Filer is a limited liability company registered with the Chamber of Commerce under number 74449974 and located at the Piet Snoeijersstraat 16, 4651TT, [ VAR] [CITY]
Article 1 - Definitions
In these terms and conditions, the following terms are used in the following meaning, unless explicitly stated otherwise
Company: The natural or legal person who acts in the course of a profession or business
Consumer: The natural person who does not act in the course of a profession or business
Client: A Company or Consumer who enters into a (remote) agreement with the Service Provider
Service provider: the legal person Filer B.V. that offers Services (remotely) to the client, hereinafter: Filer
Offer: Any written offer to the Client to provide Services by the Service Provider
Services: the Service that Filer offers is whether or not to store and search online files to be processed by the Client
Assignment: the execution of the agreement by Filer with regard to the Services requested by the Client
Agreement: the agreement for the provision of services that the Client has commissioned
These general terms and conditions apply to every offer made by Filer, every agreement between Filer and the Client and every service offered by Filer
Before an agreement is concluded (whether or not remotely), the Client will have access to these general terms and conditions. If this is not reasonably possible, Filer will indicate to the Client how the Client can view the general terms and conditions, which is in any case published on the Filer website, so that the Client can easily store these general terms and conditions on a durable medium
The possible applicability of the Client's general terms and conditions is expressly rejected
In principle, it is not possible to deviate from these general terms and conditions. In exceptional situations, the general terms and conditions can be deviated from if this has been explicitly agreed in writing with Filer
These general terms and conditions also apply to additional, amended and follow-up assignments from the Client
If one or more provisions of these general terms and conditions are partially or completely void or are canceled, the other provisions of these general terms and conditions will remain in force, and the invalid/voided provision (s) will be replaced by a provision with the same purport as the original determination
Uncertainties about the content, explanation or situations that are not regulated in these terms and conditions should be assessed and explained in the spirit of these terms and conditions
The applicability of articles 7: 404 BW and 7: 407 paragraph 2 BW is explicitly excluded
The rights and obligations under the agreement between Parties cannot be transferred by the Client to a third party unless Filer grants the Client explicit and prior permission. Filer is free to attach further conditions to this
Article 3 - The Offer
All offers made by Filer are without obligation, unless explicitly stated otherwise in writing. If the offer is limited or valid under specific conditions, this will be explicitly stated in the offer
Filer has the right to refuse an agreement with a potential Client for a reason founded for Filer
The offer contains a complete and accurate description of the Services offered. The description is so detailed that the Client is able to make a proper assessment of the offer. Apparent mistakes or errors in the offer cannot bind Filer. Any images and specific information in the offer are only an indication and cannot be grounds for any compensation or termination of the agreement. All Offers are also made on information provided by the Client. Offers expire if the Client's data is incorrect or incomplete
Delivery times in Filer's offer are indicative and do not entitle the Client to termination or compensation if exceeded, unless expressly agreed otherwise
A composite quotation does not oblige Filer to supply part of the services included in the offer or quotation at a corresponding part of the stated price
Article 4 - Establishment of the agreement
The agreement is concluded when the Client registers/creates an account with Filer
If the Client has accepted an Offer by giving an order to Filer, Filer will confirm the order of the Client by showing it in the dashboard of the account with which the Client placed the order
Filer is not bound to an Offer if the Client could reasonably have expected or should have understood or should have understood that the Offer contains an obvious mistake or clerical error. The Client cannot derive any rights from this mistake or clerical error
An Offer is only valid if offered by Filer via the dashboard of the account used by the Client
Article 5 - Duration of the agreement
If and insofar as an agreement has been concluded between the Client and Filer, the duration of this agreement is at least 1 (one) month, unless the parties have agreed otherwise
Both the Client and Filer can dissolve the agreement on the basis of an attributable shortcoming in the fulfillment of the agreement if the other party has been given notice of default in writing, and he/she has been given a reasonable term to fulfill his obligations, and he fails to do so culpably. . This also includes the payment and cooperation obligations of the Client
The dissolution of the agreement does not affect the Client's payment obligations if Filer has performed work or performed services at the time of the dissolution. The client must pay the agreed fee
The client is entitled to terminate the agreement at the end of a (calendar) month, with due observance of a notice period of the next (calendar) month and any current and already concluded contracts. If the Client terminates the agreement, it will owe the costs incurred by Filer for the execution of the agreed assignment
Article 6 - Adjustment of the storage
