Terms and conditions

Terms and Conditions of Delivery Blue Carpet Group B.V. Products & Services

12/01/2016

 

Article 1. Definitions

The following terms used in these Terms and Conditions of Delivery Blue Carpet Group B.V. Products & Services and the User Agreement Blue Carpet Group B.V. are defined below:

“Customer”: A natural person or legal entity that has completed the Registration, as well as a natural person or legal entity that has concluded a User Agreement with the Supplier;

“Corrective Maintenance” : rectification of established defects and faults;

“Documentation”: the written and/or electronic documentation belonging to the Blue Carpet Group B.V. Platform and the Blue Carpet Group B.V. Platform and the Blue Carpet Group B.V. Portfolios;

“User”: Any person operating on the Blue Carpet Group B.V. platform by means of  Login Details issued by the Blue Carpet Group B.V.  Platform;

“User Agreement”: The ‘User agreement Blue Carpet Group B.V. Products & Services’ as entered into between the Supplier and the Customer with regard to the Blue Carpet Group B.V. Products & Services;

“Blue Carpet Group B.V. Agent”: a third party designated by Blue Carpet Group B.V. who is authorised to sell Blue Carpet Group B.V. Products & Services on the basis of the conditions set by Blue Carpet Group B.V.;

“Blue Carpet Group B.V. Platform”: the Supplier’s website, accessible via a URL to be designated by Blue Carpet Group B.V. and to which the Supplier gives the Customer and Users access for use in accordance with the provisions of the Terms and Conditions of Delivery and the User Agreement;

“Blue Carpet Group B.V. Portfolio”: The personal profile laid down by Users within the facilities of the Blue Carpet Group B.V. platform provided, to which the User is given access by means of Login Data;

“Blue Carpet Group B.V. Products & Services”: all of the products to be issued and/or services to be rendered by the Supplier, as described in more detail in the User Agreement, including but not limited to Talent-x, Grow, Grow Community, Grow Recruit and Grow Enterprise;

“Blue Carpet Group B.V. Support”: The provision of helpdesk support by telephone, in writing or in electronic form concerning the use and functioning of the Blue Carpet Group B.V. Platform and/or Blue Carpet Group B.V. Portfolios;

“Supplier”: Blue Carpet Group B.V. and/or one of its subsidiaries acting as the supplier;

“Terms and Conditions of Delivery”: these ‘Terms and Conditions of Delivery Blue Carpet Group B.V. Products & Services;

“Login Procedure”: the procedure stipulated by the Supplier to be used by the Customer to gain access to the Blue Carpet Group B.V. Platform and the Blue Carpet Group B.V. Portfolios created therein, where use is made of a secure, encrypted connection (Secure Sockets Layer);

“Login Details”: the code (or codes) intended exclusively for the Customer and/or User in order to gain access to the Blue Carpet Group B.V. Platform and/or the Blue Carpet Group B.V. Portfolios;

“Employee”: a person employed by the Customer or the Supplier or a natural person authorised to perform activities on behalf and/or under the responsibility of the Customer or the Supplier;

“Faults”: all non-conformities of the Blue Carpet Group B.V. Platform that impede its operation as described in the accompanying Documentation. The absence of functionality in a new version of the Blue Carpet Group B.V. Platform that was present in a previous version is not regarded as being a Fault.

“Registration”: the completion of a form on the website as a means to record the data of a future Customer;

“System requirements”: the minimum hardware and software requirements the Customer must meet for the proper use of the Blue Carpet Group B.V. Products & Services;

“Confidential Information”: confidential information relating to the Customer or the Supplier, which includes (a) information identified as ‘confidential’ in writing, (b) information that is not public knowledge, (c) information that has not been made generally accessible by the party to which the information relates and/or from which the information is derived and (d) information that may be assumed to be confidential in nature.

“Website”: the Supplier’s website, accessible via the URL http://Blue Carpet Group B.V..bluecarpet.nl or https://Blue Carpet Group B.V..ixxer.com;

“Working Days”: Monday to Friday, with the exception of official public holidays in the Netherlands.

