Version 2Terms of service
Terms of serviceThese Terms of Service describe your rights and responsibilities when using our platforms and services (the “Services”). Please read them carefully. If you are a Customer (defined below), these Terms of Service govern your access and use of our Services. - Appendices: all appendices to the Agreement that form an integral part thereof, including but not limited to these Terms and Conditions and the privacy policy;
- Data: all data entered by the Customer in the Software, including but not limited to information about the Customer and content posted by Users or other third parties who use the Software;
- Service: the provision of the Software, either as a SaaS Service or as a Download Service;
- Download Service: the service whereby Decoders offers the Customer the possibility to download the Software and install it on its own server;
- Error: substantial non-compliance with specifications of the Software as described on the Website. An error only exists if the Customer can demonstrate this and if it is reproducible. The Customer is obliged to promptly notify Decoders of any errors;
- Users: persons to whom the Customer can make use of the Software;
- Helpdesk: the desk of Decoders where customers can go with questions about the Service and / or Software. Support questions can be sent to hello@decoders.digital;
- Main Customer: user whose identity is recorded in stories in text, images, sound material and film material;
- Intellectual Property Rights: all rights of intellectual property and related rights, such as copyright, trademark, patent rights, design rights, trade name rights, database rights and neighboring rights, as well as rights to know-how and single-line performance;
- Customer: individual or company who i) through the Website signed an Agreement with Decoders entered, or ii) signed a written agreement with Decoders to make use of the Service;
- Emergency situation: situation in which the availability and / or use of the Software becomes completely or at critical points unusable if immediate action is not taken by Decoders;
- Agreement: the agreement that the Customer enters into with Decoders regard to the use of the Software, concluded by means of a cooperation agreement or via the Website, including all Appendices;
- Maintenance: the maintenance performed by Decoders in respect of the Software, including support through the Helpdesk;
- Parties: Decoders and the Customer jointly;
- Patch: software made available for download and aimed at solving errors or other problems in the Software
- SaaS Service: the service whereby Decoders makes the Software available to the Customer from a distance.
- SLA: the service level agreement that can be concluded between the Parties for the purpose of the Maintenance and support of the Service and the Software;
- Software: the by Decoders application developed including updates. There are different versions of the Software; in these Terms of Service Software only refers to the version chosen by the Customer and for which the Customer entered into an Agreement with Decoders;
- Software of Third Parties: software developed by third parties which is used in this Software, including open source software;
- Decoders: The private company Decoders, with its registered in Utrecht at Rooseveltlaan 748, 3526BK Utrecht, registered at the KVK under number 84779179.
- Website: the website https://decoders.digital as well as all underlying web pages.
- These Terms of Service apply to all legal acts of Decoders, all legal relationships between Parties and all offers and Agreements between Parties.
- Deviations from and supplements to these Terms of Service are only valid if agreed in writing between the Parties.
- The applicability of any purchase or other conditions of the Customer is explicitly rejected.
- If any provision of these Terms of Service turns out to be invalid or voidable or becomes invalid in whole or in part for any other reason, the other provisions of the Terms of Service shall remain in full force. Decoders will replace the invalid stipulation with a clause that is valid and of which the legal consequences, in view of the content and the scope of these Terms of Service, correspond as far as possible with those of the invalid clause.
- These Terms of Service apply to all Services that Decoders offers, unless it is specifically stated that the provision in question only concerns the SaaS Service or the Download Service.
- Provided that the Customer has fulfilled its payment obligations, it grants the Customer a non-exclusive, non-transferable and non-sublicensable, limited license to use the Software in accordance with the provisions of the Agreement and these Terms of Service.
- The right of use only includes the object code of the Software and does not extend to the source code of the Software. The source code of the Software is not made available to the Customer.
- The Customer shall install, set up, parameterise and tune the Software himself and, if necessary, adapt the equipment and user environment used. Decoders are not obliged to perform data conversion.
- The Customer may only use the Software in and for the benefit of his own company or organization and only for the intended use.
- If the Customer is a company, the Customer is fully responsible for the actions and omissions of the natural person who has appointed the Customer.
