These general conditions apply to all offers, quotations and services of Someone you know B.V. and are an integral part of every agreement between you and Someone you know B.V. If you have any questions or comments after reading these general conditions, please feel free to contact us.

Statutory name: Someone you know B.V.

CHAMBER OF COMMERCE: 86560794

 

Office address:
Wilhelminaplein 25
5611 HG Eindhoven
Netherlands

Website: www.someoneyouknow.online

E-mail: hello@someonyouknow.online

 

1. Definitions

1. Capitalized terms and definitions used in the Agreement shall have the meanings given to them below.

1. Offer: any offer (regardless of form) made by Someone you know in the context of providing services, including, but not limited to, an offer in the form of a quotation or a general offer made online that can be accepted there.
2. Account: a combination of a login name and password for the personal account of User or his or her End User with which he or she gains access to the App/Theme.
3. User: the natural or legal person with whom Someone you know has entered into an Agreement.
4. General Terms and Conditions: the present general terms and conditions.
5. End User: the natural person authorized by the User to use the App/Theme.
6. Someone you know: the company Someone you know B.V., located at Wilhelminaplein 25 (5611 HG) in Eindhoven and registered with the Chamber of Commerce under number 71310991.
7. Intellectual Property Rights: all intellectual property and related rights, including but not limited to copyright, database rights, domain names, trade name rights, trademark rights, design rights, neighboring rights, patent rights, as well as rights to know-how.
8. Office Hours: the hours on a Business Day between 09:00 to 17:00 (Dutch time).
9. License: a limited right of use for the User to use the App/Theme.
10. Agreement: the agreement reached after acceptance of an Offer by the User, of which these General Terms and Conditions are an inseparable part and on the basis of which Someone you know will provide services to the User.
11. Party means a party to the Agreement.
12. App / Theme: to download and/or install and/or integrate the App / Theme / Plugin for an application of third-party software.
13. Written: on paper as well as in electronic form (e.g. via the App/Theme) provided that the identity of the sender and integrity of the message are sufficiently established.
14. Confidential Information means any non-public information related to one or both Parties that a Party indicates is confidential, or that, by its nature or under the circumstances under which disclosure is made, should be treated as confidential or is marked as confidential.
15. Business Day: Monday through Friday, with the exception of holidays recognized under the Dutch General Holidays Act and days of which Someone you know has indicated in advance, whether or not through its website or e-mail, that it will be closed.