 

Article 2. Quotations, offers and agreements

  1. These Terms and Conditions apply to the User Agreement and to all negotiations, quotations, offers and other agreements with the Supplier that relate to the Blue Carpet Group B.V. Products & Services, unless the parties have explicitly agreed otherwise.
  2. The Supplier is authorised to unilaterally amend the Terms and Conditions of Delivery. The Supplier will if possible inform the Customer of intended amendments two (2) months before they come into effect, by letter and/or email and via the Blue Carpet Group B.V. Platform.
    Contrary to the provisions of Article 5.2, if the Customer does not agree to the intended amendments, it can terminate the User Agreement towards the date on which the amendments take effect. If the Customer makes no explicit written objection to amendments within 15 days of receiving such a notification from the Supplier, the Customer will be deemed to have agreed to the amendments.
  3. All offers or price indications related to the Blue Carpet Group B.V. Products and Services are subject to contract and revocable for as long as no agreement has yet been reached with the Customer. Blue Carpet B.V. cannot be held to its quotations or offers if the Customer can reasonably be expected to understand that the quotations or offers or a component thereof contain an evident mistake or clerical error.
  4. If the acceptance differs from the quotation or the offer, Blue Carpet B.V. is not bound to those differing points. In the absence of statement to the contrary by Blue Carpet B.V., the agreement will in that case not be formed in keeping with those differing points. A composite price statement does not oblige Blue Carpet B.V. to perform part of an order at a corresponding proportion of the stated price. Offers and quotations do not apply automatically to future orders.
  5. After gaining access to the Blue Carpet Group B.V. Platform, the Customer can make a request to extend the Platform. The Supplier will confirm the extension requested by the Customer by electronic means. The Supplier will confirm the extension requested by the Customer by electronic means.An addendum to the User Agreement will be formed as soon as it has been duly signed by both parties.

 

Article 3. User Right Blue Carpet Group B.V. Platform

  1. The Supplier hereby grants the Customer the non-exclusive right to use the Blue Carpet Group B.V. Platform during the term of the User Agreement for the purpose of the Customer’s internal operations and for the number of users laid down in the User Agreement as well as any extension placed during the term of the User Agreement. The user right also constitutes the right to use the Documentation belonging to the Blue Carpet Group B.V. Platform.
  2. The user right commences from the time that the User agreement is concluded.
  3. The Customer will use the Customer Blue Carpet Group B.V. Platform exclusively in accordance with the provisions of these terms and conditions of delivery.
  4. The Supplier has the right to introduce innovations in the Blue Carpet Group B.V. Platform. The Supplier will notify the Customer in good time of the processing of updates and/or upgrades where relevant to the usage; this to be decided at the Supplier’s discretion.

 

Article 4. Scope of the user right

  1. The Customer may not allow the Blue Carpet Group B.V. Platform or the Blue Carpet Group B.V. Portfolios to be used for any person (or legal entity) other than the Customer, its Employees and its Users.
  2. The Customer is explicitly not permitted to use or have the Blue Carpet Group B.V. Platform used by more than the number of Users specified when concluding the User Agreement.
  3. The Customer is not permitted to transfer any rights or obligations arising from the User Agreement or the Terms and Conditions to third parties.

 

