Terms & conditions
By means of Software-as-a-Service (“SaaS”), we offer you the following Software “Bookler-Software” (the “Software”). This means that we offer you access and related services to the Software we have developed. These are the general terms and conditions (“Terms”) that are always applicable to the use of our Software.
If you have any questions, you can contact us by sending an email to firstname.lastname@example.org, and by calling: +31(0)644466885 or via mail: Bookler VOF, St Odulphusstraat 10, 5614AP, Eindhoven.
We have the right to change these Terms at all times. The latest version of these Terms will always apply. Arrangements that deviate from these Terms will only be applicable if they have been agreed on by us in writing.
Article 1: Description of services
Bookler’s services are the design, hosting, implementation and maintenance of voice-driven Software and related services.
Article 2: Application
These Terms apply to every offer and agreement (“Agreement”) between Bookler and you (“Client”). We shall send you these Terms at your request, free of charge.
Article 3: Proposals and offers
3.1 All our proposals and offers are non-binding, unless expressly agreed otherwise. An offer or proposal only applies to the assignment specified therein (and not to possible future assignments).
3.2 When Client provides us with certain information, Bookler may assume that the provided information is correct and shall base the proposal on that information.
Article 4: Price
4.1 Offered prices do not include possible expenses or any taxes or levies imposed by relevant authorities. 4.2 Bookler has the right to adjust its prices at any given time. The new price will then be applicable two weeks after its announcement.
4.3 In case Client does not agree with the change of price in question, Client has the right to terminate, in writing, the Agreement within two weeks days after the announcement. The Agreement will then terminate on the day the new prices become applicable.
Article 5: Payment and Collection Charges
5.1 Bookler will send you a (monthly) invoice. You have to pay within 30 days after the invoice date. 5.2 If a payment is due, the Client will automatically be in default. A default notice is not required. 5.3 In case of default Bookler may charge you:
A. the statutory commercial interest. The interest is calculated from the moment that the payment becomes due, until the moment that the amount has been paid in full.
B. all extrajudicial costs. In case of an invoice up to € 267, these costs will be € 40. In case of a higher invoice amount, the maximum collection fees are as follows:
i) 15% on the first € 2,500;
ii) 10% on the part that remains thereafter, up to € 5,000;
iii) 5% on the part that remains thereafter, up to € 10,000;
iv) 1% on the part that remains thereafter, to € 200,000
v) 0.5% on the remaining part, whereby the total collection fees are maximized to € 6,775.
Article 6: Duration
6.1 Bookler and Client enter into the Agreement for a definite period.
6.2 After the first term for which Parties have entered into the Agreement, the Agreement will be extended (without notice) for an indefinite period. During the indefinite period, Parties are allowed to terminate the Agreement at the end of the month, in writing, with respecting a notice period as agreed by Parties.
Article 7: Execution of the Agreement
7.1 Client provides Bookler in a timely manner with all the information, materials and codes that are necessary for the execution of the Agreement.
7.2 If Client does not comply with Article 7.1, Bookler may bill the extra costs incurred by this delay.
7.3 If Bookler for the execution of the Agreement depends on (software)solutions provided by Client or a third party employed by Client, Client is responsible for the correct functioning of these solutions. If Bookler is not able to execute the Agreement due to a shortcoming in these solutions, Client is not entitled to suspend its obligations under the Agreement.
Article 8: Amendment Agreement
8.1 If during the Agreement appears that for execution of the content of the Agreement must be amended, Parties shall do so by mutual agreement.
8.2 In case of an amendment, Bookler may lower or higher the agreed price. Bookler shall, if possible, provide an offer prior to the amendment. With the amendment, the implementation period may change as well.
Article 9: Suspension
9.1 Bookler may temporarily suspend the execution of the Agreement if it is temporarily unable to execute the activities required. This is among other things (but not limited to) the case when:
A. the connectivity with Client cannot be used caused by a circumstance beyond the control of Bookler;
B. the servers of Bookler are not available or the Software is not available due to the hosting provider(s) of Bookler.
9.2 If execution of the Agreement is no longer possible, the Parties may agree to terminate the Agreement for the part that has not yet been executed. If Bookler has partially complied with its obligations, and the part with which has been complied has an autonomous value, Bookler is allowed to invoice that part of the Agreement.
Article 10: Termination
10.1 Bookler may suspend or terminate its obligations under the Agreement if Client fails to (fully) meet its obligations set out in the Agreement (in a timely manner), after a notice of default has been given. In that case Client must compensate Bookler for all damages.
