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Terms and Conditions

Article 1 – Definitions

 

1.1 Revuw: In these General Terms and Conditions, “Revuw” refers to the private company Revuw B.V.

1.2 Licensee: The (legal) person with whom Revuw has entered into an Agreement.

1.3 Services: The services to be provided by Revuw, as described on Revuw.nl, including providing access to and the use of the System via a browser, exclusively for the purpose of setting up and maintaining the review portal.

1.4 Agreement: The Agreement (including these General Terms and Conditions) between Revuw and the Licensee, under which Revuw provides Services to the Licensee or delivers goods.

1.5 System: Equipment and software managed by Revuw (including the program code for setting up and maintaining the review portal) through which Revuw provides the Services to the Licensee.

1.6 Review Portal: The review portal managed by the Licensee based on Revuw’s System.

1.7 General Terms and Conditions: These General Terms and Conditions.

Article 2 – Applicability

 

2.1 These General Terms and Conditions apply to all offers and legal relationships of Revuw and to all Agreements concluded with Revuw, whereby Revuw provides goods and/or Services of any nature and under any name to the Licensee.

2.2 The applicability of purchasing or other conditions of the Licensee is expressly rejected.

2.3 The Licensee enters into this Agreement in the capacity of a business. Therefore, the Licensee cannot invoke consumer law and does not enjoy protections such as the right of withdrawal.

2.4 Revuw is entitled to unilaterally change the content of these General Terms and Conditions. Changes are communicated in writing or by email and take effect fourteen (14) days after notification or on another date specified in the notification.

2.5 If the Licensee does not wish to accept the changes to the General Terms and Conditions, he has the right to terminate the Agreement on the date the amended terms come into effect without Revuw being obliged to compensate costs or damages. The paid subscription fee will be refunded pro rata.

2.6 Deviations from and additions to these General Terms and Conditions are only valid if they are agreed upon in writing between the parties.

2.7 If any provision of the General Terms and Conditions is null and void or annulled, the other provisions of these General Terms and Conditions remain in full force. In such a case, Revuw and the Licensee will consult with the aim of agreeing on new provisions to replace the null and void or annulled provisions.

Article 3 – Formation of Agreement

 

3.1 All offers from Revuw are non-binding and can be revoked within ten working days after acceptance of the offer, unless explicitly stated otherwise in the offer. The Licensee guarantees the accuracy and completeness of the data provided by or on behalf of him to Revuw, on which Revuw bases its offer.

3.2 The Agreement between Revuw and the Licensee is concluded by clicking on the order button in the final step of the registration process on the Website Revuw.nl. The Agreement is also concluded when the Licensee provides payment details via phone, email, or in writing.

3.3 Revuw has the right to refuse a potential Licensee without stating reasons.

3.4 The Licensee appoints at least one contact person. The Licensee ensures that one contact person is available during normal office hours. Any change regarding a contact person must be immediately communicated to Revuw.

Article 4 – License

 

4.1 Revuw is the exclusive owner of all existing and future intellectual property rights, such as copyrights, trademark rights, model rights, patent rights, source code, and know-how, that are vested in or arise from the System and related software.

4.2 All intellectual property rights to software developed or made available to the Licensee under the Agreement, the review portal, databases, equipment, training, testing, and examination materials, or other materials such as analyses, designs, documentation, reports, quotations, as well as preparatory material thereof, rest exclusively with Revuw, its licensors, or its suppliers.

4.3 Revuw grants the Licensee a non-exclusive, non-transferable, non-pledgeable, and non-sublicensable right to use the System. The right of use commences upon the conclusion of the Agreement and only for the duration of the Agreement. The Licensee cannot claim the intellectual property rights mentioned in Article 4.1.

4.4 The right of use is non-transferable. The Licensee is not allowed to sell, rent, sublicense, or otherwise make the right of use available to a third party for any purpose.

4.5 The Licensee may use the right of use only for his own business activities.

4.6 The Licensee shall not remove or alter any indications regarding the confidential nature or copyrights, trademarks, trade names, or any other intellectual property right from the software, review portal, databases, equipment, or materials.

4.7 Even if the Agreement does not explicitly provide for this, Revuw is always allowed to implement technical measures to protect equipment, databases, review portals, provided software, software through which the Licensee is granted access (directly or indirectly), and the like, in connection with an agreed limitation in the content or duration of the right to use these objects. The Licensee shall not remove or circumvent such technical measures.