Article 5. Duration and termination of the Agreement

  1. The User Agreement is concluded for a period of three (3) years, unless explicitly agreed otherwise in the User Agreement.
  2. Upon expiry of the term referred to in Article 5.1 the User Agreement will be tacitly renewed for a consecutive period of one (1) year, unless one of the two parties terminates the User Agreement in writing at least three (3) months prior to the end of the current period.
  3. Blue Carpet Group B.V. has the right to terminate the User Agreement with immediate effect as soon as the Customer informs the Supplier that he is no longer able to meet his payment obligations or if the Supplier can assume on the basis of the circumstances that the Customer will no longer be able to meet his payment obligations or if the Customer discontinues his business activities. The User Agreement will end by operation of law and with immediate effect when the business of the Customer is liquidated, granted suspension of payment or declared bankrupt.
  4. The User Agreement can be dissolved in writing without legal intervention if after being given proper written notice of default the other party continues to fail to fulfil his obligations under the User Agreement within one month of the notice of default.
  5. The Supplier is under no obligation to pay any damages whatsoever pursuant to a termination as referred to in Article 5.2, 5.3 and 5.4.
  6. On termination of the User Agreement the Customer will immediate cease and desist from using the Blue Carpet Group B.V. Platform. Following termination of the User Agreement the Customer and Users will have no further access to the Blue Carpet Group B.V. Platform and its data. On termination of the User Agreement the Supplier will not reimburse any payments to the Customer for any reason whatsoever.
  7. The term of the User Agreement will not be altered as a result of the Customer increasing the number of Users during the User Agreement.
  8. The Customer is exclusively able to terminate part of the User Agreement with due observance of a notice period of three (3) months provided that this relates to the cancellation of one or more Users and/or modules and the Customer specifies which Users and/or modules are to be cancelled.
  9. If a period has been agreed or stipulated for the delivery of certain services, that shall not under any circumstances be regarded as a firm deadline. In the event of a term being exceeded, the Customer must therefore issue Blue Carpet Group B.V. with written notice of default. Blue Carpet Group B.V. shall in that case be offered a reasonable period of time in which as yet to perform the agreement.

 

Article 6. Fees and payment

  1. Unless stated otherwise, all prices and other rates operated by the Supplier are exclusive of VAT and excluding other government levies for the account of the Customer in the context of the agreement, including travel and accommodation, shipping and administration costs.
  2. The Customer is liable for the payment of non-recurring and periodic fees under the User Agreement. These fees are specified in the User Agreement. The fees are payable to the Supplier unless the parties have agreed otherwise.
  3. The fees are payable regardless of whether and to what extent the Customer makes use of the Blue Carpet Group B.V. Platform.
  4. The Supplier has the right to index the fee annually against any price changes provided that they (maximally) keep pace with the CBS Consumer Price Index (series: all households 2012 = 100).
  5. Unless otherwise explicitly agreed in the User Agreement, the Customer will remit all fees within thirty (30) days of the date of the invoice.
  6. If the Customer fails to meet his payment obligations under Article 6 or to meet them on time, the Supplier will hold the Customer in default by means of a written demand for payment or a demand for payment by email. If the Customer has still failed to meet his payment obligations within five (5) working days of being held in default, the Customer will be held in default and, with effect from that date, will be liable for the payment of statutory trade interest for each month or part of a month in which payment is not received. If and for as long as the Customer is in default, the Supplier will have the right to block access to the Blue Carpet Group B.V. Platform. The Customer will remain liable to the Supplier for payment of the due fee during the period that access to the Blue Carpet Group B.V. Platform is blocked.
  7. All reasonable costs incurred by the Supplier, both judicially and extrajudicially, as a result of the Customer’s failure to meet his payment obligations, will be for the Customer’s account.

 

Article 7. Obligations of the Supplier

  1. The Supplier undertakes to make regular (at least daily) backups of data that the Customer and Users have entered using the Blue Carpet Group B.V. Platform. Such backups are made solely in the interest of the Supplier’s internal security. Examples include a major power failure or fire. These backups are not provided to the Customer.
  2. The Supplier guarantees that the data entered by the Customer and Users with the Blue Carpet Group B.V. Platform will be protected as well as reasonably possible against loss, theft, unauthorised access and alteration by non-Users.
  3. Subject to the provisions of Article 9.4, the Supplier will refrain from viewing the data entered by the Customer and Users with the Blue Carpet Group B.V. Platform into the Supplier’s systems, and will refrain from disclosing any data to third parties unless the Supplier is required to do so by virtue of a legally-binding regulation, a court order or a decision of a public body. In that case the Supplier will be obliged to inform the Customer, if possible prior to disclosure, so that the disclosure can be made in the manner least damaging to the Customer.

