Terms and Conditions Enatom
These general terms and conditions apply to all offers and agreements in which Enatom acts as supplier.
- General and definitions
This article regulates how certain terms used are to be understood in these terms and conditions.
1.1 In the general terms and conditions and in the offers and agreements to which the general terms and conditions apply, the following terms are understood to mean the following:
Buyer: the contractual counterparty of the Supplier of the Service;
Application: the application 'Enatom', an E-learning application, to support the user in anatomy education;
Dashboard: an application from Supplier with which the user can implement language updates and manage purchased licenses. In addition, the Dashboard provides insight into the effects of the Application on the state of mind of users of the Application.
Service(s): all services provided by the Supplier to the Buyer in the context of the Agreement;
Supplier: Enatom BV, established in Groningen and registered in the trade register under number 87603861;
Agreement: the agreement between the Supplier and the Customer, of which these general terms and conditions form part;
Written: this term also includes the parties by e-mail.
- Applicability and Quotations
This article determines which rules apply to the relationship between the parties.
2.1 These general terms and conditions apply to every offer, quotation or delivery from the Supplier and form an integral part of every Agreement between the Supplier and the Customer. Purchasing or other terms and conditions of the Buyer are expressly not applicable.
2.2 Further agreements between the Supplier and the Customer only prevail over these general terms and conditions if they have been agreed in Writing and if they have been expressly determined or were the unmistakable intention of the parties.
2.3 Supplier reserves the right to change or supplement these general terms and conditions. Continued use by the Customer of the Application after the general terms and conditions have been amended or supplemented shall constitute acceptance of the new general terms and conditions. The parties can only deviate from these general terms and conditions in Writing.
2.4 All quotations and quotations with regard to the services of the Supplier are without obligation and revocable until the moment that the Supplier confirms in Writing that the Agreement with the Customer has been concluded or that the Supplier has commenced delivery. An Agreement can also be concluded between the parties if the acceptance by the Buyer only deviates from the quotation on minor points, which is at the discretion of the Supplier. An offer from the Supplier will automatically lapse if the Customer has not accepted it within thirty (30) days.
- General aspects of the Service and obligations of the Customer
A reciprocal agreement requires efforts from both parties. This article regulates some general aspects of the way in which the Supplier provides its Services and the obligations of the Customer in that context.
3.1 The Supplier always performs its Services on the basis of a best efforts obligation, with the exception of elements of the service for which a specific result has been explicitly determined in the Agreement.
3.2 The Customer is obliged to do all that is reasonably necessary and desirable to enable the timely and correct performance of the Agreement between the parties by the Supplier. In particular, the Customer ensures that all data that the Supplier indicates are necessary or that the Customer should reasonably understand are necessary for the performance of the Service, are provided to the Supplier in a timely and correct manner. The period within which the Supplier must perform the Agreement does not commence until after all requested and necessary information has been received by the Supplier.
3.3 The Supplier has the right to have certain activities ensuing from the Agreement between the parties carried out by third parties. Any unexpected additional costs associated with this are only for the account of the Customer if this has been agreed in writing in advance. These general terms and conditions also apply to the work that third parties perform in that context.
3.4 The Customer will immediately inform the Supplier of changes in name, address, place of residence or place of business, e-mail addresses, telephone numbers, bank account numbers or other data relevant to the performance of the Agreement.
3.6 If the Customer is in default, this has the following consequences: The Customer owes statutory commercial interest on the outstanding amount and the Supplier is entitled to suspend the Service, including making the application(s) inaccessible.
3.7 If the Supplier suspends the fulfillment of its obligations, it retains its claims under the law and the Agreement between the parties, including the claim to payment for the suspended Service and the right to compensation, lost profit and interest. The Supplier is not obliged to pay compensation for damage as a result of a valid suspension.
3.8 All changes to the Agreement between the parties, either at the request of the Customer or as a result of the fact that a different performance is necessary due to any circumstances whatsoever, will be regarded as additional work and the associated additional costs will be invoiced accordingly to the Customer at the Supplier's normal rates.
