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Terms and Conditions

Article 1. Definitions and general

1. In these general terms and conditions (conditions):

  • Cloud Career Services BV: The private company Cloud Career Services BV, established in Groningen.
  • Client: the natural or legal person, acting in the exercise of his business or profession, who has concluded an agreement with Cloud Career Services BV or obtained a quotation for this purpose.
  • Cloud Career Services BV and the Client together.
  • Online Career Platform: the Cloud Career Services BV software, and related services.
  • Upgrade: renewing or updating the Online Career Platform.

2. Deviations from these conditions can only be agreed in writing and only apply to the agreement to which they have been agreed.

3. If one or more provisions of these terms and conditions are null and void or are destroyed by judicial intervention, the remaining provisions will remain in full force. The Parties shall draw up new provisions in mutual consultation, according to the purpose and purport of the original provisions.

4. The conditions are stipulated for the benefit of every third party who, whether or not in employment, is engaged in the performance of any agreement or is or may be liable in this connection.

5. The agreement is exclusively accepted by Cloud Career Services BV and executed on its behalf, even if it is the express or tacit intention that the agreement is executed by a specific person. Articles 7: 404, 7: 407 paragraph 2 and 7: 409 of the Dutch Civil Code are explicitly not applicable.

Article 2. Offer and acceptance

  1. The offer is without obligation and valid up to and including 30 days from the date of the offer.
  2. If it appears that the information provided by the Client is incorrect, Cloud Career Services BV is entitled to adjust the prices accordingly.
  3. Cloud Career Services BV can not be held to the set prices, services or conditions in its offers if the Client can reasonably understand that the quotation, or any part thereof, contains an obvious mistake or error.
  4. The agreement is concluded at the moment that Cloud Career Services BV has received the agreement signed by the Client for approval.

Article 3. Execution of the agreement

  1. Cloud Career Services BV carries out the activities within the scope of the agreement to the best of its knowledge, expertise and ability. All agreements between the Client and Cloud Career Services BV are subject to a best efforts obligation, unless the agreement expressly promises a result by Cloud Career Services BV and the result in question is also described with sufficient certainty. All this on the basis of the current state of knowledge at that time.
  2. If it has been agreed that the agreement will be executed in phases, Cloud Career Services BV may suspend the execution of those parts (which belong to a following phase) until the Client has approved the results of the preceding phase in writing.
  3. The Client shall ensure that all data of which Cloud Career Services BV indicates that these are necessary or of which the Client should understand that these are necessary for the execution of the agreement, are provided to Cloud Career Services BV in a timely manner. The execution period of the agreement does not start before the Client has made these data available to Cloud Career Services BV correctly and completely.
  4. Insofar as proper execution of the agreement requires, Cloud Career Services BV has the right to have third parties carry out (parts of) the activities from the agreement.

Article 4. Maintenance and availability of the Online Application

  1. Cloud Career Services BV will endeavor to realize uninterrupted availability of its systems and networks, and to realize access to data stored by Cloud Career Services BV, but does not offer any guarantees except as indicated in the Service Level Agreement.

Article 5. Notice & Takedown

  1. If a third party Cloud Career Services BV indicates that information is available on the Online Career Platform or part and / or functionality of a system which is managed by the Client or a client of the Client, with which third parties infringe the rights of that third party or otherwise unlawfully acted, Cloud Career Services BV is entitled to deny the Client access to the Online Career Platform. If the application or part and / or functionality of the system is on Cloud Career Services BV equipment, Cloud Career Services BV will remove the relevant information from its system with immediate effect.
  2. In that case, Cloud Career Services BV is entitled to provide personal data of the Client to a third party or to the competent person.
  3. Cloud Career Services BV will never be liable for damage of any kind suffered by the Client or its customers as a result of the conclusion of the Online Career Platform or as a result of the removal of the information or the provision of personal data.
  4. The Client indemnifies and will hold Cloud Career Services BV harmless for any form of claim, indictment or legal action of a third party in connection with (the content of) the data traffic or the information originating from or on behalf of the Client.