 

Article 8. The Customer’s obligations and cooperation

  1. The Customer must have a bank or giro account with a bank registered with the Netherlands Banker’s Association.
  2. The Customer shall inform the Supplier of any changes to his address and/or payment details without delay, in writing or via the Blue Carpet Group B.V. Platform.
  3. The Customer undertakes to abide by the rules of use laid down in Article 10.
  4. If the Customer fails to meet his obligations under these Terms and Conditions of Delivery, the Supplier will send the Customer written notice of default in writing or by email. If the Customer fails to meet his obligations within five (5) working days of being held in default, the Supplier will have the right to restrict the Customer’s use of the Blue Carpet Group B.V. Platform.
  5. The Customer is responsible for the working order of its hardware and software, configurations, peripheral equipment and Internet connection needed for the use of the Blue Carpet Group B.V. Products & Services.
  6. The Customer guarantees that the equipment and software that he uses for the Blue Carpet Group B.V. Products & Services meet the System Requirements. The Customer is responsible for taking the requisite measures to protect its equipment, software and telecommunications and internet connections from viruses, computer crime and unlawful use by third parties.
  7. The Customer will provide the Supplier with all information and cooperation, which includes providing the Supplier with correct and up-to-date name and address details, that the Supplier needs to maintain the Blue Carpet Group B.V. Products & Services.

 

Article 9. Data

  1. The Supplier guarantees that the data entered by the Customer and Users with the Blue Carpet Group B.V. Platform and the Blue Carpet Group B.V. Portfolios will be stored in a databank administered by a third party engaged by the Supplier.
  2. The Customer remains at all times the owner of the data he has entered.
  3. Subject to a fee, the Customer can make a request to the Supplier to provide him with a copy of the data on a data carrier up until six months after the termination of the User Agreement.
  4. The Supplier is not obliged to meet the request referred to in this Article 9.3 if the Customer has not met his payment obligations in accordance with Article 6 or met them in full.
  5. Following termination of the agreement the data entered by the Supplier via the Blue Carpet Group B.V. Platform will be stored for a maximum of six (6) months. After this period, the Supplier is authorised to permanently delete these data without informing the Customer beforehand. In that case, it will no longer be possible to furnish a copy of the data.

 

 

Article 10. Rules of Use

  1. The Customer shall not cause any hindrance or damage to the Supplier or the Supplier’s customers through its use of the Blue Carpet Group B.V. Products & Services, and will adhere to the Supplier’s operating instructions. The Customer is not permitted to perform actions that can be assumed to cause damage to the systems of the Supplier or the Supplier’s customers.
  2. The Customer is not permitted to use or have the Blue Carpet Group B.V. Products & Services used contrary to statutory provisions or the Terms and Conditions of Delivery.
  3. The Customer is responsible for the content and accuracy of the data it has placed with the Supplier by means of the Blue Carpet Group B.V. Platform.
  4. The Customer undertakes to the Supplier to use the Blue Carpet Group B.V. Products & Services in such a manner that its quantity of stored information and actual volume of data transport do not significantly depart from the average use of the Blue Carpet Group B.V. Products and Services by other Customers. If the Supplier deems this usage to depart significantly from the average use, the Supplier will contact the Customer to agree on specific conditions for the additional use. If the parties fail to reach an agreement on these specific conditions, the Supplier is authorised to restrict the Customer’s use of the Blue Carpet Group B.V. Platform by the Customer without prior notice.