1. Applicability and ranking
1. The General Conditions apply to every Offer of Someone you know and the execution of (future) Agreements.
2. The applicability of any purchase or other conditions of the User is expressly excluded. Such conditions are only applicable if accepted by Someone you know through signature.
3. In case of conflict between the applicable documents, provisions and definitions contained in the various sections of the Agreement, the following order of precedence shall apply, with the previously mentioned document taking precedence over the subsequently mentioned document:
1. Offer
2. any annexes to the Agreement
3. the Terms and Conditions
4. Any purchase or other terms and conditions of the User signed by Someone you know.
2. Formation of Agreement
1. The Agreement is established by acceptance of an Offer by the User.
2. An Agreement is also established by creating an Account on the App/Theme of Someone you know.
3. Someone you know is only bound by an acceptance of an Offer made by the User, whether or not on minor points, that deviates from the Offer, if Someone you know expressly accepts the deviating acceptance In Writing. The foregoing does not affect what is stated in Article 2.2 provisions.
4. All prices in any Offer are subject to programming and typing errors. If a price in an Offer is based on data provided by the User and these data prove to be incorrect, Someone you know has the right to adjust the prices accordingly, even after the Agreement has already been concluded .
5. The applicability of Articles 6:227b (1) and 6:227c of the Civil Code is excluded.
3. Execution of the Agreement
1. After formation of the Agreement Someone you know shall endeavor to commence the performance of the Agreement as soon as possible and shall observe the care of a good contractor. (Delivery) dates communicated by Someone you know or agreed between Parties are indicative and shall never be considered as deadlines.
2. The User shall provide to Someone you know all support necessary and desirable to enable a proper execution of the Agreement. In any case the User shall provide Someone you know with all information that Someone you know indicates is necessary, or that the User should reasonably understand is necessary for the correct execution of the Agreement. Someone you know has the right, but not the obligation to check this information for accuracy and completeness.
3. If the User does not provide the cooperation described above, or if it appears that the information provided by the User is incorrect or incomplete, Someone you know has the right to suspend the Agreement until the User has still provided the requested cooperation or the necessary information. Any periodic fees paid by the User will remain due during this period.
4. Someone you know has the right to engage third parties for the execution of the Agreement. Any related costs shall only be borne by the User if Parties have agreed so.
4. Access and use of the App/Theme
1. In order to access the App / Theme, User needs a License. A License gives User the non-exclusive right to use the App / Theme as an online service (Software-as-a-Service) for the duration of the License and exclusively for the use intended under the Agreement.
2. The License may only be used for User's own purposes within User's own organization. Licenses may not and, from a property law perspective, cannot be transferred to third parties except with the express written consent of Someone you know.
3. Unless otherwise agreed in Writing the following applies:
1. a License commences on the day Someone you know provides access to the App/Theme to User (e.g., through the provision of login credentials for an Account and/or notification that User can go ahead and create an Account himself);
2. a License has a term of 1 month unless a different offer is made;
3. after the expiration of the agreed term of the License, the License is automatically and tacitly renewed for the same periods each time;
4. a License may be terminated by either Party towards the end of the then current period without a notice period.
4. The Agreement as well as Licenses issued thereunder cannot be terminated prematurely by the User, except with the Written consent of Someone you know. Section 7:408 paragraph 1 of the Dutch Civil Code is not applicable to the Agreement.
5. Upon termination of the License, Someone you know will terminate access to the App/Theme and will be entitled to delete all User-related data present within the App/Theme, unless otherwise agreed.
6. In order to purchase a License, User needs an Account. User creates this Account himself.
7. User is solely responsible for the installation of the App/Theme.
8. An Account is strictly personal and may not be shared with third parties. Login credentials must be kept secret at all times. The User is obliged to use a sufficiently strong password for each Account, and to change any default password provided by Someone you know without delay.
9. Someone you know is not responsible for misuse of Accounts and may assume that the person logging into an Account is in fact an End User authorized on behalf of the User. Someone you know may trust that all actions performed from an Account are performed under the direction, supervision and with the approval of the User.
10. The User, unless otherwise agreed, is solely responsible for end-user management, granting or revoking rights and creating or deleting Accounts - all to the extent these capabilities are included under the Agreement.
11. If login details of an Account are (presumably) lost or leaked, the User will immediately take all measures reasonably necessary, desirable and possible to prevent misuse of the Account. These measures may include, for example, changing the associated password. In any case, the User will immediately report this to Someone you know, so that any additional measures can be taken to prevent abuse of the Account.
5. Usage Rules
1. The User is not permitted to use or deploy the services provided under the Agreement, in particular the App/Theme, in violation of applicable laws or regulations or the Agreement.