Article 6. Prices

  1. All prices are exclusive of VAT and other government levies.
  2. Cloud Career Services BV is entitled to increase the prices used in the agreement at any time. Cloud Career Services BV will notify the Client of this at least two months in advance.
  3. Cloud Career Services BV is entitled under the following circumstances to immediately increase the price, without the possibility for the Client to terminate the agreement:
    – if the price increase is the result of an amendment to the agreement;
    – if the price increase is the result of a price increase by Cloud Career Services BV;
    – if the price increase ensues from an obligation on Cloud Career Services BV pursuant to the law;
    – if the price increase is the result of changed market conditions or inflation correction.

Article 7. Payment conditions

  1. Payment must be made within fourteen days after the invoice date, at the latest before the first day of the month to which the payment relates. All amounts due are invoiced monthly or annually and must be paid by way of an advance unless otherwise agreed in the quotation.
  2. The Client is never entitled to set off the amount owed by it to Cloud Career Services BV.
  3. After the due date, the Client is in default and Cloud Career Services BV is entitled to charge the statutory interest at that time. The interest on the due and payable amount will be calculated from the moment that the Client is in default until the moment of payment of the full amount, whereby a part of the month is considered as the entire month.
  4. If the payment is not longer than 30 days, Cloud Career Services BV is entitled to suspend access to the Client’s application until the moment of full payment.
  5. If the Client fails to comply with one or more obligations towards Cloud Career Services BV, all reasonable costs incurred in obtaining payment – in and out of court – will be borne by the Client, with the extrajudicial costs being at least 15% of the invoice amount with a minimum of from € 45, -. The Client is not entitled to suspend and / or set off his obligations towards Cloud Career Services BV.
  6. If there are several Clients, each of them is jointly and severally liable for the total invoice amount, insofar as the work has been performed for the benefit of the joint Clients and irrespective of the ascription of the invoice.
  7. Amounts paid by the Client always serve first to pay all interest and costs owed and, secondly, to claimable invoices that have been outstanding the longest. Even if the Client indicates that the payment relates to a later invoice.
  8. Client agrees to electronic invoicing by Cloud Career Services BV.
  9. Cloud Career Services BV is entitled to execute the agreement in several phases and to invoice the thus executed part separately.

 

Article 8. Modification of the agreement

 

If:

  1. Client is in default with the (timely) fulfillment of any obligation with regard to the agreement;
  2. It is plausible that the Client will not be able to, not fully and / or not timely fulfill an obligation towards Cloud Career Services BV;
  3. The Client has been declared bankrupt, has been placed under guardianship, has received a moratorium or the statutory debt restructuring scheme has been declared applicable to the Client, or a request to that effect is pending;

Cloud Career Services BV has the right to suspend the fulfillment by virtue of all existing agreements between the Client and Cloud Career Services BV, or to terminate these agreements in whole or in part without any notice of default and without being obliged to pay any compensation.

Suspension and dissolution are only allowed if the shortcoming justifies it.

  1. Furthermore, Cloud Career Services BV is authorized to terminate the agreement (or have it dissolved) if circumstances arise which are of such a nature that compliance with the agreement is impossible or can no longer be demanded according to standards of reasonableness and fairness or if other circumstances arise such that unchanged maintenance of the contract can not reasonably be expected.
  2. All possible obligations of the Client towards Cloud Career Services BV become immediately due and payable after dissolution or suspension. The foregoing is subject to an exception if the Client provides Cloud Career Services BV with sufficient certainty for the fulfillment of its obligations.
  3. Suspension and / or dissolution shall not affect the payment obligation for the work already performed. Cloud Career Services BV is also entitled to claim compensation from the Client for damage, costs and interest caused by the default of the Client and the dissolution of the agreement, including the loss of income by Cloud Career Services BV.