 

Article 11. Support

  1. During the term of the User Agreement the Customer will have the right to support as specified in the User Agreement.
  2. Blue Carpet Group B.V. Support does not include:
    1. services regarding system configurations, hardware and networks;
    2. structural work such as defining layouts, summaries, reports, import definitions and interfaces with third-party software;
    3. on-site support;
    4. extending on the Customer’s request the functionality of theBlue Carpet Group B.V. Platform and/or Blue Carpet Group B.V. Portfolios;
    5. the conversion of files;
    6. services concerning external databases of third parties, other than the third parties provided for in Article 9.1;
    7. installation, configuration, training or other services not explicitly specified in the User Agreement;
    8. support for software (including operating software) of producers other than the Supplier, including the software of third parties that can be activated via the Blue Carpet Group B.V. Platform.
    9. file repairs, the cause of which can be attributed to the Blue Carpet Group B.V. Platform;
    10. the provision of newly available products;
    11. support for the internet connection;
    12. support in an environment not supported by the system requirements.
  3. Support may only be requested by employees of the Customer who have been designated for that purpose in the User Agreement.
  4. If the Supplier carries out any work on the instructions of the Customer in relation to the subjects provided for under 11.2 a) to i), the Supplier will charge separately for this work in addition to the fee provided for in Article 6, in accordance with the Supplier’s prices and costs incurred at that time.

 

Article 12. Availability

  1. The Supplier will make every effort to ensure that availability of and access to the Blue Carpet Group B.V. Platform.
  2. The Supplier has the right to (temporarily) deny access to the Blue Carpet Group B.V. Platform without prior notice or to restrict its usage if necessary for preventative or other maintenance or to make adjustments or improvements to one or more Blue Carpet Group B.V. Products & Services, without this conferring on the Customer any right to compensation for damages in respect of the Supplier. The Supplier undertakes to restrict this to a minimum and to provide the Customer with timely notification if possible.

 

Article 13. Login Procedure:

  1. The Customer and Users are obliged to follow the Login Procedure.
  2. The Supplier has the right to alter the Login Procedure at his own discretion. The Supplier will inform the Customer and Users of this in a timely manner.
  3. The Customer is responsible for the Log-in Details and undertakes to use them with due care. The Login Details are non-transferable and may not be used outside of the Customer’s organisation. The Customer and the Users are obligated to observe strict confidentiality regarding the Log-in Details in relation to all persons. The Customer is liable for all use of its Login Details. All actions by Users in this connection are for the account and risk of the Customer.

 

Article 14. Blue Carpet Group B.V. Platform and Blue Carpet Group B.V. Portfolios

  1. The Supplier will provide the Customer and Users with access to the Blue Carpet Group B.V. Platform by issuing Login details.
  2. The Supplier reserves the right at all times to restrict or block the access of the Customer and/or Users to the Blue Carpet Group B.V. Platform and Blue Carpet Group B.V. Portfolios for an indefinite period of time if there is a suspicion of abuse or otherwise improper use of the systems.

 