- The Customer is not entitled to publish the Software, to reproduce it, to modify it, to decompile it and / or to apply reverse engineering, unless and insofar as mandatory law provides otherwise.
- The Customer is not permitted to sell, rent, alienate or grant limited rights to the Software or to make it available to a third party in any way or for any purpose whatsoever. Nor will the Customer give a third party - whether or not remotely - access to the Software.
- In the context of the Service, the Customer will have access to a username and password. The customer is responsible for keeping the username and password combination confidential. Customer is therefore liable for all use made via the username and password of the Service. Decoders may assume that the Customer is actually the one who logs in under the Customer's username. As soon as the Customer knows or has reason to suspect that the password and / or the username have come into the hands of unauthorized persons, Customer must inform Decoders of this immediately, without prejudice to the Customer's own obligation to immediately take effective measures itself, such as changing of the password.
- The Main Customer is responsible for monitoring the Customers interest in the use of the Software.
- Decoders will use their best efforts to execute the Service with due care. The Service is performed on the basis of an effort commitment.
- The Customer may use the Service after the signing of the Agreement.
- Customer determines which Data is stored with the help of the Service and how it and its Users use the Service. Decoders have no knowledge of that Data and the use of the Services by the Customer and / or its Users. The Customer is therefore responsible for ensuring that the Data and the use of the Service are lawful and do not infringe the rights of third parties. Decoders does not accept any liability for the Data stored with the help of the Service or for the use that Customer and / or its Users make with the Service. The Customer indemnifies Decoders against claims from third parties, including but not limited to Users of the Customer, which are based on the statement that the use of the Service by the Customer and / or its Users or the Data stored with the Service is unlawful.
- Decoders may make changes to the content or scope of the Service. Decoders will inform the Customer about this as soon as possible. If it concerns a substantial change to the Service that was agreed upon, the Customer is entitled to terminate the Agreement in writing within thirty days notice, adjusting for the date the change would take effect. Unless expressly agreed otherwise in writing, Decoders is not obliged to maintain, modify or add specific features or functionalities of the Service or the Software specifically for the Customer.
- If the new version of the Software contains new functionalities, Decoders may charge additional costs. The Customer is not obliged to take this new functionality.
- With respect to the Download Service, Decoders can offer new versions of the Software for download. The Customer is entitled to lag one version behind the most recent version of the Software. Decoders can also offer Patches for download. Customers are always obliged to download and install Patches as soon as possible.
- The Customer guarantees the correctness and completeness of all information provided by or on behalf of the Customer to Decoders.
- The Customer will never receive a physical carrier or a copy of the Software.
- Decoders takes care of the maintenance in the manner stipulated in this article 5, insofar as the Customer purchases the SaaS Service. Decoders also offers the Customer the opportunity to conclude an SLA with Decoders. If an SLA is purchased by the Customer, it will form an Annex to this Agreement.
- Decoders does not guarantee that the Software is error-free or operates without interruption.
- If the Customer has questions about the Services and / or the Software, the Customer can contact the Helpdesk in the manner described on the Website. The Helpdesk will endeavor to answer the Customer's questions as well as possible within a reasonable period of time.
- Decoders can not guarantee that Errors will not occur or that these will be resolved. However, Decoders will endeavor to repair any Errors in the SaaS Services as soon as possible.
- Decoders can not be asked to repair Errors if the Software is misused or improperly used by the Customer. If the Customer violates the Agreement or these Terms of Service can not be attributable to Decoders.
- Decoders are at all times entitled to install temporary solutions or program bypasses or problem-avoiding restrictions in the Software. Decoders are never obliged to repair corrupted or lost data.
- Decoders are not responsible for the purchase and / or proper functioning of the Customer's infrastructure. Decoders are not liable for damage or costs due to transmission errors, malfunctions or non-availability of computer, data or telecom facilities, including the internet.
- Decoders may suspend temporarily or completely disable the Software and / or restrict its use if this is necessary in its opinion, for example for Maintenance. If Decoders deems this necessary, it will inform the Customer in advance. If an Emergency requires that the Software be immediately put out of use or its use is restricted, Decoders will inform the Customer as soon as reasonably possible.