2. The User is not allowed to offer or distribute through the App/Theme any materials that are unlawful in nature, infringe third party rights such as Intellectual Property Rights, or are defamatory, insulting, discriminatory or hateful, violate the privacy of third parties, including in any case but not limited to the distribution of personal data of third parties without permission or necessity.
3. The User shall refrain from hindering other customers of Someone you know, including other users of the App/Theme, or other internet users in general, or causing damage to systems or networks of (the suppliers of) Someone you know. If actions of the User, in the opinion of Someone you know, cause hindrance, damage or other danger to the functioning of the systems or networks of Someone you know, in particular as a result of excessive sending of data, (distributed) denial-of-service attacks, poorly secured systems or activities of viruses, Trojans or similar software, Someone you know is entitled to take all measures it reasonably deems necessary to avert or prevent this danger.
4. If a third party informs Someone you know that, through the systems that are part of the delivered services, by or on behalf of the User, materials or other information is stored or distributed which according to that third party infringes on the rights of that third party or otherwise is unlawful, Someone you know shall notify the User of said notification. The User must then as soon as possible, but no later than forty-eight (48) hours, provide a motivated Written response refuting the report or complaint, after which Someone you know will independently decide what measures will be taken. Measures may include, but are not limited to, permanently removing or restricting access to the materials or information to which the complaint relates. In cases that in the opinion of Someone you know are urgent Someone you know can take immediate action without having to notify the User in advance. However, Someone you know will then still endeavor to inform the User as soon as possible afterwards about the measures taken and the reason for them.
5. User is strictly prohibited from applying reversed enigeering to the App/Theme.
6. Opinions
1. The App may give advice or display reports about the services of User. The content thereof is not binding and only advisory in nature, but Someone you know will comply with its duties of care. The User decides on her own responsibility whether to follow the advice.
2. User is obliged at the first request of Someone you know to assess proposals provided by her. If Someone you know is delayed in its work, because User does not or not timely provide an assessment on a proposal made by Someone you know, User is at all times responsible for the resulting consequences, such as delay.
3. The nature of the service entails that the result is at all times dependent on external factors that may influence the reports and advice of Someone you know, such as the quality, accuracy and timely delivery of required information and data from the User and its employees. User is responsible for the quality and for the timely and correct delivery of the required data and information. 
4. User shall notify Someone you know in writing prior to the commencement of the work of all circumstances that are or may be material including any items and priorities for which User desires attention.
7. Maintenance
1. Someone you know reserves the right to temporarily take the App/Theme out of service for maintenance purposes. Someone you know shall endeavor to have such downtime take place outside Office hours as much as possible and notify the User of the planned downtime in a timely manner in advance. In the event that Someone you know is of the opinion that taking the App/Theme out of service - whether or not during Office Hours - is necessary for its safe operation, it is entitled to take the App/Theme out of service immediately without prior notice to the User so that Someone you know can and will take appropriate measures as soon as possible. Someone you know shall never be obliged to pay any damages to the User due to taking out of service as referred to in this paragraph.
2. Someone you know has the right to modify the App/Theme from time to time in order, among other things, to improve functionality and to fix errors, or to no longer offer aspects of an App. If the foregoing results in a significant reduction in functionality, Someone you know shall notify the User thereof in Writing or via the App/Theme prior to implementation of the change. As the App / Theme is provided to multiple Users, it is not possible to waive a particular modification for the User only. If a modification leads to the loss of an essential functionality for the User, the User acquires the right to terminate the Agreement In Writing by the time the modification comes into effect provided that the User has previously notified Someone you know In Writing of his/her intention to make use of this termination right.
8. Availability of the App/Theme
1. Someone you know will endeavor to provide uninterrupted availability (7 days a week, 24 hours a day) of the App/Theme.
2. Someone you know will endeavor, in case of unavailability of the App/Theme, due to outages, maintenance or other causes, to inform the User of the nature and expected duration of the interruption.
9. Support
1. Only if agreed, Someone you know shall be obliged to provide the User and its End Users with remote helpdesk support in the context of the use of the App/Theme. Any form of support is provided through the means of communication used by Someone you know for this purpose, which may change from time to time. Someone you know will endeavor to handle any requests adequately and within a reasonable timeframe.
2. Someone you know may place reasonable restrictions on the use of the forms of support offered. In addition, Someone you know is free to further determine and/or change helpdesk availability and response times at any time.
10. Reimbursement
1. Unless expressly stated otherwise, all prices quoted by Someone you know are in euros and exclusive of sales tax and other government levies.
2. Someone you know is entitled to the rates it charges:

1. index once a year in accordance with the most applicable service price index (DPI) of the CBS, provided Someone you know notifies the User In Writing at least one (1) month before the effective date of the rate change;
2. interim change if the rates of its suppliers of, for example, power, data center, software and (public) cloud solutions reasonably warrant it, provided Someone you know notifies the User In Writing at least one (1) month before the effective date of the rate change;
3. change in the interim, including at any renewal time of a License, regardless of the reason, provided Someone you know notifies the User In Writing at least two (2) months before the effective date of the rate change.

1. In the event of a rate change which is based on article 10.2 sub c the right to cancel the license (and thus the Agreement) in writing. The User must observe a notice period of at least one (1) month, after which the License will terminate at the time the change in fees becomes effective.

1. Billing and payment
1. The fee for Licenses (to the extent applicable) will be charged at the time and prior to the effective date of the License, as well as prior to any time the License is renewed.
2. Someone you know will invoice the User for all amounts owed, with the right to invoice electronically n, unless otherwise agreed.
3. If the User objects to the amount of an invoice, this does not suspend his/her payment obligation, but the Parties will consult to reach an amicable solution.
4. User is in default of payment from the due date of the invoice by operation of law, without prior notice of default being required  .
5. Someone you know is entitled to suspend the Agreement if (i) User fails to pay an invoice within the due date. During suspension User will no longer have access to the App/Theme. If User fails to pay the so
6. The User is not entitled to suspend, set off or deduct any payment obligation owed to the User from any claim against Someone you know on any account.
2. Intellectual Property Rights
1. All Intellectual Property Rights to the Services provided, including the App/Theme, documentation and other materials belong exclusively to Someone you know or its licensors. The User only acquires a limited, non-transferable right of use for the agreed upon specified duration under application of the powers and other limitations set forth in the Agreement.
2. All data that User adds to the App/Theme during his/her use of the App/Theme, or allows Someone you know to add to the App/Theme, shall remain the property of the User or his/her licensors. Someone you know shall have no ownership rights to this. With regard to this data the User grants Someone you know a limited right of use to use the relevant data as far as reasonably necessary for the performance of the Agreement as well as a right of use for an indefinite period of time for the use of the data for the improvement of the services provided, or to be provided in the future, by Someone you know.
3. Liability
1. The liability of Someone you know due to an attributable failure in the performance of its obligations under the Agreement, in tort and/or for any other reason, is limited per event (whereby a series of related events is seen as one event) to what the User owes over a period of three (3) months prior to the event causing damage (excluding VAT). In no event shall Someone you know's total liability for damages, for whatever reason, on a calendar year basis exceed the stipulated fixed compensation for the calendar year in question.
2. The limitation of liability referred to in the preceding paragraph shall expressly also apply to warranties provided by Someone you know in the Agreement or otherwise.
3. Any limitation of liability contained in the Agreement shall lapse if and to the extent that the damage is the result of intentional or deliberate recklessness on the part of Someone you know's management.
4. The liability of Someone you know due to an attributable failure in the performance of an Agreement arises only if the User Someone you know immediately and properly in Writing in default, stating a reasonable period to remedy the failure, and Someone you know even after that period continues to fail attributably in the performance of its obligations. The notice of default must contain as detailed a description of the failure as possible, so that Someone you know is able to respond adequately. Any claim for damages by the User expires by the mere expiry of six months after the claim arose.
5. The content of Someone you know or App's advice is not binding and only advisory in nature. User decides herself and on her own responsibility whether she follows the proposals and herein mentioned advice of Someone you know. All consequences resulting from following the advice are at User's expense and risk. User is at all times free to make her own choices that deviate from the (delivered) advice from Someone you know. Someone you know is not obliged to any form of refund if this is the case.
4. Indemnity and accuracy of information
1. User is solely responsible for the accuracy, reliability and completeness of all data, information, documents and/or records, in any form that she provides to Someone you know in the context of an Agreement, as well as for the data obtained from third parties and provided to Someone you know for the purpose of performing the Service.
2. User shall indemnify Someone you know from any liability as a result of failure or delay in fulfilling the obligations regarding the timely provision of all accurate, reliable and complete data, information, documents and/or records.
3. The User indemnifies Someone you know for all claims of the User and third parties engaged by him or working under him, as well as of clients of the User, based on the failure to obtain (on time) any subsidies and/or permissions required in the context of the execution of the Agreement.
4. The User indemnifies Someone you know for all claims of third parties arising from the work performed for the User, including but not limited to intellectual property rights on the data and information provided by the User which can be used in the execution of the Agreement and/or the actions or omissions of the User towards third parties.
5. If User provides electronic files, software or information carriers to Someone you know, User guarantees that they are free of viruses and defects.
5. Force majeure
1. Neither Party can be held to fulfill any obligation if a circumstance beyond the control of the Parties (force majeure), which could not or should not already have been foreseen at the conclusion of the Contract, nullifies any reasonable possibility of performance. Force majeure includes (but is not limited to):