3.9 For the purpose of correct and careful execution of the Agreement between the parties, the Supplier may, where appropriate, process personal data for the Customer. In that case, the Supplier will act as a 'processor' within the meaning of the legislation and regulations applicable in the Netherlands in the field of the protection of personal data. The customer is the 'controller' of the relevant personal data. In order to guarantee the due care of the relevant processing operations, the Supplier will cooperate in concluding a separate processing agreement with the Customer.
3.10 The data that the Supplier obtains by providing the Service can be made available to third parties in anonymised form.
3.11 If the Supplier rents out goods, such as VR glasses and associated accessories, to the Buyer, the parties will enter into a rental agreement for the period and rental price agreed in the Agreement. The Supplier may require a deposit from the Buyer to be determined by the Supplier. The customer must handle the rented property with due care and ensure that the rented property is used in accordance with its intended purpose, in accordance with the specifications and capacities of the rented property. The Customer is not permitted to alienate, pledge, sublet or otherwise give the rented property to another person for use. At the end of the lease, the Buyer is obliged to return the rented property to the Supplier in its original condition, free of damage and clean. If the leased property falls out of the control of the Buyer, the Buyer is obliged to immediately inform the Supplier thereof. Damage to the rented property, caused in the period in which the Buyer is responsible for the rented property, must be reported to the Supplier immediately after discovery, but at the latest within forty-eight (48) hours after its occurrence.
- Provision of the Application(s)
This article regulates the way in which the Supplier makes its application(s)app available.
4.1 This article is additionally applicable if the Service consists of the provision of the Application(s)
4.2 After the conclusion of an Agreement to that effect between the parties, the Supplier will make every effort to provide a high-quality Application(s) app and to realize its uninterrupted availability.
4.3 Unless the parties have agreed otherwise In Writing, the Customer is responsible for the hardware on which the Application(s) run, such as VR glasses and tablets.
4.4 Due to many factors beyond Supplier's control, Supplier does not make any guarantees about quality or availability, unless expressly agreed otherwise. The terms of delivery stated by the Supplier are always indicative, unless expressly agreed otherwise.
4.5 The Supplier may temporarily decommission the Application(s) in whole or in part for preventive, corrective or adaptive maintenance or other forms of service without becoming liable for damages. The Supplier will not allow the decommissioning to last longer than necessary and will take place outside office hours as much as possible.
4.6 The Supplier shall remain available for a reasonable level of remote support for the Customer by e-mail (via email@example.com), during regular business hours.
4.7 Supplier may provide updates to the Application(s) from time to time. The Supplier will provide the Buyer with instructions for this purpose.
4.8 The acceptance of the Supplier's Application(s) being made available is emphatically not dependent on an acceptance procedure, unless the parties have expressly and substantively agreed on a clearly detailed acceptance procedure and concrete implementation plan and not only the obligation to have such a procedure or making such a plan. Acceptance is deemed to have taken place if the situation as referred to in the previous clause does not exist and the Customer has started using the Application(s) for productive purposes within its organisation.
This article explains which rules apply if Supplier provides consultancy services, including expert training.
5.1 This article applies additionally if the Service consists of providing consultancy services, whether or not in the form of expert training.
5.2 The provision of consultancy services will be carried out by the Supplier completely independently, at its own discretion and not under the supervision and management of the Customer.
5.3 The Customer undertakes towards the Supplier to provide all information requested by the Supplier that the Supplier deems necessary to prepare sound advice and/or consultancy report.
5.4 The use of the advice and/or consultancy report is at the risk of the Customer. Without prejudice to the Supplier's right to provide evidence to the contrary, the Customer bears proof that the Service does not comply with what may be expected from a reasonably competent and reasonably acting supplier.
5.5 Except with the Written permission of the Supplier, the Customer is not entitled to communicate the advice and/or consultancy report delivered to a third party, make it available or otherwise make it public.
- Delivery of goods and retention of title
A number of rules follow from this article that apply if the Supplier sells and supplies goods, such as VR glasses and associated accessories.
6.1 This article applies additionally if the Service consists of the sale and delivery of goods, such as VR glasses and associated accessories.
6.2 The Supplier undertakes vis-à-vis the Buyer to deliver the goods according to the description, quality and quantity described (in greater detail) in the quotation.
6.3 Unless the parties have expressly agreed otherwise In Writing, the Supplier does not guarantee that the delivered goods are suitable for the purpose intended by the Customer.