Article 9. Liability

  1. The liability of Cloud Career Services BV, insofar as it is covered by its business liability insurance, is limited to the amount that is paid out in the relevant case in the context of the business liability insurance, increased by the deductible applicable in the present case.
  2. If in any case the insurer fails to pay or the damage is not covered by the insurance, the liability of Cloud Career Services BV is limited to a maximum of the invoice value of that specific part of the agreement to which the liability relates, with a maximum of € 2,500.-. For contracts with a duration that is longer than six months, the liability of Cloud Career Services BV is limited to a maximum of the invoice amount over three months.
  3. Cloud Career Services BV is not liable for damage of any nature whatsoever, caused by Cloud Career Services BV based on incorrect and / or incomplete data provided by or on behalf of the Client.
  4. Cloud Career Services BV is never liable for indirect damage, including stagnation in the regular course of affairs in the company of the Client, lost profit, missed savings and consequential damage, in any way related to, or caused by the execution of the agreement.
  5. Except for the cases referred to in article 10, paragraph 1 and 2, Cloud Career Services BV is not liable for damages, regardless of the grounds on which an action for compensation would be based. However, the maximum amount stated in Article 10, paragraph 1, will lapse if and insofar as the damage is the result of intent or gross negligence of Cloud Career Services BV.
  6. The liability of Cloud Career Services BV for attributable shortcoming in the fulfillment of the agreement only arises if the Client promptly and properly in writing Cloud Career Services BV gives notice of a reasonable period to purify the shortcoming, and Cloud Career Services BV also after that term remains imputable in the fulfillment of his obligations. The notice of default must contain as detailed a description as possible of the shortcoming, so that Cloud Career Services BV is able to respond adequately. Cloud Career Services BV is never liable for damage caused by force majeure.
  7. The condition for the existence of any right to compensation is always that the Client reports the damage to Cloud Career Services BV in writing within 14 days of the occurrence thereof.
  8. The Client indemnifies Cloud Career Services BV against all third-party claims for liability as a result of a defect in the Online Career Platform provided by the Client to a third party and which also consisted of goods, materials or results delivered by Cloud Career Services BV.

Article 10. Indemnity

  1. Cloud Career Services BV undertakes to indemnify the Client against claims from third parties on account of infringement of intellectual property rights claimed by those third parties with regard to services provided to the Client, unless the infringement has arisen through the actions of the Client.
  2. The Client indemnifies Cloud Career Services BV against all claims of third parties with regard to the processing of data made available by the Client or on behalf of the Client, including personal data. Client is responsible for the content of the data.

Article 11. Force majeure

  1. If Cloud Career Services BV can not, not timely or improperly fulfill its obligations under the agreement as a result of external causes and circumstances, foresee or not foreseen, which can not reasonably be attributed to Cloud Career Services BV, these obligations shall be suspended until the moment that Cloud Career Services BV is still able to fulfill this in the agreed manner.
  2. Force majeure means in these conditions, in addition to what is understood in law and jurisprudence, all external causes, foreseen or not foreseen, on which Cloud Career Services BV can exert no influence. In particular, force majeure means; domestic riots, synflood, network attack, DoS or DDoS attacks, mobilization, war, traffic blockage, strike, exclusion, legislative changes, company disruption, stagnation in supply, fire, flood, import and export restrictions and in the event that Cloud Career Services BV is not enabled to deliver due to its own Cloud Career Services BV, regardless of the reason, as a result of which fulfillment of the agreement can not reasonably be expected from Cloud Career Services BV.
  3. If the force majeure situation has lasted three months, or as soon as it is established that the force majeure situation will last longer than three months, each of the parties shall be entitled to terminate the agreement prematurely with immediate effect out of court by means of a written notification, on the understanding that such interim termination is no longer possible after the agreement has been fulfilled, whether the nature or extent of the shortcoming does not justify the interim termination. In the event of premature termination due to force majeure, the Client must still pay the parts or parts of the agreed price periodically or in advance for the period before the force majeure situation occurred. Cloud Career Services BV will also refund prepaid amounts relating to services that have not been performed as a result of force majeure.

Article 12. Intellectual property

  1. The intellectual property rights relating to the Online Career Platform and the documentation are vested in Cloud Career Services BV or its licensers. The Online Career Platform remains the property of Cloud Career Services BV.
  2. Cloud Career Services BV indemnifies the Client in legal proceedings instituted against him by third parties and based on the statement that the use of the Online Career Platform and / or the documentation infringes the intellectual property rights belonging to this third party, unless:
    – Client fails to notify Cloud Career Services BV of the claim in writing immediately; or
    – the aware claims of third parties are caused by changes in the Online Career Platform that have been made by the Client or by third parties engaged by it; or
    – The conscious claims of third parties are caused by the use of the Online Career Platform and / or documentation in a manner that is otherwise contrary to the terms and conditions or the agreement.
  3. The indemnity referred to in paragraph 2 only applies if the Client leaves the handling of the case, including the handling of settlement negotiations, to Cloud Career Services BV and, if requested, grants the necessary cooperation to Cloud Career Services BV.
  4. Client declares that if a claim as referred to in paragraph 2 is pending, he agrees that Cloud Career Services at its option:
    – The Online Career Platform and / or the documentation will (have) altered such that they no longer infringe;
    – The Online Career Platform and / or the documentation will be replaced by a functionally equivalent product;
    – Request the Online Career Platform and / or the documentation from the Client and pay the Client a fee to be determined.