- If Customer purchases the Download Service, Decoders will not provide Maintenance unless otherwise agreed. The Customer can contact the Helpdesk and Decoders will endeavor to answer the Customer's questions as quickly and properly as possible.
- Decoders attach great importance to the security of its Services and the security of the Data. Decoders therefore use comprehensive security systems and modern technologies to secure the Services, the Software and the Data.
- With the SaaS Service, logging in to the Service always takes place via a secure connection and passwords on the servers are stored encrypted.
- The Customers Data is backed-up on a regular basis. This is done automatically and encrypted.
- Decoders uses a modern data center that has taken the necessary technical and organizational (access) measures to ensure the security of the servers.
- On the Website the security policy of Decoders is explained in more detail.
7. Intellectual Property Rights
- All Intellectual Property to Services and / or Software, excluding the Data, rests exclusively with Decoders. The Customer is not permitted to remove or change any designation concerning the confidential nature or concerning Intellectual Property Rights from the Software, files or materials.
- Customer acknowledges that Decoders is entitled, and insofar as necessary, Customer hereby grants Decoders the perpetual, irrevocable, transferable and sub-licensable right to use the Data - whether or not in anonymous form - for all purposes that Decoders desires. If this Data contains personal data, the provisions in the privacy policy apply. If a Customer purchases a paid service, Decoders will not use the Data for other purposes than specified in the privacy policy of Decoders.
- Decoders may bring or have placed technical provisions to protect the Software, files or materials. The Customer is not permitted to remove or circumvent such technical provisions or have them circumvented.
- The Customer is not permitted to make changes or additions or have third parties carry out maintenance or repairs to the Software, files or materials supplied by Decoders.
- If the Customer purchases the free Service, it hereby grants Decoders the right to use the Customer's name and any Customer logo in various communications, including - but not limited to - advertisements, promotional statements, in a pitch and on the website.
- This Software makes use of third party software. The use of third Party Software is governed by the (license) terms and conditions of those third parties, with the exception of the deviating provisions in these Terms of Service. The Customer accepts the user conditions with respect to the relevant third party software. The applicable (license) conditions of third parties can be found on their respective websites.
- If and insofar as the said conditions of third parties in the relationship between the Customer and this third party for whatever reason are deemed not to apply or are declared inapplicable, the provisions of these Terms of Service shall apply in full.
- It is possible that the Software contains applications, content and services of third parties and / or links to websites of third parties. The inclusion or presence of third party content within the Software or the possibility to link third party applications to the Software on the Website does not imply that Decoders has approved or checked this content. Decoders is not responsible for the content and working method of third-party content or for any use thereof by the User. The use of third-party content may be subject to general conditions and / or privacy policies from those parties.
- The Customer indemnifies Decoders for all damage and costs arising from and / or related to claims from third parties, for whatever reason, in connection with the use by the Customer, or its Users, of the Software of Third Parties, including any action of the Customer violates the applicable terms of service in respect of the Third Party Software or a violation of the Intellectual Property Rights in respect of the Third Party Software.
- Prices depend on the chosen Service and the number of Users thereof. All amounts relating to the Service are due in advance of use, unless otherwise agreed between the Parties. Payments must be completed and can not be rescinded.
- All prices excluding VAT and other levies that are imposed by the government. Unless otherwise stated, all prices are always in euros and the Customer must pay all payments in euros.
- Decoders is entitled, during the Agreement, to increase the prices for its Services annually, with effect from 1 January, in accordance with the price index figures of the previous calendar year, as published by the Dutch Statistics Bureau (CBS, Consumer price index 'All households'), plus at the highest 15%. Decoders is entitled to carry out the cost increase at a later date if it considers it desirable from an administrative point of view. If the Customer is a consumer and the price is increased after signing the Agreement, the Customer is entitled to terminate the Agreement with a one (1) month notice period, from when the price increase would have taken effect.