6.4 If a model or example has been shown or provided by the Supplier, this is only by way of illustration. The qualities of the goods actually to be delivered may deviate from models and examples, unless the parties have expressly agreed otherwise in writing.
6.5 Unless otherwise agreed, the method of shipment is determined by the Supplier. If the Customer designates a specific carrier that will take on the transport, the Customer shall bear any additional costs thereof. The goods will be delivered by the Supplier or sent for delivery to the place or places in the manner specified in the Agreement.
6.6 The risk and ownership of the goods transfers to the Customer at the time of delivery or, if the goods are delivered by a carrier, at the time of handing over for transport.
6.7 Contrary to the previous paragraph, the Supplier retains ownership as long as the Customer has not paid the full amount of the purchase price, including any additional costs, or has not provided security for this. In such a case, ownership will only pass to the Buyer if it has fully fulfilled its obligations towards the Supplier. As long as full payment has not been made, the delivered goods can be taken back by the Supplier at any time. In such a case, the Buyer is obliged to immediately return the goods to the Supplier at its own expense and risk upon first demand. As long as full payment has not been made, the Buyer is expressly not permitted to alienate, encumber, pledge or otherwise place the goods under the power of third parties outside its normal business operations. The Buyer is also not permitted to alienate, encumber, pledge or otherwise place the goods under the control of third parties in the course of its normal business operations when the Buyer applies for suspension of payment or if the Buyer is declared bankrupt.
6.8 The Supplier is entitled to make partial deliveries.
6.9 The customer is obliged to check the delivered goods for possible damage and/or defects as soon as possible after receipt. The Supplier will only handle complaints regarding visible damage and/or defects if they have reached the Supplier In Writing within fourteen (14) days after delivery, accompanied by an accurate statement of the nature and grounds of the complaint(s). After the expiry of this term of fourteen (14) days, the Customer is deemed to have approved the delivered goods.
6.10 With due observance of the limitation included in the previous paragraph, the Supplier may provide a guarantee to be agreed upon on the goods it has supplied. This warranty is limited to any warranty that the Supplier's supplier has provided with regard to the relevant good. Any warranty conditions of that supplier will then apply.
- Prices and payment
Which prices and which payment method apply follows from this article.
7.1 All prices are in the specified currency and exclusive of VAT and other government-imposed levies, unless expressly stated otherwise. Supplier does not accept payments in currencies other than those specified. In the absence of a specified currency, all prices are in Euros.
7.2 All prices on the website, quotations, brochures and other documentation of the Supplier are subject to programming and typing errors.
7.3 If a price is based on incorrect information provided by the Buyer, the Supplier has the right to adjust the prices to the extent as if the correct information had been provided, even after the Agreement between the parties has already been concluded.
7.4 The Supplier will invoice the amounts owed by the Customer to the Customer. The Supplier may also issue electronic invoices. The Supplier has the right to charge the amounts due periodically prior to the delivery of its Services.
7.5 The payment term of an invoice is fourteen (14) days after the invoice date, unless agreed otherwise.
7.6 The Customer cannot invoke suspension of payment or settlement.
- Duration, cancellation and dissolution
This article determines how the Agreement between the parties is terminated.
8.1 Unless the parties have agreed otherwise or this is not possible due to the nature of the Agreement, the Agreement has been entered into between the parties for a period of twelve (12) months and the Agreement is always tacitly renewed for the same period, unless it is legally terminated or parties have agreed on a different term by which the agreement is extended.
8.2 In principle, a notice period of one (1) calendar month applies. If the Agreement has been entered into for a fixed term, it can only be canceled with due observance of the notice period at the end of the term.
8.3 Each party is entitled to dissolve the Agreement between the parties with immediate effect by means of a Written notice to the other party, if:
- the other party has ceased to exist;
- the other party has been declared bankrupt, has been granted suspension of payments or has taken a decision to dissolve;
- the other party no longer performs any activities;
- the other party is in default with regard to an essential obligation under the Agreement between the parties, and that party has not remedied this default within thirty (30) days after a notice of default; or
- circumstances arise that are of such a nature that compliance with the Agreement between the parties can no longer be required of the terminating party according to standards of reasonableness and fairness.