10.2 In addition, both Parties are entitled to terminate the Agreement, in writing, without notice of default in the following cases (without the obligation to pay any damages suffered by the other Party):
A. a Party has been granted suspension of payments;
B. a Party is declared bankrupt;
C. a Party may no longer freely dispose over its own assets.
Article 11: Force Majeure
11.1 Bookler is not obliged to comply in the event of force majeure.
11.2 Bookler may suspend the obligations, coming from the Agreement, for as long as the force majeure continues.
11.3 No liability occurs in case of force majeure.
11.4 If the force majeure takes place for a period that exceeds 2 months, the Agreement can be terminated in writing by either Party. In such a case, neither Party has the right to recover damages from the other Party.
11.5 In case of termination due to force majeure, Bookler shall send Client an invoice regarding the period in which the Software has been used (this includes months for which no payment has yet been received).
Article 12: Ownership of Bookler
12.1 All that Bookler delivers to Client stays in the ownership of Bookler, unless Parties have agreed otherwise.
12.2 Client must take all reasonably possible action in order to guarantee the preservation of the properties of Bookler.
12.3 If Bookler wants to exercise its ownership rights, it may enter the places of Client where the properties are stored in order to retrieve those properties.
Article 13: Availability and complaints
13.1 Bookler shall do its best to keep the Software up and running 24 hours a day, 7 days a week. However, Bookler does not guarantee that the Software is completely free of error. Please inform us immediately of any errors, bugs or malfunctions of the Software. We will then do our utmost best to resolve your problem as quickly as possible.
13.2 A complaint does not suspend the payment obligation.
13.3 Bookler has the right to change the Software. This includes, but is not limited to, changing, removing or adding certain features or functionalities of the Software.
Article 14: Liability
14.1 Bookler is not liable for the content of the data that the Client has collected, saved or processed within the framework of the Software.
14.2 Bookler is not liable for any damages as a result of the malfunctioning of the internet connection, internal networks and other IT-systems of Client, that form the necessary requirements for operating the Software.
14.3 Bookler is not liable for any damage which is caused by inadequate use of the Software.
14.4 Bookler is not liable for any damages resulting from the Client due to incorrect or incomplete information provided by Client.
14.5 Bookler is not liable for any indirect damage for example loss of profit, loss of revenue, and reputational damage.
14.6 Bookler is only liable for direct damages that are unequivocally caused by a shortcoming from Bookler.
14.7 In case of liability, the liability of Bookler is limited to € 20.000 per case, and in any case limited to the maximum amount paid out by its insurer.
14.8 Bookler undertakes the responsibility to ensure that your data will be stored safely. Bookler is not liable for the damage or loss of any data, for the storage of which Bookler has employed third parties. 14.9 The limitations set out in this Article do not apply if damage is the result of a deliberate act or gross negligence from Bookler.
Article 15: Limitation period
The limitation period of all claims against Bookler is one year.
Article 16: Indemnification
16.1 The Client indemnifies Bookler for all claims by third parties relating to the data that Client has collected, saved or processed by means of our Software.
16.2 The Client indemnifies Bookler from all claims from third parties that suffer damage from the execution of the Agreement but cannot be attributed to Bookler.
16.3 If third parties address Bookler, Client shall do everything that can reasonably be expected. 16.4 If the Client does not take sufficient measures, Bookler may undertake measures. All costs and damages are for the expense and risk of Client.
Article 17: Intellectual property
17.1 Bookler (and/or its licensor or suppliers) are the exclusive owners of all existing and future “Intellectual Property”, such as copyrights, trademarks, design rights, patents, source codes and know how, which rest on the Software or are the fruits of the use of the Software.
17.2 As a user, Client only gains the non-exclusive and non-transferable right to use the Software. Client cannot claim any of the Intellectual property. This is not an exclusive right, which means that Bookler can grant others similar rights of use. Furthermore, it is expressly forbidden for Client to transfer or license this right to any third party.
Article 18: Non-disclosure
18.1 Parties shall not disclose any confidential information of the other Party to third parties unless it is required by law. “Confident Information” includes all information which a Party has designated as confident or which by its nature can be classified as confident. More specific, Client shall disclose the content of agreements, offers, reports or other confidential information of Bookler.
18.2 Within ten (10) days after termination of the Agreement, every Party shall return all “Confidential Information” of the other Party, wherever possible.
18.3 This Article also holds after termination or ending of the Agreement.
Article 19: Privacy
Article 20: Invalidity
The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other provision of these Terms. Any such invalid or unenforceable provision shall be replaced by a provision that is considered to be valid and enforceable and which interpretation shall be as close as possible to the intent of the invalid provision.
Article 21: Conflicting clauses
If these Terms contain provisions that conflict with provisions from the Agreement, the Agreement prevails.
Article 23: Applicable law
Article 24: Competent Court
Court of ‘s-Hertogenbosch.