Article 15. Intellectual property rights

  1. All copyrights, patent rights, trade name rights, trademark rights and other intellectual and industrial property rights to, as well as all similar rights for the protection of information relating to the Blue Carpet Group B.V. Platform , Blue Carpet Group B.V. Portfolios and Documentation, are the exclusive property of the Supplier. None of the provisions laid down in the User Agreement or in the Terms and Conditions of Delivery may be deemed to constitute to the full or partial transfer of such rights to the Customer.
  2. The Customer is not permitted to alter, remove or render unrecognizable any markings indicating the intellectual property rights of the Supplier the Blue Carpet B.V. Platform , Blue Carpet Group B.V. Portfolios or Documentation. The Customer is not permitted to use or register any trademark, design or domain name of the Supplier or a corresponding name or symbol in any country, anywhere in the world.
  3. The Supplier indemnifies the Customer against all claims for damages and all costs and expenses that the Customer is ordered to pay in connection with legal proceedings instituted by a third party in respect of an infringement or alleged infringement of valid patents, copyrights, trademarks or other rights of third parties through the use by Customer, in accordance with the User Agreement and Documentation, of the Blue Carpet Group B.V. Platform or any part thereof, provided that the Customer immediately informs the Supplier in writing of such legal proceedings when informed of them, permits the Supplier to conduct a defence against the claims at his own discretion, and enter into a settlement and provided that the Customer provides the Supplier on his first request with all relevant information and cooperation.
  4. If the Customer is prohibited in a court ruling from making use of the Blue Carpet Group B.V. Platform owing to an act of infringement as provided for in Article 15.3, or, in the judgment of the Supplier, there is a chance that the Blue Carpet Group B.V. Platform will be the subject of a successful claim for infringement, the Supplier will have the right, at his own discretion and at his own expense (I) to acquire the right of the Customer to continue to use the Blue Carpet Group BV Platform as provided for in these Terms and Conditions of Delivery; (II) to replace the Blue Carpet Group B.V. Platform or adapt it in such a way that it no longer causes an infringement, provided that its functionality remains essentially unchanged, or (III) if the foregoing options (I) and (II) are not reasonably feasible, to terminate the User Agreement and/or these Terms and Conditions of Delivery, and the rights conferred under the User Agreement and / or these Terms and Conditions of Delivery.
  5. Without prejudice to the provisions of Article 15.3, the Supplier cannot be held liable to the Customer in cases where a claim is related to (I) the use of the Blue Carpet Group BV Platform in conjunction with data, equipment or software not provided by the Supplier, in which the Blue Carpet Group B.V. does not in itself cause an infringement or otherwise be the subject of the claim; (II) incorrect use of the Blue Carpet Group B.V. Platform or use in a manner not laid down in the Documentation; (III) an adjustment to the Blue Carpet Group B.V. Platform introduced by a person or legal entity other than the Supplier; or (IV) the Supplier’s compliance with a the Customer’s explicit instructions. The Customer indemnifies the Supplier against claims as specified in points (I) to (IV) of this Article.
  6. The Customer acknowledges and accepts that the Supplier’s complete and exclusively liability for infringements of patents, copyrights, trademarks and other intellectual property rights as provided for in Article 15 and Article 16.
  7. The Supplier s authorised to take and maintain technical measures to protect the rights (including intellectual property rights) of the Blue Carpet Group B.V. Platform, Blue Carpet Group B.V. Portfolio and the Documentation and with a view to the agreed restrictions on the use of the Blue Carpet Group B.V. Platform. The Customer is not permitted to circumvent or remove such technical provisions.

 

Article 16. Liability

  1. Other than where special statutory provisions rule out a limitation of the Supplier’s liability for damages resulting from an intentional act or omission or gross negligence, the Supplier is solely liable for damage as referred to in the following paragraphs of this Article.
  2. In the case of physical injury, regardless of whether this injury results in loss of life, the Supplier’s liability is limited in all cases to a sum of EU 50,000.00 for each event leading to damages. In the case of damage to property, the Supplier’s liability is limited in all cases to EUR 10,000 for each event leading to damages. In either case, a series of connected events will be treated as one single event.
  3. The Supplier cannot under any circumstances be held liable for indirect damages, including but not limited to: loss of profits, lost savings, reduced goodwill, damage caused by business interruption. Nor can the Supplier be held liable under any circumstances for indirect damages caused by claims of customers of the Customer, the corruption or loss of data owing to actions of the Customer or suppliers or customers nominated by Customers, damage related to goods, materials or software prescribed by the Customer to the Supplier, damage connected with the Supplier’s engagement of suppliers prescribed by the Customer to the Supplier, and for consequential damage, regardless of the nature of the action (breach of contract, unlawful act or otherwise), even if the Supplier has been notified of the possibility of the occurrence of such damage.
  4. The Supplier cannot under any circumstances be held liable for damages of any nature whatsoever suffered by the Customer in connection with the temporary unavailability, temporary substandard availability or temporary partial availability of Blue Carpet Group B.V. Platform.
  5. The Supplier cannot be held liable for damages of any nature whatsoever suffered by the Customer in connection with the functioning or malfunctioning of Customer or third-party software, or of Customer, Supplier or third-party equipment or of Customer, Supplier or third-party internet connections.
  6. The Supplier accepts no liability for the incorrect, incomplete or untimely dispatch or receipt of data placed with the Supplier by means of the Blue Carpet Group B.V. Platform.
  7. To the extent that the Supplier is unable to claim the exclusions or limitations of liability as provided for in this Article, his liability shall be limited to the amount for which the Supplier is insured. The Supplier shall provide the Customer with a copy of the insurance policy on his first request to that effect.
  8. The Customer recognises and accepts that the fee for the Blue Carpet Group B.V. Products & Services has been set with due observance of the limitation of liability provided for in this article.
  9. The Customer acknowledges and accepts that the Blue Carpet Group B.V. Platform can never be 100% perfect or free of Faults and that not all Faults can or will be repaired.
  10. The Customer indemnifies the Supplier against third-party claims arising from or connected with the User Agreement or the Terms and Conditions of Delivery, except where the Customer could exercise such claims against the Supplier had the Customer himself suffered the damages, subject to the provisions of this Article.
  11. The Supplier shall in all cases only be liable on account of culpable non-conformity in the fulfilment of an agreement with the Customer if the Customer immediately issues proper written notice of default to the Supplier, specifying a reasonable period in which to remedy the non-conformity, and if the Supplier continues to culpably fail to fulfil its obligations after that period has expired. The notice of default should contain a description of the non-conformity in as much detail as possible so that the Supplier is able to put forward an adequate response.
  12. All rights to compensation for damages shall be null and void if the Customer fails to take measures (I) to limit the damage immediately following its occurrence; (II) to prevent any other or accompanying losses; or (III) if the Customer fails to inform the Supplier of the damages as soon as reasonably possible and to provide him with all relevant information.
  13. Any claim for compensation for damages against the Supplier shall be void after the lapse of 24 months from the date that the claim arose.