Article 13. Confidentiality

  1. Cloud Career Services BV and the Client are obliged to keep confidential all confidential information and data that they have obtained from each other within the framework of the agreement.
  2. Information has to be considered confidential if this has been communicated by the other party or if this results from the nature of the information.
  3. Cloud Career Services BV is obliged to observe its duty of confidentiality and in connection with this it must regard all data and all information provided by the Client as strictly confidential and to do everything possible and to do what is reasonably possible and necessary to ensure secrecy.
  4. The parties also impose this obligation on their employees as well as on third parties engaged by them to execute the agreement.
  5. Cloud Career Services BV will not take cognizance of data that the Client stores and / or distributes via the systems of Cloud Career Services BV, unless this is necessary for the proper execution of the agreement or if Cloud Career Services BV is obliged to do so pursuant to a statutory provision or court order. In that case, Cloud Career Services BV will endeavor to restrict the knowledge of the data as much as possible, as far as this is within its power.

Article 14. Personnel

  1. The Client is not permitted to employ employees of Cloud Career Services BV for as long as the contract between the Client and Cloud Career Services BV continues, as well as one year after the end thereof, or to allow them to work for them in any other way, directly or indirectly. , without the prior written permission of Cloud Career Services BV. In this context, employees of Cloud Career Services BV are understood to mean persons who are employed by Cloud Career Services BV or one of the companies affiliated with Cloud Career Services BV or who have not been employed by Cloud Cloud Career Services BV more than six months ago. or one of the companies affiliated with Cloud Career Services BV.

Article 15. Final provisions

  1. Dutch law applies to this agreement. The applicability of the Vienna Sales Convention is explicitly excluded.
  2. The version of any communication, administration and measurements made by Cloud Career Services BV concerning the Online Career Platform and related services received by Cloud Career Services BV shall constitute authentic and compelling proof, subject to proof to the contrary provided by the Client.
  3. The Client is not entitled to use any trade name, brand name, logos or signs of Cloud Career Services BV, unless Cloud Career Services BV has expressly given its approval in writing.
  4. The judge of the District of Noord-Nederland, location Groningen, is exclusively competent with regard to any dispute between the parties that is related to the present agreement.
  5. There is a dispute as referred to in the fourth paragraph as soon as one of the parties states this.
  6. Cloud Career Services BV reserves the right to change or supplement the conditions.
  7. If Cloud Career Services BV declares the changed conditions to existing agreements applicable, Cloud Career Services BV will announce the changes in time. They will take effect 30 days after the announcement of the change on the website of Cloud Career Services BV, by letter or email, at the discretion of Cloud Career Services BV.
  8. These conditions come into effect on 1 August 2018

Section Training

This section only applies if Cloud Career Services BV provides a training or workshop at the request of the Client.

Artikel 16. Overeenkomst training of workshop bij Opdrachtgever 

The client must take care of:

  1. Sufficient participants in the training;
    – Marketing and promotion for training;
    – Location and space for the training;
    – Equipment of which Cloud Career Services BV indicates that it is necessary to give the Lecture.
  2. If the Client has not fulfilled his payment obligation before the start of the training or workshop, Cloud Career Services BV will not perform this training or workshop.

Article 17. Cancellation of the training or workshop by the Client

  1. Cancellation of the training or workshop by the Client must be done in writing.
  2. If the training or workshop outside the sphere of influence of Cloud Career Services BV has not been taken on the agreed date, the following cancellation conditions apply:
    Time of cancellation Costs for the Client
    36 hours or less before the start 100% of the invoiced costs
    36 – 60 hours before the start 50% of the invoiced costs
    more than 60 hours before the start 25% of the invoiced costs

Article 18. Replacement

  1. Cloud Career Services BV is entitled at all times to replace the person who gives the training or workshop by another suitable person.