4.8 The Licensee shall refrain from modifying, adapting, further developing, or reverse engineering the intellectual property.

4.9 Revuw is never obliged to perform data conversion unless explicitly agreed upon in writing.

4.10 Without Revuw’s permission, the Licensee is prohibited from transferring the username(s) and password(s) provided by Revuw to third parties.

Article 5 – Duration of the Right of Use

 

5.1 If and insofar as the Agreement concluded between the parties is a continuing performance agreement, the agreement is entered into for the duration agreed upon between the parties, in the absence of which the duration of 1 year applies.

5.2 The duration of the Agreement is automatically extended for the duration of the originally agreed period, unless the Licensee or Revuw terminates the Agreement in writing, observing a notice period of 7 calendar days before the end of the relevant period.

5.3 The Agreement cannot be terminated prematurely.

5.4 After termination or dissolution of the Agreement, the Licensee shall refrain from any direct or indirect use of the licensed services and is obliged to delete all information obtained from Revuw from all (computer) equipment present at the Licensee within two working days after the date of termination or dissolution.

5.5 Each party has the authority to dissolve the Agreement due to an attributable failure in the performance of the Agreement only if the other party, in all cases after a detailed written notice of default in which a reasonable period is set for the remedy of the failure, imputably fails to fulfill essential obligations under the Agreement.

5.6 Revuw and the Licensee are authorized to terminate the Agreement with immediate effect without further notice of default or judicial intervention in writing or by email and without being obliged to compensate any costs or damages in the following cases:

  • if the other party files for bankruptcy or is declared bankrupt;
  • if the Licensee applies for (provisional) suspension of payments or is granted (provisional) suspension of payments;
  • if the Licensee is placed under guardianship or administration, or if Revuw ceases or liquidates its activities.

5.7 Notwithstanding the other provisions in this Agreement, the following obligations will continue after the end of this Agreement:

  • outstanding payments;
  • intellectual property rights;
  • liability.

Article 6 – Rights and Obligations of Revuw

 

6.1 Revuw endeavors to make the Services continuously available but does not guarantee that the Services are available at all times. We ask you to notify us immediately if the System experiences an outage, such as an error message or a functionality failure. You can do this by sending an email to [email protected].

6.2 Revuw will use its best efforts to perform its Services with care, where applicable, in accordance with the agreements and procedures laid down in writing with the Licensee. All Services of Revuw are performed on the basis of a best-efforts obligation, unless and insofar as the written Agreement with the Licensee expressly promises a result and the relevant result is also sufficiently specified in the Agreement.

6.3 Any agreements regarding a service level (Service Level Agreement) are only expressly agreed upon in writing. The Licensee shall always promptly inform Revuw of all circumstances that may affect or could affect the service level and its availability. If service level agreements are made, the availability of software, systems, and related Services is always measured in such a way that the previously announced unavailability due to preventive, corrective, or adaptive maintenance or other forms of service, as well as circumstances beyond Revuw’s control, are excluded. Subject to proof to the contrary by the Licensee, the availability measured by Revuw will serve as full proof.

6.4 Revuw is not involved in the content of the Licensee’s review portal and is therefore not responsible for the content and quality of the offered products and Services, advertising, and the handling of the sale, such as payment and delivery.

6.5 Revuw reserves the right to make changes to the Services and the System. Revuw will use its best efforts to notify changes that involve a restriction of the core functions of the Services and the System in advance, observing a reasonable period unless this is reasonably or technically not possible.

6.6 Revuw may expand the Services and/or the System with modules that contain new functionalities. Modules that are offered to new users for a fee do not automatically fall within the scope of the Agreement. If the Licensee wishes to use these modules, he must make additional arrangements with Revuw.

6.7 Revuw provides an electronic newsletter in which Licensees are informed about developments in Revuw’s Services. Unless the Licensee indicates that he does not wish to receive this, the Licensee will receive these electronic newsletters at the email address provided during the registration process for the duration of this Agreement.

6.8 Data hosted by Revuw is stored within the European Union. Revuw endeavors to (daily) back up data used within the Licensee’s portal but does not guarantee the availability of this data.