 

Article 17. Privacy

  1. To the extent that the Customer processes personal data using the Blue Carpet Group Platform or the Blue Carpet Group Portfolios, the Customer is responsible for such processing in accordance with the Dutch Personal Data Protection Act. The Customer guarantees that he will process personal data in accordance with the law. The Supplier will only process personal data on the request of the Customer and in accordance with the Customer’s instructions, including the provisions of the User Agreement.
  2. The Customer indemnifies the Supplier against third-party claims that could be made against the Supplier in connection with a violation of the Dutch Personal Data Protection Act and/or other personal data processing legislation arising pursuant to the User Agreement between the Supplier and the Customer and/or data processed by the Customer pursuant to the User Agreement and which cannot be imputed to the Supplier.
  3. The Supplier may partially outsource the processing of personal data to a third party with due observance of the provisions of Article 22.1; in that case the Supplier will continue to be responsible for compliance with the User Agreement. The Supplier shall ensure that the third party observes confidentiality in respect of the personal data and also complies with the requisite instructions and security measures laid down in the User Agreement and these Terms and Conditions.

 

Article 18. Confidentiality

  1. Both of the parties shall refrain from disclosing Confidential Information relating to the other party for any other purpose than that for which the Confidential Information was obtained.
  2. Both of the parties shall take all reasonable precautionary measures to fulfil their duties of confidentiality. None of the provisions in this Article shall impose any restriction on the receiving party in respect of information or data – whether or not the same as or similar to the information or data defined as Confidential Information – where such information or data:
    • was already in the legal possession of the receiving party prior to the acquisition from the party in question;
    • was developed by the receiving party independently and without the use of information or data of the relevant party;
    • is or will be public knowledge or publicly accessible, other than through an action or omission of the receiving party; or
    • is provided to the receiving party by a third party without violation of an obligation of confidentiality in respect of the relevant party.
  3. The duties of confidentiality arising under this Article shall not apply to the extent that Confidential Information of the other party must be disclosed by virtue of the law, a bye-law or judicial order or a decision by a government body, on the condition that the receiving party makes every effort to limit the scope of the disclosure and notifies the relevant party in advance of such an intended disclosure.
  4. The parties guarantee that their Employees and third parties engaged by the parties comply with the obligations of confidentiality as referred to in this Article.

