These general terms and conditions apply to every offer or quote from ISO2HANDLE with regard to its services and form an integral part of every Agreement between ISO2HANDLE and Client. Terms or conditions set by the Client that differ from, or do not appear in, these General Terms and Conditions are only binding on ISO2HANDLE if and insofar as they have been expressly accepted in writing by ISO2HANDLE.
Article 1. Definitions
1.1 Account: the (personal) online environment that is made available to the Client by ISO2HANDLE for the purpose of using the purchased Service.
1.2 General Terms and Conditions: Provisions of this document.
1.3 Service: providing an online platform that allows the Client to automate certain processes with regard to management systems (s).
1.4 User (s): natural person (s) who has accessed the ISO2HANDLE Service (s) under the responsibility of the Client and, as such, makes use of the functionalities of the Service.
1.5 Effective Date: The date on which the Agreement enters into force and the delivery of the Service commences.
1.6 Intellectual Property Rights: all intellectual property rights and related rights, including but not limited to copyrights, database rights, domain names, trade name rights, trademark rights, model rights, related rights, patent rights, as well as rights to know-how.
1.7 ISO2HANDLE: the company ISO2HANDLE and all its trade names, located in Apeldoorn and registered with the Chamber of Commerce under file number 67160492.
1.8 Updates: changes and upgrades to the Service in the context of adding functionalities, for bug fixing, improving functionality and/or fixing errors.
1.9 Client: the natural or legal person with whom ISO2HANDLE has concluded an Agreement.
1.10 Consultant: the natural or legal person with whom ISO2Handle has concluded a Consultant Agreement.
1.11 Agreement: any agreement between ISO2HANDLE and Client under which ISO2HANDLE provides Services to Client.
1.12 Personal Data: any information concerning an identified or identifiable natural person.
1.13 Website: www.iso2handle.nl or its subdomains and other extensions.
Article 2. Conclusion of the agreement
2.1 The Agreement between ISO2HANDLE and Client is concluded after the Client has created an Account on the Website, Client has accepted the offer shown on the Website and has been confirmed in writing by ISO2HANDLE and/or Client accepting an offer from ISO2HANDLE. The Website specifies the amounts that will be due and the description of the Service indicated on the Website is also binding.
2.2 Offers from ISO2HANDLE are non-binding.
2.3 If it appears that the information provided by the Client when requesting the Agreement was incorrect, ISO2HANDLE has the right to adjust the prices accordingly.
2.4 The Agreement runs from the moment that notice of acceptance by the Client is received by ISO2HANDLE and/or the Service is technically delivered to the Client (“the Effective Date”), unless another Effective Date has been agreed in writing. During the agreement, the Client grants ISO2HANDLE permission to use the logo on the ISO2HANDLE website, unless otherwise specified in writing.
Article 3. Services to be provided
3.1 After creating the Account via the Website and the conclusion of the Agreement, ISO2HANDLE will provide the Service to the Client in accordance with the Agreement.
3.2 If and insofar as the proper execution of the Service requires, ISO2HANDLE has the right to have certain activities carried out by third parties without informing the Client. ISO2HANDLE will not charge the Client for the expenses incurred by the third party.
Article 4. Delivery of Software (As-A-Service)
4.1 To this end, ISO2HANDLE grants the Client the non-exclusive, non-transferable right to use the Service for the duration and under the terms of the Agreement. This right of use is subject to the terms and/or restrictions set out in these Terms and Conditions.
4.2 The right of use as referred to in the previous paragraph also includes all future updates to the Service.
4.3 The Client is responsible for carrying out the correct actions within the Service in order to make the management system (s) succeed. ISO2HANDLE does not play an active role in the management system (s) and only provides the Service to support this process. ISO2HANDLE also does not provide advice with regard to management systems (s).
4.4 Unless otherwise agreed in writing, the Client is not allowed to request, sublease or otherwise make the Service available to third parties in the name of third parties. This does not include the employees of the Client's company or institution.
4.5 When purchasing the Service, the Client will ensure that all applicable legal obligations are strictly complied with.
