Terms and Conditions
On this page you can find our terms and conditions. For further questions don’t hesitate to contact us at info@jarviss.nl.
Scroll down to download the terms and conditions and data processing agreement (English version and Dutch version)
1. General
These terms and conditions (the “Terms”) form an integral part of any agreement between Jarviss NL and the
customer and apply to all Jarviss NL’ product and service offerings. Any terms and conditions of the customer
are expressly excluded. All obligations of Jarviss NL are efforts obligations (“inspanningsverbintenissen”) and are
never regarded as result obligations. All quotations are valid up to 30 days after the quotation date.
2. Business offering
Products, software and services shall be delivered in accordance with the indicative delivery and activation schedule set forth in the quotation. Jarviss NL will aim to meet the delivery and activation times as much as possible, but those times are not binding upon Jarviss NL. A failure to meet any delivery or activation time shall never provide the customer with any right to compensation, rescission or termination of the agreement or
suspension of the customer’s obligations under the agreement or any connected agreement.
Purchased products will be deemed accepted upon delivery. Jarviss NL shall remain the owner of all delivered and to be delivered products until the customer will have met all its (payment) obligations with respect to any products delivered or to be delivered by Jarviss NL based on the agreement, and any work performed or to be performed by Jarviss NL for the customer’s benefit based on such an agreement, as well as with respect to any
claims based on breach of contract by the customer of those agreements.. Risk of loss to the products passes to the customer at the moment the products leave their repository for delivery (whether delivered directly by Jarviss NL, its subcontractors or by a third party carrier).
The customer shall use any software (whether or not provided or licensed via Jarviss NL) in accordance with the applicable third party’s license. The customer shall at all times, refrain from (in)directly: (i) accessing any software code; (ii) modifying or creating derivative works based on any products or software; (iii) using the products and software in an illegal, unlawful or infringing manner. In any event, the customer must, at its own costs, procure and maintain the necessary equipment, infrastructure and licenses (as may be further specified in the quotation or communicated from time to time by Jarviss NL) for
the scope of the agreement and provide its good faith cooperation with Jarviss NL for the proper execution of the agreement.
The services included in this quotation can be performed at the earliest 20 working days after ordering and shall be provided with due skill and care in complete independence. Services are deemed accepted upon delivery. Jarviss NL has the right to involve subcontractors in the performance of the services. Jarviss NL shall use reasonable efforts to provide support for incidents related to the purchased products and software and to keep the purchased products and software available as much as possible.
3. Payment modalities
The customer must pay all fees and costs in accordance with the quotation. In addition to the payment of the applicable fees, the customer must reimburse Jarviss NL for all actual, reasonable travel costs and expenses, including, but not limited to, costs for airline tickets, hotels and travel allowance that Jarviss NL has incurred in the execution of the services offered. These costs, expenses and materials are invoiced by Jarviss NL at cost price.
The customer must make full payment of the fees and expenses within thirty (30) days after the invoice date. Complaints regarding invoices must be made in writing (detailing the objective reasons for the dispute), within 5 working days after receipt of the invoice, failure to do so shall be interpreted as acceptance of the invoice. Jarviss NL invoices the fees and costs in accordance with the payment terms agreed in the quotation. In the
absence of such payment terms, invoicing will take place as follows:
a. 25% advance payment of the entire quotation value direct after purchase order.
b. For hardware upon delivery
c. Software licenses shall be paid (yearly or multi-yearly) upfront (in accordance with the recurring license scheme as indicated in the quotation) upon the provision of the activation key.
d. For software assurance, support services & break & fix services: (yearly or multi-yearly) upfront as indicated in the quotation) due upon delivery of the hardware and / or commencement of the activation/set-up services.
e. Pre paid credits & consultancy: on order acceptance.
f. Project or direct consultancy services: after implementation.
g. Extended operational services: after project completion and before the start of extended services.
All prices are in euros and exclusive of VAT, as well as other taxes, which shall be borne by the customer. Jarvis has the right to adjust its fees and prices annually (after the 1st of January) by applying the following formula: p = P0 * [0,2+ 0,8 * (S/S0)], whereby: p = the revised price/fees; P0 = the initial price on the effective date; S0 = the national average reference salary in the digital and technological industry (i.e. Agoria DIGITAL)
(“Reference Salary”) on the effective date of this agreement (or any index replacing it) and S = the Reference Salary at the moment of revision
Pre paid services credits expire 24 months after purchase date. If the customer pays late on the basis of the agreement, Jarviss NL may charge interest at (i) the legal commercial
interest (“wettelijke handelsrente”) rate applicable in the Netherlands, or (ii) a rate of 10% per year whichever is higher. If the customer does not pay (an) undisputed invoice(s) after receiving a reminder to that effect, Jarviss NL has the right to suspend its obligations under the agreement or part thereof until all outstanding amounts have been paid in full. In the event of late payment of an invoice, (i) the customer shall immediately (without a
reminder) owe the extrajudicial collection costs – fixed at 15% of the amount to be collected, with a minimum of Euro 450 – as well as the statutory commercial interest on the extrajudicial collection costs, and (ii) all other outstanding claims against the customer will become immediately due and payable without prior notice. The right to charge interest and collection costs and to suspend its obligations does not limit the other rights and remedies of Jarviss NL under the agreement. The customer must pay in full all amounts due under the agreement arising from a confirmation of this quotation without any set-off, counterclaim, deduction or withholding, except where required by law.