- Apart from the case mentioned in Article 9.3, Decoders is entitled to increase the prices for its Services if the costs for Decoders have increased. Decoders will report this price increase no later than one (1) months before the date on which the price increase takes effect. If the Customer can not agree to the increase of the price, the Customer is entitled to cancel the Agreement with a one (1) month notice period, from when the price increase would have taken effect.
- Any appeal by the Customer to suspension, set-off or deduction is not permitted, unless imperative law on consumers determines otherwise.
- If after the expiration of this period by the Decoders no (full) payment has been received, the Customer is immediately in default, without prior summons and notice of default being required. From the moment of default, the Customer will owe statutory commercial interest.
- If the Customer continues to fail to comply with the claim after a reminder, Decoders can hand over the claim. In that case, all costs made by Decoders, such as litigation costs and extrajudicial and judicial costs, including costs for legal assistance, bailiffs and collection agencies, incurred in connection with late payments, will be borne by the Customer.
- Decoders is entitled to suspend the fulfillment of its obligations until the Customer has met all its due and payable obligations.
- With regard to the by Decoders performed Services and the amounts owed by the Customer, the relevant documents and data from the administration or systems of Decoders will provide full proof, without prejudice to the Customer's right to provide proof to the contrary.
10. Duration and termination
- The Agreement is entered into for a period of one (1) year, unless otherwise specified in the Agreement. The Customer can then extend or conclude the Agreement. The Customer and Decoders both have the right to terminate the Agreement after the initial period in writing with due observance of a notice period of one (1) month, unless otherwise stipulated in the Agreement.
- Each Party is entitled to dissolve the Agreement in whole or in part in the event of bankruptcy or suspension of payments of the other Party, as well as in the event of the closure or liquidation of the business of the other Party other than for the purpose of reconstruction or merger of companies, or if decisive control over the business of the other Party changes.
- Dissolution of the Agreement on the basis of attributable shortcoming is only permitted after a written notice of default, in which a reasonable period is set for the purification of the shortcoming, unless otherwise specified in these Terms of Service.
- Decoders does not return (part of the) costs of an annual subscription if the Customer decides not to use the Service.
- In the event of dissolution of the Agreement, no undoing takes place of what Decoders has already delivered and / or has performed and the related payment obligation, unless the Customer proves that Decoders is in default with respect to the essential part of those performances. Amounts that Decoders has invoiced before the dissolution in connection with what Decoders has already performed or delivered properly to execute the Agreement, remain subject to the provisions of the previous sentence and will become immediately due and payable at the time of the dissolution.
- If the Agreement ends, for whatever reason, simultaneously all rights that the Customer benefits under the Agreement, including but not limited to the right to add data in the Customer's protected environment. The Customer shall immediately after the end of the Agreement all copies of the Software, files or materials supplied by Decoders under the Agreement will be removed from its systems and returned to Decoders. If no agreements have been made between Decoders and the customer, Decoders is not obliged at or after the end of the Agreement to assist the Customer with insight into the data desired by the Customer. The Customer is responsible for securing the Data before the end of the Agreement.
- Decoders is at all times entitled to (temporarily) block the access of the Customer to the Service if it deems this necessary and / or to dissolve the Agreement, including but not limited to the situations in which: Customer acts in violation of articles 3, 4.3, Customer has used the word and / or logo, trade name and / or logo of a third party without being entitled to do so, the company to which the Customer belongs decides to purchase a paid Service. The account created in such a case will be transferred to the person to be appointed by the company.
- Provisions in the Agreement which by their nature are intended to survive the end of the Agreement shall remain in full force after termination.
- In the context of the execution of the Agreement, Decoders will process personal data of the Customer. Decoders do this in accordance with applicable laws and regulations.
- In the context of the implementation of the SaaS Service, Decoders will also process personal data of Users. Decoders qualifies this processing as a processor within the meaning of the Personal Data Protection Act.
- The Customer guarantees that it fully complies with all legal obligations, including but not limited to the obligations arising from the Personal Data Protection Act, and that it is entitled to contact Decoders as (sub) processor of the personal data in question. The Customer also guarantees that it is Decoders entitled to grant the right to use (sub) processors itself. The Customer indemnifies Decoders fully against all claims from third parties, including the sub-processors, arising in any way from and / or connected with the processing of personal data by Decoders and / or that are the result of the breach of the aforementioned guarantees by Customer.