 

Article 19. Terms and deadlines

All terms of delivery and other terms are set by the Supplier in good faith and shall be adhered to where possible. The Supplier will enter into consultation with the Customer as soon as he is aware of a circumstance that could preclude timely delivery. The Customer will not under any circumstances be entitled to compensation for damages related to late delivery. The Supplier has the right to delivery in batches at all times.

 

Article 20. Exclusion

With the exception of the provisions explicitly laid down in the User Agreement, the Supplier shall provide no other or further guarantees, promises or conditions relating to the Blue Carpet Group B.V. Products & Services and rejects all other guarantees, promises or conditions, whether explicit, implicit or pursuant to the law (including but not limited to guarantees or conditions relating to marketability, to not infringing on other rights or to suitability for a specific purpose) in relation to the Carpet Group B.V. Products & Services.

 

Article 21. Force majeure

  1. A party is not obligated to fulfil a contractual obligation, with the exception of a payment obligation arising from the User Agreement or the Terms and Conditions of Delivery, where such compliance is impeded by force majeure. Force majeure includes but is not limited to: military action, government action, weather conditions, failure or disruptions in telecommunication and Internet connections, delays or shortcomings in the fulfilment of obligations by suppliers of the Supplier, shipment problems and strikes.
  2. If the Supplier has already fulfilled his obligations in part upon the occurrence of the force majeure situation or can only fulfil its obligations in part as a result of the force majeure situation, he will be entitled to send separate invoices for the delivered or deliverable part of the obligations and the Customer shall be obliged to pay these invoices as if they were payable under a separate contract.
  3. As soon as it becomes clear that the force majeure situation will last for longer than six (6) weeks, the other party shall have the right to terminate the User Agreement without being liable to pay any compensation.

 

Article 22. Other provisions

  1. The Supplier may transfer or outsource his rights and obligations under the Terms and Conditions of Delivery or the User Agreement to a subsidiary, a Blue Carpet Group B.V. Agent or another third party he has engaged for that purpose. In the case of transfer or outsourcing, these Terms and Conditions of Delivery will also apply to the Customer.
  2. All notices or other announcements related to the User Agreement or the Terms and Conditions of Delivery shall be sent via the Blue Carpet Group BV Platform or in writing to the address of the other party as stated in the User Agreement.
  3. In the event of any provisions of the User Agreement or these Terms and Conditions of Delivery being fully or partially void, voidable or contrary to the law, they will be deemed to be independent and not applicable. In such cases the parties will enter into consultation to replace the provision in question with a provision of the same tenor that is not partially or fully void, voidable or contrary to the law. The remaining provisions of the User Agreement or these Terms and Conditions of Delivery shall remain fully in effect.
  4. Delays or non-performance on the part of the Supplier in relation to exercising any rights in respect of the Customer that the Supplier has under the User Agreement or the Terms and Conditions of Delivery shall never constitute a relinquishment of rights. If a party relinquishes a right that he has under the User Agreement or Terms and Conditions of Delivery, this will not imply that this party relinquishes this right or any other rights in a subsequent case.
  5. The User Agreement and the Terms and Conditions of Delivery set out all of the agreements made between the parties with regard to the Blue Carpet Group B.V. Products & Services and replace all previous and simultaneous explicit and implicit agreements, contracts, declarations and guarantees, whether verbal or in writing. Subject to the provisions of Article 2.2 and Article 6.4 the User Agreement may be amended exclusively by means of a written agreement signed by both the Customer and the Supplier.
  6. The full or partial applicability of any purchase conditions or other general terms and conditions of the Customer are explicitly excluded, except where explicitly accepted by the Supplier.

 

Article 23 Applicable law and disputes

  1. The Terms and Conditions of Delivery and the User Agreement shall be governed exclusively by Dutch law.
  2. All disputes, disagreements or claims arising from or connected with these Terms and Conditions of Delivery or the User agreement, or with the non-compliance, termination or invalidity thereof, shall be submitted to the competent court in The Hague.

 

 

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