If it appears that the Client needs more or less storage, the Client can, with due observance of a processing period of one month, purchase additional storage by purchasing a larger package or purchasing a smaller package. If the Client requires less storage, it must ensure that its storage is less or at most equal to the total storage capacity of the package it has chosen and that any contracts concluded with regard to the package then selected have expired. If the storage is above the set limit, the Client cannot convert his package into a smaller package
The client bears the responsibility and the risk for a timely and adequate settlement of the files to be indicated by him. If files are lost, mutilated or otherwise no longer usable as a result of the conversion of the package, this risk will be entirely for the account of the Client
Filer can make changes to the scope and/or content of the (SaaS) services it offers. The additional costs associated with this are for the account of the Client. The client will be informed of this as soon as possible. The Client can terminate the agreement in writing on the date on which the changes take effect, unless the changes are the result of changes in relevant laws or regulations
Article 7 - Prices and payment
All prices are in principle exclusive of turnover tax (VAT) and other tax levies for both Business and Consumers, unless stated otherwise
The Client cannot derive any rights or expectations from a previously issued budget, unless the parties have explicitly agreed otherwise
The agreed (monthly) rates and ongoing fees from Filer can be adjusted annually. The price changes will be announced to the Client at least one month prior to the price change
The client is obliged to pay the agreed amount within 14 days from the invoice date, unless the parties have agreed otherwise. In the case of direct debit, the costs owed are collected monthly from the account specified by the Client
The fee due will be charged no later than the last day of the calendar month. If the client terminates the agreement earlier, the fee owed will be charged until the end of the current month
The client must immediately pay these costs to the account number notified to him and the associated data from Filer. Barring very special circumstances, the Client can only agree on a further period in which the amount due must be paid, after explicit and written permission from Filer
Article 8 - Debt collection policy
If the Client does not meet his payment obligation and has not fulfilled his obligation within the stipulated payment period of 14 days, the Client will be in default. A Consumer is only in default after he has received a written reminder with the request to pay the amount due within the period set therein and has not paid the company within this period. Filer is entitled to block access to the services offered to the Client until the Client has fulfilled its payment obligation
From the date that the Client is in default, Filer will, without further notice of default, claim the statutory (commercial) interest from the first day of absenteeism until full payment, and compensation of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code according to the graduated scale from the decision on compensation for extrajudicial collection costs of 1 July 2012
If Filer has incurred more or higher costs that are reasonably necessary, these costs will be eligible for compensation. Judicial and execution costs incurred are also for the account of the Client
Article 9 - Execution of the agreement
Filer will endeavor to execute the agreement with the greatest possible care as may be required from a good contractor. All Services are performed on the basis of a best efforts obligation, unless an explicit and written result has been agreed upon which is described in detail. The Client is prohibited from allowing third parties to use the Services provided in the field of SaaS
In the performance of the Services, Filer is not obliged or obliged to follow the instructions of the Client if this changes the content or scope of the agreed Services. If the instructions result in additional work for Filer, the Client is obliged to reimburse the additional or additional costs accordingly
If the Client wishes to have an assignment carried out urgently by Filer, the Client must reimburse an additional urgent rate for this. All urgent orders must be paid in advance
Filer is entitled to engage third parties for the execution of the services at its own discretion
The execution of the agreement commences within a reasonable term after entering into the agreement. Filer must ensure that the Client has the necessary facilities in good time
If, on the basis of a request or order from a government agency and/or a legal obligation, Filer carries out work with regard to the Client's data, the costs involved will only be for the Client
If there are any changes, Filer can continue to perform the services with a modified version of the Software or software. Filer is never obliged or obliged to maintain, change or add certain functionalities and/or specific properties
Article 10 - Obligations of the Client
The client always provides Filer with all necessary and necessary data and/or information and necessary cooperation for the execution of the agreement. If the Client deploys its own staff and/or auxiliary persons, these persons have the necessary knowledge, expertise and experience
If the Client suspects that the information provided by him is incorrect or incomplete, the Client will inform Filer without delay and the correct information will still be sent
The Client ensures suitable equipment, operating environment and the necessary Software from other suppliers. The client is responsible for the use of the necessary licenses. The Client must also ensure the use of up-to-date and adequate security software as well as the inspection and security procedures
The Client is obliged to protect all technical protections and other facilities of the Software from Filer, and to respect the intellectual property rights resting on the Software
The Client is not permitted to make changes or have them made in all or part of the Software or Software