4.6 When registering as referred to in article 2.1, the Client chooses his username and password himself. The Client is aware that loss of the login details may lead to unauthorized access to the Service. The Client will therefore protect the login details from unauthorized persons. The Client is responsible for all actions carried out via the Service, whether or not by End Users, in its Account.
4.7 In addition to the previous paragraph, the Client will ensure that all End Users are aware of the restrictions on the use of the Service as set out in these General Terms and Conditions, more specifically article 8 of the General Terms and Conditions.
Article 5. Availability and maintenance
5.1 ISO2HANDLE takes technical and organizational measures to ensure that the Service will be available. However, ISO2HANDLE cannot guarantee that these measures taken will be effective at all times.
5.2 The Client is aware that the Service depends on a stable internet connection at the location where the Client uses the Service. ISO2HANDLE cannot influence the Internet connection, network, equipment, or any other services/devices that are not provided by ISO2HANDLE.
5.3 ISO2HANDLE has the right to temporarily decommission its Service, associated websites or parts thereof for the purpose of maintaining, modifying or improving them, and/or maintaining, adapting or improving the associated software or other facilities. ISO2HANDLE makes every effort to ensure that such decommissioning takes place outside office hours as much as possible. In the event that ISO2HANDLE believes that decommissioning the Service - whether or not during office hours - is necessary for the proper functioning of the Service, it is entitled to discontinue the Service immediately without prior notice to the Client. However, ISO2HANDLE is never obliged to pay any compensation for damage in connection with such decommissioning.
Article 6. Warranties and changes
6.1 The Client accepts that the Service only contains the functionality and other properties as the Client finds them in the Service at the time of delivery (“as is”), therefore with all visible and invisible errors and defects.
6.2 ISO2HANDLE will resolve the reported problems and/or defects at the next update of the Service. In case of urgent problems and/or defects, ISO2HANDLE will make every effort to make the update available to the Client as soon as possible.
6.3 ISO2HANDLE may change the functionality of the Service from time to time. In addition, the feedback and suggestions from the Client are welcome, but ISO2HANDLE has the right not to make the adjustments and will never focus on customization. Under no circumstances can the Client continue to use the old version of the Service.
Article 7. Support by ISO2HANDLE
7.1 ISO2HANDLE offers support in delivering the Service in the form of instructions based on manual (s) and/or training courses.
7.2 ISO2HANDLE has a network of consultants who are affiliated with the ISO2HANDLE platform. These consultants provide support in delivering the Service in the form of activities that, in ISO2Handle's opinion, are supportive and can be carried out quickly, properly and easily, such as answering technical questions by e-mail within a few days.
7.3 In accordance with article 7.2, in the absence of a consultant associated with the Client, ISO2HANDLE will assign ISO2HANDLE a consultant based on geographical location and knowledge to whom the client can go to support the delivery of service.
7.4 Notwithstanding the provisions of the previous paragraph of this article, ISO2HANDLE does not provide advice, certification support and/or customization. The Client and End Users should initially address their own or assigned consultant in the form of an advisor, business, certification or safety expert with questions, comments and/or comments.
Article 8. User Code of Conduct
8.1 Using the Service, the Client is prohibited from violating Dutch or other laws or regulations applicable to the Client or ISO2HANDLE or infringing the rights of others.
8.2 Whether this is legal or not, it is prohibited for the Client to offer, store or distribute data using the Service that:
a. are clearly primarily intended to assist others in violating the rights of third parties;
b. infringe the privacy of third parties, including but not limited to distributing the personal data of third parties without permission or necessity or repeatedly harassing third parties with unwanted communication;
c. contains unsolicited commercial, charitable or idealistic communication;
d. contains malicious content such as viruses or spyware.
8.3 The Client refrains from interfering with other ISO2HANDLE customers or internet users or causing damage to the systems or networks of ISO2HANDLE or other customers. The Client is prohibited from starting processes or programs, whether or not via the ISO2HANDLE systems, that the Client knows or can reasonably suspect that this will interfere with or cause damage to ISO2HANDLE, its customers or internet users.
8.4 If, in the opinion of ISO2HANDLE, hindrance, damage or other danger occurs to the functioning of the computer systems or the network of ISO2HANDLE or third parties and/or the service via the internet, in particular due to excessive sending of e-mail or other data, (distributed) denial-of-service attacks, poorly secured systems or activities of viruses, trojans and similar software, ISO2HANDLE is entitled to take all measures it reasonably considers necessary to mitigate this risk to prevent or prevent.ISO2Handle may recover the costs that are reasonably necessary for these measures from the Client.