- Decoders makes every reasonable effort to its systems and the data transfer between Customer and Decoders secure against loss and / or against any form of unlawful use. For this Decoders implements appropriate technical and organizational measures as described in article 6, taking into account, among other things, the state of the art. The customer declares to have taken note of the by Decoders measures taken and to have established that these measures guarantee an adequate level of security with regard to the personal data being processed. The Customer indemnifies Decoders fully against all claims from third parties, which are in any way based on the statement that by Decoders are technical and organizational measures taken inadequate and / or adequate.
- The provisions included in this article regarding the processing of personal data qualify as a processor agreement as referred to in the Personal Data Protection Act.
- The liability of Decoders due to attributable shortcoming in the fulfillment of its obligations, by virtue of unlawful act and / or for any other reason, is limited to the compensation of direct damage suffered by the Customer up to the amount of the for the implementation of the Agreement stipulated compensation for one (1) calendar year. In no case shall total liability Decoders for direct damage, for whatever reason, exceed € 1, -. This limitation of liability also applies expressly to the by Decoders guarantees provided in these Terms of Service.
- The liability of Decoders indirect damage, consequential loss, lost profit, missed savings, reduced goodwill, loss due to business stagnation, damage as a result of claims by third parties, materials, services and / or software from third parties and damage related to the use of suppliers are excluded. Also excluded is the liability for mutilation, destruction or loss of data.
- The limitations mentioned in the previous paragraphs of this article lapse if and insofar as the damage is the result of intent or willful recklessness of Decoders or its managers ("own actions").
- The liability of Decoders due to attributable shortcoming in the fulfillment of an Agreement shall in all cases only arise if the Customer gives it immediate and sound written notice of default, whereby a reasonable term for the purification of the attributable shortcoming is made, and Decoders also after that period accountable remains short in the fulfillment of its obligations, except in the case of a permanent attributable shortcoming. The notice of default must contain as complete and detailed a description of the shortcoming as possible, so that Decoders is able to respond adequately.
- A condition for the existence of any right to compensation is always that the Customer notifies Decoders as fast as possible. Any claim for compensation against Decoders expires by the mere lapse of twelve (1) months after the claim arose.
- Decoders is not liable for any actions taken by the Customer based on the content that is displayed on the Website.
- Neither of the Parties is obliged to fulfill any obligation, including any guarantee obligation agreed between the Parties, if any is prevented from doing so as a result of force majeure.
- Force majeure also means: force majeure of suppliers of Decoders; failure to properly fulfill obligations of due to suppliers that have been prescribed by the Customer to Decoders; defects in goods, equipment, software or materials of third parties that have been prescribed by the Customer to Decoders; government measures; electricity failure; failure of the internet, computer network or telecommunications facilities; war; strike; general transport problems; and the unavailability of one or more employees.
- In the event of force majeure, Decoders is entitled to suspend its obligations under the Agreement, or to dissolve the Agreement in whole or in part, without there being any obligation to pay compensation to the Customer.
- If the force majeure situation lasts longer than three (3) months, the Parties have the right to dissolve the Agreement in writing, without Decoders having any obligation to pay compensation.
- The Customer is not entitled to transfer the Agreement or the rights and / or obligations from the Agreement to a third party.
- Decoders reserves the right to change these conditions. Changes also apply to agreements that have already been concluded with due observance of a period of thirty days after written notification of changes. If the client does not want to accept a change in these conditions, he can terminate the existing agreement with effect from the start date of the new conditions.
- Decoders is entitled to have the Agreement fully or partially executed by third parties or at least to engage third parties in the execution of the Agreement.
- The Agreements and these Terms of Service are governed by Dutch law. Applicability of the Vienna Sales Convention 1980 is excluded.
- Insofar national or international legal rules do not forcefully prescribe otherwise, all disputes arising from or connected with Agreements entered into under these Terms of Service, or Agreements that are the result thereof, will be exclusively brought before the competent court in Amsterdam.