The Client is prohibited from infringing the rights and / or privacy of others, performing acts contrary to the law (including storing, sharing and / or publishing material that is misleading, defamatory and / or fraudulent, pornographic , is extremely violent or offensive), incites hatred / intolerance of a person or group based on religion, race, ethnic origin, disability / disability, gender or sexual preference. In addition, the Client must refrain from sending misleading information with a false source of identification (including phising and spoofing) and sending spam, unwanted advertising, promotional actions, whether or not authorized to do so. The Client is also prohibited from searching / scanning or testing the vulnerability of the system or network, whether or not by creating (bulk) accounts or scraping. Furthermore, it is forbidden for the Client to receive more storage space than what was paid for, as well as to (try to) circumvent the limits for the storage space, security and authentication measures and / or take advantage of opportunities to obtain more storage space
Furthermore, the Client is not permitted to use/misuse the Software or Software to scan or test the vulnerability of the system or network, to seek access to non-public parts of the Service and/or to use these parts unlawfully and/or change, as well as interrupting or disrupting the system, network, servers, other users, hosts by, for example, sending a virus, overloading/flooding the systems and/or spamming
Article 11 - Delivery or completion
Filer makes every effort to deliver the Services in accordance with the offer as much as possible
Filer makes every effort to provide the services within the agreed term, insofar as this can reasonably be expected from it
The nature of Filer's activities means that the provision of services can only be started once all necessary information has been provided by the Client. If the commencement of the services is delayed because, for example, the Client has not or not timely supplied all the requested information, does not cooperate sufficiently, the advance has not been received in time by Filer or due to other circumstances, the Client itself bears the risk, costs and the (possible ) damage if he/she has not provided the necessary information in time and expressly indemnifies Filer against all consequences and possible resulting damage for the Client and Filer
Article 12 - Risk transfer
The risk of theft and loss, misappropriation or damage of data, documents, software, data files and/or items that are used, made or delivered in the context of the execution of the agreement, transfers to the Client at the time when they are actually have been made available to the Client or at the time of the installation and/or implementation of the Software. If and insofar as this causes any damage to the Client, Filer is obliged to supply replacement Software at the cost price of the information carriers. Reinstallation and/or implementation must take place at the agreed rate unless otherwise agreed
Article 13 - Acceptance and Warranty
The Client therefore accepts the Software or Software in the state it is in at the time of delivery ("as is") with all visible and invisible defects. The Software or Software is deemed accepted by the Client upon delivery to the Client
Filer does not guarantee that the Software or software will function without errors and/or interruptions
Filer endeavors to repair (possible) errors in the software within a reasonable period of time. The repair only concerns Software or software that has been developed by Filer itself, and the defects have been reported by the Client in a timely manner. Filer is entitled to postpone recovery until a new version of the software is put into use. Defects in the Software and/or software that have not been developed by Filer can be repaired in consultation at the expense and risk of the Client
The Client must immediately and in detail report the detected defect to Filer in writing in such a way that Filer is able to reproduce and repair the defects. The defect was reported when the Client of Filer provides confirmation of the report to the Client
Recovery also includes the provision of temporary solutions
The warranty does not cover the repair of mutilated or lost data, materials and/or items. Filer is not obliged to restore this data. If agreed, Filer can provide reasonable cooperation, but is never responsible or obliged to repair any mutilated and/or lost data. The Client must at all times take measures to prevent and limit malfunctions, defects, mutilation and/or loss of data, whether or not on the basis of information provided by Filer
The Client is prohibited from making changes or having them made in any form whatsoever
Filer does not guarantee that the Software or Software made available, within the framework of the SaaS services, will be adapted in time to changes in relevant laws and regulations
Article 14 - License
The Client obtains a non-exclusive, non-transferable and non-sublicensable license for the duration of the agreement on the Software specified in the agreement and the accompanying Software
The source code as well as the technical documentation of the Software is at all times excluded from the right of use
Article 15 - Maintenance
Filer performs maintenance on the offered Software or Software. The Maintenance starts from the Acceptance of the relevant Software
The maintenance basically contains the following Services (i) corrective, (ii) preventive and (iii) innovative Maintenance and (iv) user support
The maintenance does not affect the Client's own responsibility for the management and use of the Software and the manner in which the results of the use of the Software are used. The Client is also responsible for the instruction to and use of the Software by third parties engaged by the Client
In case of corrective, preventive and/or adaptive maintenance, Filer is entitled to put the SaaS services out of use in whole or in part (temporarily). During this interruption, the client is not entitled to any compensation. Filer will, to the extent possible, allow the interruption to take place outside office hours and to keep the duration as short as reasonably possible