Article 7 – Rights and Obligations of the Licensee

 

7.1 The Licensee hereby obtains the non-exclusive and non-transferable right to use the Services through its own equipment and software to set up one review portal. Revuw provides the agreed computer programs and the agreed user documentation for use during the term of the Agreement based on a usage license, hereinafter referred to as “the software.” The right to use the software is non-exclusive, non-transferable, non-pledgeable, and non-sublicensable. The obligation to provide by Revuw and the right to use by the Licensee extends exclusively to the so-called object code of the software. The Licensee’s right to use does not extend to the source code of the software. The source code of the software and the technical documentation created during the development of the software will not be made available to the Licensee, even if the Licensee is willing to pay a financial compensation for it.

7.2 The Licensee is responsible for all use of the Services. The Licensee will always strictly comply with the agreed restrictions, of any nature or content, on the right to use the software. The Licensee may only use the software in and for the benefit of his own company or organization and only to the extent necessary for the intended use. The Licensee will not use the software for the benefit of third parties, for example, in the context of “Software-as-a-Service” (SaaS) or “outsourcing.”

7.3 Revuw is never responsible for making backups of the Licensee’s data. The Licensee is responsible for properly making backups of his own data used to set up and maintain the portal.

7.4 The Licensee must provide the correct, current, and complete (address) details requested during the registration process when entering into the Agreement. The Licensee must notify any changes to these (address) details as soon as possible via Revuw’s back office.

7.5 The Licensee must refrain from unauthorized use of the Services and will conduct himself in accordance with what Revuw can expect from a careful user. In particular, the Licensee will, when using the Services:

  • not place data on the System that infringes on the intellectual property rights of third parties;
  • not offer products or services that are stolen, in violation of legal provisions, or otherwise infringe on the rights of third parties;
  • not distribute data that is in violation of legal provisions, public order, and decency;
  • not intentionally spread viruses or other programs that can damage the equipment, software, or data of third parties;
  • not attempt to gain access to computers or computer systems for which he is not authorized (“hacking”);
  • not change, delete, or render unusable data placed on the System by other users of the Services or add data to those data without the consent of the respective third party;
  • not use the Services in such a way that it hinders the proper functioning thereof or causes damage or inconvenience to other users of the Services;
  • refrain from making his username or part of the Services available to third parties in any way. The Licensee will keep his username strictly personal and confidential;
  • follow all instructions given by Revuw in connection with the use of its Services.

7.6 Notwithstanding its other rights under the law or the Agreement, Revuw reserves the right to suspend its obligations to the Licensee or to terminate the Agreement immediately without prior notice if the Licensee acts or is reasonably suspected of acting in violation of Article 7.5, without Revuw being obliged to pay any compensation for damages.

7.7 If a Licensee wishes to have a security check performed by a third party, this is possible, but the date and time of this check must be coordinated with Revuw.

7.8 When entering into the Agreement, the Licensee is responsible for setting up the integrations with the review websites.

7.9 In applicable cases, the Licensee is obliged to cooperate in the registration, transfer, and termination of the portal.

7.10 The Licensee is never allowed to sell, rent, alienate, or grant limited rights to the software and the media on which the software is or will be recorded, or to make them available to a third party in any way, for any purpose, or under any title.

7.11 Upon request, the Licensee shall promptly cooperate with an investigation by or on behalf of Revuw regarding compliance with the agreed usage restrictions. The Licensee will grant access to his buildings and systems upon first request from Revuw. Revuw will treat all confidential business information obtained in the context of an investigation from or at Revuw, insofar as that information does not concern the use of the software itself, confidentially.

7.12 The parties agree that the Agreement between the parties, insofar as it concerns making software available for use, is never considered a purchase agreement.

7.13 Revuw is not obliged to maintain the software and/or provide support to users and/or administrators of the software. If, contrary to the foregoing, Revuw is asked to provide maintenance and/or support for the software, Revuw may require the Licensee to enter into a separate written Agreement.

Article 8 – License Fees and Prices

 

8.1 License fees and other prices or rates provided by or agreed upon with Revuw are exclusive of VAT (BTW) and other taxes or levies, unless otherwise stated. If the Licensee consists of multiple natural persons and/or legal entities according to the Agreement concluded between the parties, each of these (legal) persons is jointly and severally liable to Revuw for compliance with the Agreement. Regarding the performances provided by Revuw and the amounts owed by the Licensee, the data from the Licensee’s administration provides full evidence, without prejudice to Revuw’s right to provide counter-evidence.

8.2 Revuw is entitled to adjust the agreed price at any time by sending an email to the Licensee, observing a period of thirty (30) days.