8.4 The Client is liable for, and fully indemnifies ISO2HANDLE against, all damage and costs suffered by ISO2HANDLE as a result of non-compliance with paragraphs 1 to 4 of this article, unauthorized use of the Service, changes to the Service and/or unlawful storage of data. The previous sentence remains in effect after termination of the Agreement.
Article 9. Personal Data
9.1 The Service may process personal data. ISO2HANDLE hereby acts as a processor within the meaning of the General Data Protection Regulation; the Client is considered responsible. The client indemnifies ISO2HANDLE against all claims by those involved under this law.
9.2 The personal data that ISO2HANDLE obtains from the Client is only used for the execution of the Agreement, including but not limited to providing the Service.
9.3 ISO2HANDLE will process the Personal Data in accordance with applicable laws and regulations, including but not limited to the General Data Protection Regulation.
9.4 Personal data will be irreversibly deleted when it is no longer necessary, unless subsequent storage is required by law.
Article 10. Intellectual Property Rights
10.1 All Intellectual Property Rights to all Services developed or made available by ISO2HANDLE under the Agreement are owned exclusively by ISO2HANDLE or its licensors, unless otherwise agreed in writing.
10.2 The Intellectual Property Rights relating to the open source software, blueprints and proposals used by ISO2HANDLE lie with the developer of that software or another copyright holder. The Client is responsible for compliance with the open source software licenses and indemnifies ISO2HANDLE from third-party claims regarding compliance with these licenses.
10.3 The Client only obtains the user rights and powers that are explicitly granted in these General Terms and Conditions, the Agreement or otherwise in writing, and otherwise, Client will not reproduce or disclose this Service. The foregoing is an exception if it has clearly been mistakenly failed to explicitly grant the Client such a right. However, issuing the Service's source code is only mandatory if explicitly agreed in writing.
10.3 Information that the Client stores or processes via the Service is and remains the property of the Client. ISO2HANDLE has a limited right of use to use this information for the Service, including for future aspects of it. The Client can revoke this right of use by deleting the relevant information, terminating the Agreement or notifying ISO2HANDLE of the withdrawal in writing.
10.4 If the Client sends information to ISO2HANDLE, for example feedback about an error or a suggestion for improvement, it gives ISO2HANDLE an unlimited and perpetual right to use this information for the Service. This does not apply to information that the Client explicitly marks as confidential.
Article 11. Logo use & promotion
11.1 The Client gives ISO2HANDLE permission to use the logo for the use of commercial communications on the Internet and Social Media as long as the service is purchased.
Article 12. Reimbursement
12.1 There is a fee for the use of the Service. Fees for providing the Service were provided via the consultant associated with the Client. All prices mentioned are in Euro and exclude VAT.
12.2 The amounts due will be invoiced via the Consultant associated with the Client prior to each period. 12.3 The Client may try the Service, whether or not in a limited form, without compensation for a period of twenty one (21) days after the
Effective date. After this trial period, the Client has the option to extend the Agreement and the Client must pay the fee in accordance with article 12.1. If the Client decides not to renew the Agreement, the Agreement and access to the Account will end 21 days after the end of the trial period.
12.4 ISO2HANDLE is entitled to adjust prices at any time. ISO2HANDLE will announce the changes in writing or via the Service at least thirty (30) days before entry into force so that the Client can take note of them.
12.5 If the Client does not wish to accept the price change as referred to in the previous paragraph, it may terminate the Agreement in accordance with article 19.3. Use of the Service after the date of entry into force constitutes acceptance of the amended or supplemented terms.
Article 13. Terms of payment
13.1 ISO2HANDLE will charge the amounts owed by the Client annually via the Consultant associated with the Client. In doing so, ISO2HANDLE may issue electronic invoices to the email address known to ISO2HANDLE via the Consultant associated with the Client.
13.2 The term of payment of an invoice is fourteen (14) days after the invoice date, unless otherwise agreed in writing.
13.3 If the Client has not paid in full after fourteen (14) days after the payment term, he is automatically in default without notice of default being required.