8.4 If the Agreement is terminated between the parties, regardless of the grounds, the Supplier's claims against the Customer are immediately due and payable. In the event of dissolution of the Agreement, amounts already invoiced for services rendered remain due, without any obligation to undo. In the event of dissolution by the Customer, the Customer may only dissolve the part of the Agreement that has not yet been performed by the Supplier. If the dissolution is attributable to the Customer, the Supplier is entitled to compensation for the resulting direct and indirect damage.
8.5 After the Agreement between the parties has been terminated, regardless of the grounds, the Supplier may immediately deny the Customer access to the Application(s).
The provisions of this article apply in particular when using the Application(s).
9.1 The Customer is prohibited from using the Application(s) to violate Dutch or other laws and regulations applicable to the Customer or Supplier, or to infringe the rights of others or to act unlawfully in any other way.
9.2 The Customer shall refrain from hindering other customers or users or causing damage to systems or networks of the Supplier, its other customers and other internet users. The Customer is not permitted to start up processes or programs, whether or not via the Supplier's systems, of which the Customer knows or should reasonably suspect that it will hinder or damage the Supplier, its other customers or other internet users.
9.3 If, in the opinion of the Supplier, whether or not after a complaint from a third party, nuisance or damage or any other danger arises for the functioning of the Application(s), the computer systems or the network of the Supplier or third parties, the Supplier is entitled to take such measures as it reasonably deems necessary to prevent or limit this danger. These measures are in any case understood to mean blocking the Customer's access to the Application(s). The Supplier will communicate this to the Customer as soon as possible. The Supplier is not obliged to pay compensation for damage as a result of measures taken in the context of this article.
9.4 The Supplier is at all times entitled to report established (suspected) criminal offenses. Furthermore, the Supplier is entitled to provide the name, address and other identifying data of the Customer to a third party who believes that the Customer is infringing his or her rights, provided that the correctness of that complaint is reasonably plausible and the third party has a clear has an interest in the disclosure of the data.
9.5 The customer guarantees that its staff or other users, who are under its management and/or supervision, are informed of the user conditions of the article paragraphs for this and will also comply with them.
- Intellectual property
Supplier and third parties may have intellectual property rights, such as copyrights or database rights, which must be respected.
10.1 All intellectual property rights to all Services, software (including the Application(s)), content, analyses, designs, documentation, advice, (consultancy) reports, quotations, developed or made available by the Supplier in the context of the Agreement including preparatory material thereof, are held solely by Supplier or its licensors.
10.2 The Customer will only acquire the user rights and powers arising from the purport of the Agreement between the parties, these general terms and conditions or which are otherwise granted In Writing. Apart from these and the mandatory rights granted to the Customer by law, the Customer will not reproduce and publish the software, content and materials or (repeatedly systematically) request and reuse the software.
10.3 Unless otherwise agreed, the Customer is not permitted to remove or change any designation regarding copyrights, brands, trade names or other intellectual property rights from the software, content or materials made available, including designations regarding the confidential nature and secrecy of the content or materials.
10.4 The Supplier is permitted to take technical measures to protect its software, content and materials. If the Supplier has secured this software, content or materials by means of technical protection, the Customer is not permitted to remove, change or evade this protection, unless the law stipulates the contrary.
10.5 If the Customer makes data or other material available to the Supplier for inclusion in the Application(s), the Customer or its supplier(s) retains the intellectual property rights vested therein, but the Customer grants to the Supplier with regard to that data or other material an irrevocable, non-cancellable license, which also includes the right to sublicense. The license also remains valid after the end of the Agreement. The Buyer guarantees that the data or other material provided under license does not infringe the (intellectual property) rights of third parties and the Buyer indemnifies the Supplier in this respect.
10.6 The Customer grants the Supplier an irrevocable license to display the Customer's company name and/or logo on the Supplier's website in order to make it known to the general public that the Customer is a customer of the Supplier.
The Supplier limits its liability for damage in this article.
11.1 The Supplier's liability for direct damage suffered by the Customer as a result of an attributable failure by the Supplier to comply with its obligations under the Agreement between the parties or these General Terms and Conditions, including any unlawful act by the Supplier, its employees or agents engaged by it. third parties, is limited per event or per series of related events to an amount equal to the payments that the Customer owes per year under the relevant Agreement (excluding VAT and other levies imposed by the government). In no event, however, will the Supplier's liability for direct damage exceed the amount that the Supplier's insurer is prepared to pay out in such a case, less the amount owed by the Supplier for the deductible.