8.3 If the Licensee does not agree with a price adjustment announced by Revuw, the Licensee is entitled to terminate the Agreement in writing or by email within thirty (30) days of the notification, effective on the date mentioned in Revuw’s notification when the price adjustment would take effect. The paid license fee will be refunded pro rata.

8.4 The Licensee has no right to set off with respect to the payment of the license fee and other amounts owed. The Licensee may not suspend payment of the license fee or other amounts by invoking the possible inadequacy of the Services.

8.5 If Revuw blocks a Service based on the applicable conditions, it is entitled to attach the condition that the Licensee pays the applicable costs for unblocking it, in accordance with the arrangement applicable at the time of unblocking.

Article 9 – Payment

 

9.1 The license fee is invoiced in advance for the period.

9.2 Payment of the license fee must be made no later than fourteen (14) days after the invoice date if a payment method based on direct transfer (iDeal, PayPal, Credit Card, etc.) is not used.

9.3 Revuw always has the right to demand full or partial advance payment and/or obtain security for payment in another way.

9.4 If the Licensee does not pay the amounts owed within the agreed term, the Licensee will be in default without any notice of default being required and will owe statutory interest on the outstanding amount. If the Licensee remains negligent in paying the claim after a notice of default, the claim can be handed over for collection, in which case the Licensee will also be liable to pay full compensation for extrajudicial and judicial costs, including all costs calculated by external experts, in addition to the costs determined by law, related to the collection of this claim or the exercise of legal rights otherwise, the amount of which is set at a minimum of 15% of the total amount with a minimum of €75. This does not affect the other legal and contractual rights of Revuw.

9.5 Notwithstanding its other rights under the law or the Agreement, Revuw is entitled to suspend the Service in the event of late payment without being liable to the Licensee for any compensation for costs or damages.

9.6 Revuw has the right to disable the portal if payment of the invoice has not been received after more than 45 days after sending/notification.

9.7 If the Licensee intends to reverse the automatic/one-time collection at the bank, he must first consult with Revuw.

9.8 In the case of Services offered by Third Parties, as referred to in paragraph 8 of this article, the Licensee enters into a direct agreement with the relevant third party upon acceptance of an offer.

9.9 Regarding such Services offered by Third Parties, no Agreement for payment services is concluded between Revuw and the Licensee but between the relevant Third Party and the Licensee. Therefore, Revuw is not a party to the aforementioned agreement.

9.10 Revuw is in no way liable for any damage suffered by the Licensee related to (the execution of) the agreement regarding Services offered by Third Parties.

Article 10 – Warranty, Refunds & Complaints

 

10.1 Revuw will use its best efforts to correct errors, which are reported in detail in writing to Revuw within a reasonable period if these are received within three months after delivery. Revuw does not guarantee that the software is suitable for actual and/or intended use. Revuw also does not guarantee that the software will operate without interruption and/or that all errors will be corrected. The correction is performed free of charge unless the software was developed on the Licensee’s instructions other than for a fixed price, in which case Revuw will charge the costs of correction according to its usual rates. The obligation to correct lapses if the Licensee makes or has made changes to the software without Revuw’s written permission.

  • Correction of errors is carried out at a location and manner determined by Revuw. Revuw is entitled to apply temporary solutions, program bypasses, or problem-avoiding restrictions in the software.

10.2 Revuw is never obliged to restore mutilated or lost data.

10.3 Defects in the security of the information stored by the Licensee on Revuw’s systems and defects resulting from actions of the Licensee himself or other licensees or internet users, due to changes in dial-up numbers, login procedures, account and/or email addresses, or other changes, are not covered by the warranty and are at the Licensee’s risk and expense.

  • If Revuw is required to provide a form of information security under the Agreement, that security will comply with the specifications concerning security agreed upon in writing between the parties. Revuw does not guarantee that the information security will be effective under all circumstances. If an expressly described method of security is missing in the Agreement, the security will meet a level that, considering the state of the art, the sensitivity of the data, and the costs of implementing the security, is not unreasonable. The access or identification codes and certificates provided by or on behalf of Revuw to the Licensee are confidential and will be treated as such by the Licensee and only disclosed to authorized personnel within the Licensee’s organization. Revuw is entitled to change assigned access or identification codes and certificates. The Licensee will adequately secure his systems and infrastructure and have antivirus software operational at all times.

