention.

Article 15 - Entire Agreement

1. These General Terms and Conditions together with the Registration Form constitute the entire agreement between the Parties concerning its subject matter and supersede all previous written and oral agreements and arrangements between the Parties.
2. The Parties acknowledge and agree that, when entering into the Agreement, they do not rely on any undertaking, promise, assurance, statement, warranty or arrangement by any person concerning the subject matter of the Agreement, other than as expressly set out in the Agreement.

Article 16 - Force Majeure

1. Force majeure means any failure that cannot be attributed to Bedrijfsrooster because it is not due to its fault and is not for its account under the law, a legal act or generally accepted standards.
2. Without prejudice to its other rights, in the event of force majeure Bedrijfsrooster is entitled to suspend performance of the Customer’s order by notifying the Customer in writing, without being obliged to pay any compensation, unless this would be unacceptable under the standards of reasonableness and fairness in the circumstances.
3. In the event of force majeure, the Customer may not hold Bedrijfsrooster liable under the Agreement, provided Bedrijfsrooster gives the Customer written notice of the force majeure.

Article 17 - Transfer

1. Bedrijfsrooster is entitled to transfer or assign, in whole or in part, the work, rights and obligations agreed under the Agreement, or to have third parties perform or exercise them. Bedrijfsrooster will inform the Customer of this in a timely manner.
2. The Customer will not assign or otherwise transfer any rights and/or obligations under the Agreement without Bedrijfsrooster’s prior written consent.

Article 18 - Notices

1. Bedrijfsrooster will send any notice relating to the Agreement to the Customer through the Notification Email Address that the Customer can configure in the Application.
2. Notices to Bedrijfsrooster must be in writing and sent and delivered to the address stated in these General Terms and Conditions, any other address Bedrijfsrooster designates for this purpose, or by email to info@bedrijfsrooster.nl.

Article 19 - Governing Law and Disputes

1. All legal relationships to which the Customer is a party are governed exclusively by Dutch law, even if an obligation is performed wholly or partly abroad or if a party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
2. The courts in the place where Bedrijfsrooster is established have exclusive jurisdiction to hear disputes, unless mandatory law provides otherwise. Nevertheless, Bedrijfsrooster is entitled to submit the dispute to the court with jurisdiction under the law.
3. The Parties will refer a dispute to a court only after making every effort to resolve it through mutual consultation.