4. Intellectual Property
Each party remains the exclusive owner of the intellectual property rights (including any enhancements; amendments or derivative works based thereon) held by such party before the date of the agreement, and of the intellectual property rights subsequently developed by that Party independently from the agreement, or in the case of intellectual property rights of a third party (licensor), that third party remains the owner of it. The
foregoing also applies to tools, software, templates, knowledge, data and / or methods used by Jarviss NL for the performance of the agreement. All intellectual property rights arising from or otherwise (directly or indirectly) derived from the services delivered by Jarviss NL under the agreement are exclusively owned and remain the property of Jarviss NL. Jarviss NL grants the customer and the customer accepts a non-exclusive,
personal, revocable, non-transferable and non-sublicensable right to use the relevant intellectual property rights of Jarviss NL exclusively in accordance with the described purpose in the quotation and exclusively during the term of the agreement.
5. Confidentiality and data protection
The parties have agreed that, during the term of the agreement and up to 5 years after termination, all confidential and sensitive information that they have provided or exchanged among themselves regarding the provision of services under this agreement will be considered and treated as confidential (meaning that it shall not be disclosed to any person other than its employees, subcontractors and consultants who have a direct need
to know basis and provided they are bound by appropriate confidentiality obligations). For the purposes of the agreement “Confidential Information” means any information regarding the disclosing party disclosed directly or indirectly under the Agreement to the receiving party or its representatives, and includes any information and data that is, or can reasonably be regarded as confidential or sensitive data. Confidential information of the
disclosing party shall only be used to the extent necessary for the execution of the agreement. Each party shall comply with the applicable data protection laws (including the General Data Protection Regulation, hereinafter: “GDPR”). In relation to the provision of services, Jarviss NL may from time-to-time process personal data. Where Jarviss NL processes personal data on behalf of the customer in the context of the performance of the agreement, such processing shall only take place in accordance with the written instructions of the customer. The agreements between the parties in connection with the processing of personal data by Jarviss NL on behalf of the customer are elaborated in the processor agreement in Appendix 1, which forms an integral part of the agreement.
6.Term and termination
The agreement is entered into for a minimum period of 3 years as from the initial quotation. Unless the customer cancels these recurring services 3 months before the expiry date of the initial 3-year contract period (or a renewal period), the contract will be automatically renewed each year by subsequent 1 year terms. In addition, the agreement or any quotation may be terminated (without prejudice to any other rights or remedies
available), upon written notice to the other party
a. By either party, if the other party (i) materially breaches the agreement and – if capable of being remedied – fails to cure it within 30 days from receipt of a default notice, or (ii) is the subject of a bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do business. For the purpose of this clause 6.a any material breach of the agreement by the customer shall among other things include – but not be limited to – non, non-timely or non-full payment of any amount due by the customer, and a breach of the customer’s obligations with respect to any software and products set out in clause 2 above,
b. By Jarviss NL immediately if the customer breaches a third party’s (intellectual property) rights, its confidentiality or data protection obligations or any applicable third party terms and conditions
Upon termination all user rights and licenses granted pursuant to the agreement, shall automatically terminate and the parties shall delete (and certify such deletion) all confidential information of the other party in its possession or under its control. The provisions of the agreement that are expressly or implicitly intended to survive termination shall survive termination. For the avoidance of doubt, the termination under these Terms is
not a rescission, and a termination shall consequently not lead to any obligations to undo performed obligations for the parties.
7.Liability and warranties
Subject to the maximum extent permitted by mandatory law, Jarviss NL’ liability, whether in contract, tort or otherwise, shall, (i) be excluded for indirect, consequential damage (such as but not limited to loss of profits, loss of opportunity, missed savings, loss of clients, claims of third parties, damage resulting from loss of or damage to data, damage resulting from business interruption etc.); and (ii) per event (or series of related events)
and in the aggregate per project year, not exceed the average annual project value of the services provided under the project under which the event giving rise to the liability occurred. In addition, the total, cumulative liability of Jarviss NL with respect to the entire legal relationship (“rechtsverhouding”) between Jarviss NL and the customer, on any basis whatsoever, shall not exceed EUR 1,000,000. Subject to the maximum extent permitted by mandatory law, the products, software and services are provided “as is”, to the exclusion of article 17 et seq. of book 7 of the Dutch Civil Code and without warranty of any kind, including, warranties of accuracy or completeness of data, fitness for a particular purpose, error-freeness or non-infringement. In this respect, the customer is solely responsible for make sufficient back-ups of its data and systems. Nothing in these Terms is intended to limit or exclude Jarviss NL’s liability that results from gross negligence or
willful misconduct of Jarviss NL’s executive management.
8. Miscellaneous
These terms (together with any schedules and accepted quotations) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements between the Parties. In the event of a conflict between these Terms and a schedule hereto or between different schedules, the relevant schedule as to its subject matter shall prevail. In the event of a conflict between these Terms or a quotation, these Terms shall prevail, unless expressly stipulated otherwise in the relevant quotation.
If any provision of the agreement is held to be unenforceable, the other provisions shall nevertheless continue in full force and effect. Each Party shall use its best efforts negotiate in good faith a valid replacement provision with an equal or similar economic effect. The agreement is governed by Dutch law. Disputes with respect to any agreement, these Terms or any ensuing agreement, on any basis whatsoever, are negotiated promptly and in good faith to reach an amicable settlement. If such an amicable solution or settlement cannot be reached, the dispute will be submitted to and finally settled by the competent courts of Amsterdam, the Netherlands. For questions or remarks, please contact your account manager or info@jarviss.nl.
Last amended 4/11/2024.