Article 16 - Privacy, data processing and security
Filer handles the (personal) data of the Client and Users of the website with care and will only use it in accordance with the privacy statement. If requested, Filer will inform the person concerned about this. Questions about the processing of personal data and further information can be obtained via the contact form on https://gofiler.org/Contact
The Client is responsible for the processing of data that is processed using a Filer service. The client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, the Client indemnifies Filer against any (legal) claim related to this data or the performance of the agreement
If Filer is required to provide security of information under the agreement, this security will meet the agreed specifications and a level of security that is not unreasonable in view of the state of the art, the sensitivity of the data and the associated costs
Parties must act in accordance with the General Data Protection Regulation and observe the ensuing obligations as well as other applicable laws and regulations. Parties must conclude a processing agreement for this
Under the General Data Protection Regulation, the client has obligations towards third parties. This includes, but is not limited to, the obligation to provide information, provide access, correct and remove personal data from data subjects. The Client is solely and fully responsible for the correct fulfillment of these obligations. With regard to these personal data, Filer is “Processor” within the meaning of the GDPR. Filer will provide support as much as technically possible
Article 17 - Suspension
Filer has the right to retain the data, data files, software and more received or realized by it if the Client has not yet (fully) fulfilled its payment obligations, even if it is obliged to do so
Filer is entitled to suspend the fulfillment of its obligations as soon as the Client is in default with the fulfillment of any obligation arising from the agreement, including the late payment of its invoices. The suspension will be immediately confirmed to the Client in writing. In that case, Filer is not liable for damage, in whatever form, as a result of the suspension of its activities
Article 18 - Force majeure
Filer is not liable if it is unable to fulfill its obligations under the agreement due to a force majeure situation
Force majeure on the part of Filer means in any case, but is not limited to: (i) force majeure of suppliers (and third parties engaged) of Filer, (ii) failure to properly fulfill obligations of suppliers that Customer has to Filer are prescribed or recommended, (iii) defective business, equipment, software or materials of third parties, (iv) government measures, (v) power outages, (vi) internet outages, data network and telecommunication facilities (for example, through: cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems and (x) other situations that, in the opinion of Filer, fall outside its sphere of influence that temporarily or permanently prevent the fulfillment of its obligations
If a force majeure situation lasts longer than three months, the agreement can be dissolved in writing by either party. If any work has already been performed under the agreement, in such a case, payment will be made proportionally without any liability on the part of each party towards each other
Article 19 - Limitation of liability
In the event of an attributable shortcoming on the part of Filer, Filer is only obliged to pay any compensation if the Client has given Filer notice of default within 14 days after discovery of the shortcoming, and Filer has subsequently not repaired this shortcoming within the reasonable period stated in the notice of default. . The notice of default must be submitted in writing, and must contain such an accurate description of the shortcoming or defect that Filer is able to respond adequately
If the performance of Services and/or the execution of assignments by Filer leads to Filer's liability, that liability is limited to the costs charged in connection with the assignment, excluding VAT (but maximum over a period of 12 months prior to the notice of default). with regard to direct damage. Direct damage is understood to mean: reasonable costs incurred to limit or prevent direct damage, determining the cause of the damage, direct damage, liability and the manner of repair, as well as the costs of emergency facilities
Filer is not liable for consequential damage, indirect damage, trading loss, loss of profit and/or loss suffered, missed savings, damage due to business interruption and damage resulting from the use of Services provided by Filer, damage due to loss of data, damage due to exceeding delivery times, consequential damage and delay damage and interest damage
Filer is not liable for damage that is or may be the result of any action or omission as a result of (incomplete and/or incorrect) information on the website or that of linked websites
Filer is not responsible for errors and/or irregularities in the functionality of the website and/or the Software, software, malfunctions or the unavailability of the website and/or software and Software for any reason
Furthermore, Filer is not liable for damage that has arisen as a result of, or in connection with changes made or work performed in or on the Filer Software that has taken place without the express permission of Filer
The third party (parties) engaged by Filer, for the performance of the services, are themselves responsible and liable for damages for all damage that has been caused to the Client as a result of and/or negligent acts by third party (parties)
Filer does not guarantee the correct and complete transfer of the content of emails sent by/on behalf of Filer, nor the timely receipt thereof
The Client guarantees the correctness and completeness of the information and wishes it has provided with regard to the assignment
