Apr 13, 2022
Latest version. Wednesday, April 13, 2022
Fleks works B.V. General Terms and Conditions for SaaS Services
Regarding
The Client, hereinafter referred to as "Customer."
The private limited company Fleks works B.V., with its registered office and place of business at Dynamostraat 44, 1014 BK Amsterdam, registered in the Trade Register of the Chamber of Commerce under number 70791651, hereinafter referred to as "Fleks works," legally represented in this matter by C.E. Cruickshank.
Parties 1 and 2 hereinafter also jointly referred to as "Parties" and each separately as "Party"
When agreeing to the Terms and Conditions, the following shall be taken into account.
Article 1 Definitions
1.1 The following capitalized terms have the meanings set forth below.
Terms and Conditions. These terms and conditions of Fleks works
App. The software application that Users can download via Google Play and the Apple App Store onto a mobile device such as a smartphone or tablet in order to access the section of the Services set up for the User.
Available, Availability. The time during which the Services are available to the Customer. The performance of Scheduled Maintenance is not included in determining Availability.
Content. All data and information processed by or on behalf of the Customer in the Software, such as personal data of Users that Users provide to the Customer through the use of the app.
Data. All data entered into the Fleks works database by the Customer and/or a User using the Software, such as data relating to applicants and temporary workers.
Services. Services as described in Article 4, consisting of the remote digital provision of Software by Fleks works to the Customer and hosting services.
Customer. The legal entity or natural person acting in the course of their profession or business who purchases the Services of Fleks works.
Customer Account. The Customer's personal environment within the Services.
Fleks works. The private limited company Fleks works B.V. and its affiliated companies.
User. Anyone designated by the Customer to use the Services.
Scheduled Maintenance. Work by Fleks Works on the infrastructure of the Services at a specified time.
Intellectual Property Rights. All intellectual property rights, including copyrights, trademark rights, patents, database rights, know-how, and related rights.
Additional work. Work that falls outside the scope of the agreed Services.
Quotation. Any written offer to provide Services from Fleks works.
Agreement. The agreement between Fleks Works and the Customer.
Personal data. Any information relating to an identified or identifiable natural person.
Confidential information. All information that can be classified as confidential.
Working days: Monday to Friday from 9:00 a.m. to 5:00 p.m., except on national holidays.
Article 2 Applicability
2.1 These General Terms and Conditions apply to all legal acts between the Parties
2.2 Deviations are only valid if agreed in writing
2.3 These terms and conditions apply to all Services provided by Fleks works
2.4 The Customer's general terms and conditions are expressly rejected.
Article 3 Conclusion of Agreements
3.1 Quotations are non-binding and valid for the specified period or for a maximum of thirty days.
Article 4 The Services
4.1 The Services shall be provided in accordance with the Quotation and Agreement.
Article 5 The Software
5.1 The Customer is responsible for the use of the Software by Users
5.2 Fleks works is not obliged to link Software to third-party systems.
Article 6 Availability and Maintenance
6.1 Fleks works strives for 99 percent availability per month
6.2 Unavailability due to force majeure is not taken into account
6.3 The established availability of Fleks works is leading
6.4 Maintenance is limited to repairing defects
6.5 Complete faultlessness cannot be guaranteed
Article 7 Customer Obligations
7.1 The Customer is responsible for the Customer Account
7.2 The Customer shall provide suitable equipment and an internet connection
7.3 The Customer shall provide correct data in a timely manner
7.4 Use may not cause damage
7.5 The Customer guarantees compliance with laws and regulations
7.6 Fleks works has no control over Data
7.7 Excessive use is not permitted
Article 8 Prices and payment
8.1 The Customer owes a monthly fee
8.2 All prices are exclusive of VAT
8.3 Price changes will be announced one month in advance
8.4 Access may be suspended in the event of late payment
8.5 Collection costs are at the expense of the Customer
8.6 The payment term is seven days.
Article 9 Term of the Agreement
9.1 The Agreement has a term of twelve months and is tacitly renewed
9.2 Fleks works may suspend the Agreement in the event of shortcomings
9.3 Fleks works may terminate the Agreement with immediate effect in the event of serious shortcomings
9.4 Termination is possible in the event of bankruptcy or cessation of business
9.5 No refund upon termination
9.6 The Agreement cannot be annulled.
Article 10 After termination
10.1 Services will cease immediately
10.2 Intellectual property rights remain in force
10.3 Data can be exported for one month
10.4 Penalty for continued use is €3,000 per day
Article 11 Liability
11.1 Services are provided as is
11.2 Liability is limited
11.3 Damage must be reported within thirty days
11.4 Only direct damage is eligible
11.5 Claims expire after twelve months
11.6 Exception in case of intent or deliberate recklessness
11.7 The Customer indemnifies Fleks works
Article 12 Intellectual Property Rights
12.1 All rights reserved by Fleks works
12.2 Trademarks and names are protected
12.3 No transfer of rights
12.4 No changes without permission
12.5 Fleks works may reuse results
12.6 Use is limited to agreed purposes
12.7 No sublicenses permitted
12.8 Reverse engineering is prohibited
12.9 Customer grants right of use for performance of Services
12.10 Infringement will be resolved by modification or replacement
12.11 Customer will cooperate in claims
Article 13 Confidentiality
13.1 Confidential information shall be kept secret
13.2 Fleks works guarantees confidentiality
13.3 Use exclusively for Services
13.4 No distribution without permission
13.5 Exception in case of legal obligation
13.6 Confidentiality applies for one year after termination
13.7 Obligation remains in force in case of legal succession
Article 14 Data Processing Agreement
14.1 This agreement serves as a processing agreement
14.2 Personal data will only be processed on behalf of
14.3 Appropriate security measures will be taken
14.4 The customer will monitor the measures
14.5 Data breaches will be reported within 48 hours
14.6 Retention period is limited
14.7 Anonymized data is considered destroyed
14.8 Confidentiality for those involved
14.9 Sub-processors are permitted
14.10 Audit at the Customer's expense
14.11 Customer is the controller
14.12 Customer indemnifies Fleks works
Article 15 Applicable law and choice of forum
15.1 Dutch law applies
15.2 Disputes will be submitted to the court of North Holland, location Haarlem
15.3 Changes will be announced one month in advance.