10.4 If the parties have not agreed on an acceptance test, the Licensee accepts the software in the state it is in at the time of delivery (‘as is, where is’), thus with all visible and invisible errors and defects, without prejudice to Revuw’s obligations under the warranty scheme. The Licensee must inspect the delivered Service immediately after activation, under penalty of forfeiting any right to complaint and/or warranty. In such a case, the software is considered accepted by the Licensee upon delivery or, if an installation to be performed by Revuw has been agreed upon in writing, upon completion of the installation.

10.5 If the Licensee disagrees with a debit from his account/credit card, the Licensee can contact Revuw via the contact page on the website. The Licensee will receive a substantive response from Revuw within 15 working days. If the Licensee’s complaint is found to be justified, the collected amount will be refunded to the account from which it was debited as soon as possible.

10.6 It is not permitted to terminate the Agreement prematurely and reclaim already paid amounts. After the end of the contract period, it is possible to terminate the Agreement without costs in accordance with Article 5.

10.7 Complaints do not suspend the Licensee’s payment obligations.

10.8 Any agreements regarding a service level (Service Level Agreement) are only expressly agreed upon in writing. The Licensee shall always promptly inform Revuw of all circumstances that may affect or could affect the service level and its availability.

10.9 If service level agreements are made, the availability of software, systems, and related services is always measured in such a way that the previously announced unavailability due to preventive, corrective, or adaptive maintenance or other forms of service, as well as circumstances beyond Revuw’s control, are excluded. Subject to proof to the contrary by the Licensee, the availability measured by Revuw will serve as full proof.

Article 11 – Intellectual Property Rights

 

11.1 If Revuw is willing to commit to transferring an intellectual property right, such a commitment can only be entered into in writing and expressly. If the parties agree in writing that an intellectual property right regarding specifically developed software, review portal, databases, equipment, or other materials for the Licensee will be transferred to the Licensee, this does not affect Revuw’s right or ability to use and/or exploit the underlying components, general principles, ideas, designs, algorithms, documentation, works, programming languages, protocols, standards, and the like for other purposes without any limitation, either for itself or for third parties. Likewise, the transfer of an intellectual property right does not affect Revuw’s right to make developments for itself or a third party that are similar to or derived from those made for the Licensee.

11.2 All intellectual property rights to the software, review portal, databases, equipment, training, testing, and examination materials or other materials developed or made available to the Licensee under the Agreement, such as analyses, designs, documentation, reports, quotations, as well as preparatory materials thereof, rest exclusively with Revuw, its licensors, or its suppliers. The Licensee acquires the usage rights expressly granted by these general terms and conditions, the written Agreement between the parties, and the law. A usage right granted to the Licensee is non-exclusive, non-transferable, non-pledgeable, and non-sublicensable.

11.3 The Licensee shall not remove or alter any indications regarding the confidential nature or copyrights, trademarks, trade names, or any other intellectual property right from the software, review portal, databases, equipment, or materials.

11.4 Even if the Agreement does not explicitly provide for this, Revuw is always allowed to implement technical measures to protect equipment, databases, review portals, provided software, software through which the Licensee is granted access (directly or indirectly), and the like, in connection with an agreed limitation in the content or duration of the right to use these objects. The Licensee shall not remove or circumvent such technical measures.

11.5 The Licensee guarantees that no third-party rights oppose the provision of equipment, software, materials intended for the review portal, databases, and/or other materials and/or designs to Revuw for the purpose of use, maintenance, processing, installation, or integration. The Licensee indemnifies Revuw against any claim from a third party based on the assertion that such provision, use, maintenance, processing, installation, or integration infringes on any right of that third party.

11.6 Revuw is never obliged to perform data conversion unless explicitly agreed upon in writing with the Licensee.

11.7 The Licensee is not allowed to copy, reproduce, or otherwise duplicate, translate, adapt, imitate, modify, or reconstruct the Service or any part thereof.

Article 12 – Liability

 

12.1 The total liability of Revuw for an attributable failure in the performance of the Agreement or on any legal ground whatsoever, including any failure to meet a warranty obligation or indemnity agreed with the Licensee, is limited to compensation for direct damage. Direct damage is understood to mean only property damage. Notwithstanding any other provision, Revuw’s liability to the Licensee is expressly limited to the amount paid out by Revuw’s liability insurance(s) in the event of a claim. In no event shall Revuw’s total liability for direct damage, on any legal ground whatsoever, exceed €50,000 (fifty thousand euros).