11.2 Apart from the cases referred to in the previous paragraph, the Supplier has no liability whatsoever for compensation, regardless of the grounds on which an action for compensation would be based. In particular, the Supplier is not liable for damage other than financial damage and for indirect damage. Indirect damage includes: consequential damage, lost profit, lost savings, loss of (company) data, reputational damage, damage from data leaks and damage due to business interruption.
11.3 The liability of the Supplier due to an attributable shortcoming in the fulfillment of the Agreement only arises if the Customer immediately and properly declares the Supplier in default In Writing, whereby the Supplier is granted a reasonable period of time to remedy the shortcoming, and the Supplier is also attributably in default after that reasonable period. fails to fulfill its obligations. The notice of default must contain as detailed a description as possible of the shortcoming, so that the Supplier will be able to respond adequately.
11.4 A condition for the existence of any right to compensation is always that the Customer reports the damage to the Supplier In Writing within thirty (30) days of its occurrence. Any claim for compensation against the Supplier will lapse by the mere lapse of twenty-four (24) months after the claim arose, unless the Customer has instituted a legal claim for compensation for the damage before the expiry of that period.
11.5 All exclusions and limitations of liability included in these general terms and conditions also apply to the benefit of all (legal) persons that the Supplier uses in the performance of the Agreement between the parties and will lapse if and insofar as the damage is the result of intent or willful recklessness of the Supplier's management.
- Force Majeure
In situations of force majeure, the parties cannot comply and are not obliged to do so.
12.1 None of the parties can be held to fulfill any obligation if a circumstance beyond the control of the parties occurs that deprives any reasonable possibility of fulfillment, unless that circumstance could or should have been foreseen between the parties when the Agreement was concluded .
12.2 Force majeure, in addition to what is understood in this regard in the applicable laws and regulations and applicable case law, is in any case understood to include: failures of public infrastructure that is usually available to the Supplier and where the provision of the Service, the Application(s) of is dependent on but over which Supplier has no actual or contractual control (such as the operation of the registers and networks in the internet, which are autonomous or with which Supplier has not entered into a contract), failures or failures of the internet or telecommunications infrastructure that resulting from unlawful or criminal acts (such as hacking, DDoS attacks and the like), power failures, civil disturbances, mobilizations, wars, transport disruptions, strikes, epidemics, business disruptions, fire, floods, terrorist attacks, and in the event that The Supplier is not enabled to deliver by its own suppliers, regardless of the reason, as a result of which compliance with the Agreement between the parties cannot reasonably be expected from the Supplier.
12.3 If a force majeure situation continues for more than three (3) months, each party has the right to dissolve the Agreement between the parties. In that case, what has already been performed on the basis of the relevant Agreement will be settled pro rata, without the parties owing each other anything further.
- Other provisions
Other agreements between the parties are laid down in this article.
13.1 Dutch law applies to the Agreement between the parties.
13.2 Unless the parties manage to reach an amicable solution or otherwise agree in Writing, disputes will be submitted exclusively to the competent court of the district in which the Supplier is established.
13.3 The Customer is not permitted to transfer its rights and obligations under the Agreement applicable between the parties to a third party, unless the Supplier has given explicit prior permission for this. However, this permission is not necessary in the event of a business takeover or takeover of the majority of the shares of the Customer.
13.4 If any provision of the Agreement proves to be null and void, this will not affect the validity of the entire Agreement. In that case, the parties will adopt new provisions to replace them, which will give shape to the intention of the original Agreement and these general terms and conditions as much as is legally possible.
13.5 Information and announcements on the website and in brochures of the Supplier are subject to programming and typing errors. In the event of any inconsistency between the website or brochures on the one hand and the Agreement between the parties on the other hand, the provisions of the Agreement will prevail.
13.6 The log files, versions stored by the Supplier of the communication between the parties and other forms of administration of the Supplier are considered authentic and constitute full proof of the Supplier's assertions. The Customer is free to provide evidence to the contrary.