13.4 In the event of late payment, in addition to the amount due and the interest accrued thereon, the Client is obliged to fully reimburse the extrajudicial and judicial costs, including full attorney fees.
13.5 In the event that the Client is in default, ISO2HANDLE is entitled to restrict its services, for example by restricting access to the Service, provided that it notifies the Client at least 48 hours in advance. Any agreed (availability) guarantees in this regard will then expire.
13.6 If, based on facts and circumstances, there may be reasonable doubt whether the Client can meet its payment obligations, ISO2HANDLE has the right to require financial security from the Client in the form of a guarantee for six months of service.
Article 14. Liability
14.1 ISO2HANDLE's liability for damage as a result of demonstrable shortcoming (s) in compliance with the Agreement is excluded.
14.2 Insofar as exclusion of liability is not possible under the law, ISO2HANDLE is only liable to the Client for direct damage as a result of an attributable shortcoming in the fulfillment of the Agreement. Direct damage only includes all damage consisting of:
a. damage caused directly to physical property (“property damage”);
b. reasonable and demonstrable costs that the Client has had to incur to (re) properly comply with the Agreement;
c. reasonable costs of determining the cause and extent of the damage insofar as it relates to the direct damage as intended here;
d. reasonable and demonstrable costs that the Client has incurred to prevent or limit the direct damage as referred to in this article.
14.3 ISO2HANDLE is in no way liable for compensation for indirect or consequential damage or damage due to loss of turnover or profit, damage due to loss of data, damage due to exceeding deadlines as a result of changed circumstances, damage as a result of the Client's inadequate cooperation, information or materials and damage due to information provided by ISO2HANDLE with regard to national and/or international standards and/or legislation.
14.4 The maximum amount that will be paid out in the event of liability under paragraph 2 of this article is, per event or series of related events, limited to the fees that the Client has paid to ISO2HANDLE under the Agreement in the past twelve (12) months (excluding VAT).
14.5 ISO2HANDLE's liability for a demonstrable failure to comply with the Agreement only arises if the Client gives ISO2HANDLE immediate and proper written notice of default, setting a reasonable period of time to remedy the shortcoming, and ISO2HANDLE continues to demonstrably fail to comply with its obligations even after that period. The notice of default must contain as detailed a description as possible of the shortcoming, so that ISO2HANDLE is able to respond adequately.
14.6 The limitation of liability as referred to in the previous paragraphs of this article expires if and insofar as the damage is the result of intent or gross negligence on the part of ISO2HANDLE's management.
14.7 The application of article 6:271 et seq. of the Civil Code is excluded.
14.8 The Client indemnifies ISO2HANDLE against all claims from third parties (including Client's customers), in respect of compensation for damage, costs or interest, related to the Agreement and/or the Service.
Article 15 Force majeure
15.1 None of the parties can be held to comply with any obligation if a circumstance beyond the control of the parties that could not or should not have been foreseen at the time of conclusion of the Agreement negates any reasonable possibility of compliance.
15.2 Force majeure includes (but is not limited to): disruptions in public infrastructure that is normally available to ISO2HANDLE, and on which the provision of the Service depends, but over which ISO2HANDLE cannot exercise actual control or contractual compliance, such as networks in the internet that ISO2HANDLE has not concluded a contract with; disruptions in infrastructure and/or ISO2HANDLE Service that are caused by computer crime, for example (D) DoS attacks or than unsuccessful attempts to to bypass network security or system security; shortcomings of suppliers of ISO2HANDLE, which ISO2HANDLE could not foresee and for which ISO2HANDLE cannot hold its supplier liable, for example because the supplier concerned (also) experienced force majeure; Deficiency of goods, equipment, software or other source material that the Client has prescribed for use; Unavailability of staff (due to illness or otherwise); government measures; general transport problems; strikes; wars; terrorist attacks and internal riots.
15.3 If a force majeure situation lasts longer than ninety (90) days, each of the parties has the right to terminate the Agreement in writing. In that case, what has already been performed under the agreement will be settled proportionally, without the parties owing each other anything else.