12.2 Revuw’s liability for indirect damage, including consequential damage, lost profit, missed savings, reduced goodwill, damage due to business interruption, damage resulting from claims by buyers of the Licensee, damage related to the use of items, materials, or software prescribed to Revuw by the Licensee, and damage related to the engagement of suppliers prescribed to Revuw by the Licensee, is excluded. Also excluded is Revuw’s liability related to mutilation, destruction, or loss of data or documents.

12.3 The exclusions and limitations referred to in this article shall lapse if and insofar as the damage is the result of intentional or reckless behavior by Revuw’s management.

12.4 A condition for the existence of any right to compensation is that the Licensee reports the damage to Revuw in writing as soon as possible after its occurrence, but no later than twelve (12) days after the damage occurs. Any claim for compensation by Revuw lapses by the mere expiry of twenty-four (24) months after the occurrence of the claim, unless the Licensee has instituted a legal action for compensation of the damage before the expiry of this period.

12.5 The Licensee indemnifies Revuw against all claims from third parties due to product liability resulting from a defect in a product or system supplied by the Licensee to a third party, which consisted partly of equipment, software, or other materials supplied by Revuw unless and insofar as the Licensee proves that the damage was caused by that equipment, software, or other materials.

12.6 The provisions of this article, as well as all other limitations and exclusions of liability mentioned in these General Terms and Conditions, are also for the benefit of all (legal) persons engaged by Revuw in the performance of the Agreement.

12.7 Shortcomings of any kind in the services of third parties, such as our external (hosting) providers, data storage, or telecommunications services, and other suppliers of Revuw, are not attributable to Revuw, and Revuw is not liable for the damage caused by these shortcomings.

Article 13 – Terms

 

13.1 Revuw will use its reasonable efforts to comply with the (delivery) deadlines and/or (completion) dates mentioned by him or agreed between the parties. The dates mentioned by Revuw or agreed between the parties are always target dates, do not bind Revuw, and are always of an indicative nature.

13.2 If an overrun of any term threatens, Revuw and the Licensee will consult to discuss the consequences of the overrun for the further planning.

13.3 In all cases – thus also if the parties have agreed on an ultimate (delivery) term or (completion) date – Revuw will only be in default due to time overrun after the Licensee has given Revuw written notice of default, whereby the Licensee grants Revuw a reasonable period to remedy the shortcoming (of the agreed performance), and this reasonable period has expired. The notice of default must contain a description of the shortcoming as detailed as possible, so Revuw is given the opportunity to respond adequately.

13.4 If it is agreed that the performance of the agreed work will take place in phases, Revuw is entitled to postpone the start of the work belonging to a phase until the Licensee has approved the results of the preceding phase in writing.

13.5 Revuw is not bound by an ultimate (completion) date or (delivery) term if the parties have agreed on a change in the content or scope of the Agreement (additional work, change of specifications, etc.) or a change in the approach to the execution of the Agreement, or if the Licensee does not, not timely, or not fully comply with his obligations under the Agreement. The fact that (the demand for) additional work occurs during the execution of the Agreement is never a ground for the Licensee to terminate or dissolve the Agreement.

Article 14 – Dissolution and Termination of the Agreement

 

14.1 Each party has the authority to dissolve the Agreement due to an attributable failure in the performance of the Agreement only if the other party, in all cases after a detailed written notice of default in which a reasonable period is set for the remedy of the failure, imputably fails to fulfill essential obligations under the Agreement. Payment obligations of the Licensee and all obligations of cooperation and/or information provision by the Licensee or a third party to be engaged by the Licensee are always considered essential obligations under the Agreement.

14.2 If the Licensee has already received performances in execution of the Agreement at the time of dissolution, these performances and the associated payment obligations will not be subject to undoing.

14.3 Amounts that Revuw has invoiced before the dissolution in connection with what Revuw has already properly performed or delivered under the Agreement remain due with due observance of the provisions of the previous sentence and become immediately due and payable at the time of dissolution.

14.4 If an Agreement, which by its nature and content does not end by completion, is entered into for an indefinite period, it can be terminated by either party after proper consultation and stating reasons in writing. If no notice period is agreed between the parties, a reasonable notice period must be observed when terminating. Revuw is never obliged to pay any compensation due to termination.