All claims of the Client for failure on the part of Filer will lapse if they have not been reported to Filer in writing and with reasons. Any claim for compensation against Filer must always be reported in writing, but no later than one year after the Client was aware or could reasonably have been aware of the facts on which he bases his claims. After this period, the claim lapses
In any case, Filer's liability ends after one year has elapsed after the agreement between Parties has ended
Article 20 - Termination of the agreement
Either Party may terminate the agreement without being liable to pay any compensation if the other Party fails to meet its obligations after having received written notice of default or one of the parties has been granted a moratorium, has filed for bankruptcy or the relevant company ends by liquidation or other than merging or reconstructing the company
If a situation as mentioned above occurs, Filer is never obliged to refund any money already received and/or compensation
All post-contractual obligations under these terms and conditions and the agreement, which by their nature are intended to continue even after termination of the agreement, remain after termination. In any case, this concerns the provisions on confidentiality, intellectual property rights, liability and dispute resolution and choice of law
Article 21 - Confidentiality
Filer and the Client undertake to maintain the confidentiality of all (confidential) information obtained in the context of an agreement. Confidentiality arises from the agreement or which can reasonably be expected to be confidential information. Parties will observe strict confidentiality with regard to all information they obtain about each other and from each other. All information and data carriers of the other Party are not made available to third parties and must be kept strictly secret, unless the other Party has given prior express written permission to do so
The Client is obliged to keep all Software and other materials provided by Filer confidential, not to disclose them to third parties or to use them, unless Filer has given explicit permission for this
Employees may only be informed if these employees are directly involved in the execution of the agreement. In all other cases, employees should not receive this information
If, on the basis of a statutory provision or a court decision, Filer is obliged to provide (co-) confidential information to the law or competent court or a third party, and Filer cannot invoke a right of non-disclosure, Filer is not obliged to pay any compensation. and the Client is not entitled to dissolve the agreement
Filer and the Client also impose the duty of confidentiality on the third parties they engage
Article 22 - Intellectual Property Rights
All intellectual property rights of Filer, including websites, data files, software, equipment and/or other materials made available to the Client, documentation and quotations. As well as all the preparatory material thereof, rests exclusively with Filer, and/or third parties or suppliers if these rights already belonged to others than Filer
The Client is prohibited from disclosing and/or multiplying, altering or making available to third parties all documents and software on which Filer's IP rights and copyrights are attached, without the prior prior written consent of Filer and an agreed monetary compensation. If the Client wishes to make changes to items delivered by Filer, Filer must explicitly agree to the intended changes
The Client is prohibited from using the products on which Filer's intellectual property rights rest other than agreed in the agreement. Client only obtains a non-exclusive non-transferable right
The Client is also not permitted to change or remove any indication regarding the confidential nature, copyrights, trade names, brands, or any other intellectual property right from the Software, Documentation and/or other materials
Filer indemnifies the Client against claims from third parties with regard to (possible) infringements and/or claims from third parties with regard to what has been made available to the Client in the context of the agreement. The Client will immediately inform Filer about these breaches and/or claims
Article 23 - Indemnification and accuracy of information
The Client is responsible for the correctness, reliability and completeness of all data, information, documents and/or documents that he provides to Filer in the context of an assignment. The Client is also responsible for this if these data come from third parties
The client indemnifies Filer from any liability as a result of non-fulfillment or late fulfillment of the obligations under the previous paragraph
The Client indemnifies Filer against claims from third parties with regard to intellectual property rights to the data and information provided by the Client, which can be used when executing the assignment or agreement, as well as with regard to the content of the advice and reports drawn up by Filer
If the Client provides electronic files, software or information carriers to Filer, the Client guarantees that they are free from viruses and defects
Article 24 - Complaints
If the Client is not satisfied with Filer's service or products or otherwise has complaints about the execution of his assignment, the Client is obliged to report these complaints as soon as possible, but no later than 2 weeks after the relevant reason that led to the complaint. . Complaints can be reported via the contact form on https://gofiler.org/Contact
The complaint must be sufficiently substantiated and/or explained by the Client if Filer is to be able to process the complaint
Filer will respond to the complaint as soon as possible, but no later than 14 days after receipt of the complaint
Parties will try to find a solution together
Article 25 - Applicable law
Dutch law applies to the legal relationship between Filer and the Client
Filer can unilaterally change these terms and conditions. The most current version can be found on the website
All disputes, arising from or as a result of the agreement between Filer and the Client, will be settled by the competent court of Zeeland-West-Brabant, location Middelburg, unless provisions of mandatory law designate another competent court