Article 16. Confidentiality
16.1 Parties will treat information that they provide to each other before, during or after the execution of the Agreement confidentially if this information is marked as confidential or when the receiving party knows or should reasonably suspect that the information was intended to be confidential. Parties also impose this obligation on their employees as well as on third parties engaged by them to implement the Agreement.
16.2 ISO2HANDLE will not take notice of data that the Client stores and/or distributes via ISO2HANDLE's systems, unless this is necessary for the proper execution of the Agreement or ISO2HANDLE is obliged to do so under a legal provision or court order. In that case, ISO2HANDLE will make every effort to limit access to the data as much as possible, as far as this is within its power.
16.3 The obligation to maintain confidentiality also continues after termination of the Agreement for whatever reason, and for as long as the providing party can reasonably claim the confidential nature of the information.
Article 17. Term of agreement
17.1 The Agreement is entered into for the period specified in the offer. If no period is specified, the Agreement will be entered into for a period of twelve (12) months.
17.2 If the Agreement concerns a continuing performance agreement, it will always be tacitly extended by the same period in good time before the end of the aforementioned period, subject to the notice period, unless otherwise agreed in writing.
17.3 Both parties will give thirty (30) days' notice.
17.4 ISO2HANDLE may immediately suspend or terminate the Agreement in writing if at least one of the following special grounds applies:
a. The Client is in default with regard to an essential obligation;
b. the Client's bankruptcy has been filed;
c. The Client has applied for a suspension of payments; d. the Client's activities are terminated or liquidated.
17.5 If ISO2HANDLE suspends compliance with its obligations, it reserves its claims under the law and the Agreement, including the claim to payment for services that have been suspended.
17.6 If the Agreement is terminated or dissolved, ISO2HANDLE's claims against the Client are immediately due and payable.
17.7 The right to suspend in the above cases applies to all Agreements concluded with the Client simultaneously, even if the Client is only in default with regard to one Agreement, and without prejudice to ISO2HANDLE's right to compensation for damage, lost profit and interest.
17.8 Thirty (30) days after termination of the Agreement, aliso2Handle will delete the Account and data stored through the Service from its servers.
Article 18. Change of terms
18.1 ISO2HANDLE reserves the right to change or supplement the Service and these Terms and Conditions. Changes also apply to Agreements that have already been concluded, subject to a period of thirty (30) days after the announcement of the change.
18.2 Changes will be announced via the Service or by email to the Client, or any other channel where ISO2HANDLE can prove that the announcement has arrived at the Client. Non-substantive changes of minor importance can be made at any time and do not require notification.
18.3 If the Client does not want to accept a change, the Client must inform ISO2HANDLE of this in writing within fourteen (14) days of announcement. ISO2HANDLE can then reconsider the change. If ISO2Handle does not withdraw the change, the Client can terminate the Agreement by this date until the date on which the new terms and conditions take effect.
Article 19. Other provisions
19.1 The Agreement is governed by Dutch law.
19.2 Insofar as the rules of mandatory law do not prescribe otherwise, all disputes that may arise as a result of the Agreement will be submitted to the competent Dutch court for the district where ISO2Handle is located.
19.3 In these General Terms and Conditions, “in writing” also includes communication by e-mail, provided that the identity of the sender and the integrity of the content are sufficiently established.
19.4 If any provision of the Agreement appears to be null and void, this does not affect the validity of the entire Agreement. In that case, the parties will adopt (a) new provision (s) as a replacement, which will give shape to the purpose of the original Agreement and General Terms and Conditions as much as legally possible.
19.5 Information and announcements, including pricing, on the Website are subject to programming and typing errors. In the event of any inconsistency between the Website and the Agreement, the Agreement prevails.
19.6 The log files and other records, whether electronic or not, of ISO2HANDLE constitute full proof of ISO2HANDLE's claims and the version of any (electronic) communication received or stored by ISO2HANDLE is authentic, unless proof to the contrary can be provided by the Client.
19.7 Parties will always inform each other immediately in writing of any changes in name, postal address, e-mail address, telephone number and, if requested, bank or giro number.
19.8 ISO2HANDLE is entitled to transfer its rights and obligations under the Agreement to a third party who takes over the Service or relevant business activity from it.