14.5 The Licensee is not entitled to terminate an assignment agreement, which is for a definite period, prematurely.

14.6 Each party can terminate the Agreement in writing without notice of default with immediate effect if the other party is granted (provisional) suspension of payments, if bankruptcy is filed for the other party, if the business of the other party is liquidated or terminated other than for the purpose of reconstruction or merger of companies. Revuw can also terminate the Agreement without notice of default with immediate effect if the decisive control over the Licensee’s company directly or indirectly changes. Revuw is never obliged to refund already received funds or to pay compensation for termination as referred to in this paragraph. In the event that the Licensee becomes irrevocably bankrupt, the right of the Licensee to use the provided software, review portal, and such as well as the right of the Licensee to access and/or use Revuw’s Services ends immediately without requiring a termination act from Revuw.

Article 15 – Force Majeure

 

15.1 Revuw is not obliged to fulfill one or more obligations, including any statutory and/or agreed warranty obligation, if prevented from doing so by force majeure. Force majeure is understood to include:

  • a shortcoming of external (hosting) providers, data storage or telecommunications services, and other suppliers of Revuw;
  • interruptions or malfunctions in power and/or telecommunication supplies;
  • impediments due to the hardware and software used by the Licensee or its technical infrastructure;
  • strikes;
  • fire;
  • accident or illness of staff;
  • Denial of Service (DoS) attacks;
  • unforeseen problems and any other circumstance not exclusively dependent on Revuw’s will;
  • general transportation problems;
  • Epidemic or Pandemic;
  • force majeure of suppliers of Revuw;
  • government measures.

15.2 If the force majeure situation lasts longer than sixty (60) days, the Licensee has the right to terminate the Agreement without Revuw being obliged to pay any compensation for costs or damages. What has already been performed under the Agreement is settled proportionately, without the parties owing anything to each other otherwise.

15.3 If Revuw is prevented from fulfilling the Agreement due to restrictions, impediments, or other forms of force majeure, it is entitled to suspend the performance of the Agreement. The Licensee has no right to compensation for damages, costs, or interest in such a case.

Article 16 – Advising

16.1 All advice given by Revuw, shared knowledge, and statements and data provided by Revuw about, among other things, the properties of Services to be delivered by Revuw are entirely without obligation and are provided by Revuw as non-binding information. Revuw does not provide any warranty in this regard.

16.2 Revuw is not liable for any direct or indirect damage, in any form and from any cause, resulting from information provision and/or advice by Revuw. The Licensee indemnifies Revuw against all claims from third parties unless there is intent or gross negligence on the part of Revuw.

Article 17 – Privacy

 

17.1 Revuw respects the privacy of the Licensee. Revuw will process personal data of the Licensee in accordance with applicable privacy legislation and the Privacy Statement and processor conditions available on Revuw’s website. The privacy statement and processor conditions are an integral part of this Agreement. The Licensee agrees to this processing of his personal data.

17.2 Revuw is not responsible or liable for processing personal data of third parties such as an external party.

17.3 If this is necessary for the performance of the Agreement, the Licensee will inform Revuw in writing on request about how the Licensee fulfills his obligations under the legislation on personal data protection.

17.4 The Licensee indemnifies Revuw against claims from persons whose personal data are registered or processed in the context of a personal registration held by the Licensee or for which the Licensee is otherwise responsible by law.

17.5 The responsibility for the data processed using a Service of Revuw lies entirely with the Licensee. The Licensee guarantees to Revuw that the content, use, and/or processing of the data are not unlawful and do not infringe on any right of a third party. The Licensee indemnifies Revuw against any claim from a third party, from any cause, related to this data or the performance of the Agreement.

Article 19 – Applicable Law

 

18.1 This Agreement is exclusively governed by Dutch law.

18.2 The court in The Hague has exclusive jurisdiction to hear disputes arising from or related to the Agreement between the parties.

18.3 The Licensee is not entitled to transfer the rights and obligations under the Agreement to a third party, including entities within the group to which the Licensee belongs, without Revuw’s prior written consent. Revuw is entitled to transfer the rights and obligations under the Agreement to third parties. The Licensee hereby gives his consent to such transfer.

18.4 If one or more provisions of this Agreement are null and void or voidable, this does not affect the validity of the remaining provisions. The parties will consult to agree on new provisions to replace the null and void or voided provisions, taking into account the purpose and intent of the null and void or voided provisions as much as possible.