1. failures of public infrastructure that is normally available to Someone you know, and on which the provision of the Services (such as the App/Theme) depends, but over which Someone you know cannot exercise any actual power or claim performance;
2. outages caused by malicious software, network attacks such as (D)DOS attacks or successful or unsuccessful attempts to bypass network security or system security;
3. shortcomings of suppliers of Someone you know, which Someone you know could not foresee and where Someone you know can not hold its supplier liable, for example because the supplier was (also) subject to force majeure;
4. domestic disturbances, mobilization, pandemics, war, terror, strikes, fire and floods;
5. defectiveness of items, equipment, or other material the User has prescribed the use of; and
6. prolonged unavailability of employees of Someone you know or third parties engaged by it due to illness.

1. If a force majeure situation has lasted for more than ninety (90) days, each of the Parties has the right to terminate the Agreement, without any obligation to pay damages or undo.

1. Promotion
1. Someone you know is permitted, during the term and after termination of the Agreement, for promotional purposes in the materials and channels used by Someone you know (such as its website) to describe the customer case regarding the services provided by Someone you know to the User, whereby the trade name, image and word mark of the User may be used for illustration purposes. If the User objects to the way Someone you know has used the aforementioned right, the User can notify Someone you know in writing. Someone you know will reasonably consider the objection and make adjustments where appropriate.
2. Modification of the Agreement
1. If the User wishes an amendment to the Agreement, the User may submit a request to Someone you know to that effect. Such amendments are only applicable if expressly accepted In Writing by Someone you know.
2. Someone you know reserves the right to modify or supplement the General Terms and Conditions, also with respect to already existing Agreements. Such amendments shall apply in respect of Agreements already concluded subject to a period of thirty (30) days after Written notification of the amendment to the User. If the change significantly negatively affects the position of the User, the User acquires the right to terminate the Agreement In Writing, provided that the notice to this effect is received by Someone you know no later than fourteen (14) days before the date on which the change takes effect. The foregoing termination right does not arise in the case of changes as referred to in Article 16.3.
3. Changes of minor importance, changes pursuant to law and changes in favor of the User, may be made at any time with immediate effect and do not require notice to the User.
3. Duration and end of the Agreement
1. Unless the Agreement provides otherwise, the following applies:
1. the term of the License(s) is set forth in the Agreement;
2. the Agreement cannot be terminated prematurely by the User, unless the Agreement expressly so provides;
3. Article 7:408 (1) of the Civil Code does not apply to the Agreement ;
4. termination by the User shall never result in the lapse of any obligation to pay any (License) fees already due, nor any obligation to refund any (License) fees already paid;
5. if the User does not owe Someone you know a fee under the Agreement, Someone you know is entitled to terminate the Agreement at any time and with immediate effect without requiring any prior notice to the User.
2. Someone you know may suspend, dissolve or terminate the Agreement at any time without notice of default being required, if (i) the User is declared bankrupt or has itself filed for bankruptcy, (ii) the User has been granted suspension of payments, (iii) the User's company has been or is being dissolved or liquidated, (iv) all or part of the User's assets have been seized.
3. If, at the time of dissolution of the Agreement, the Parties have already performed or received performances in performance thereof, these performances and related payment obligations shall not be subject to cancellation. Article 6:271 et seq. of the Civil Code shall not apply to the Agreement.
4. Complaints
1. If the User is not satisfied with the service of Someone you know or otherwise has complaints about the execution of his order, the User is obliged to report these complaints as soon as possible, but no later than 7 calendar days after the relevant reason that led to the complaint. Complaints can be reported verbally or in writing via info@Someone you know.nl with the subject "Complaint".
2. The complaint must be sufficiently substantiated and/or explained by the User in order for Someone you know to handle the complaint.
3. Someone you know will respond substantively to the complaint as soon as possible, but no later than 7 calendar days after receipt of the complaint.
4. The parties will try to reach a solution jointly.
5. Final Provisions
1. The Agreement is governed by Dutch law.
2. All disputes arising from or related to the Agreement shall be brought exclusively before the competent court in the district where Someone you know is located, unless otherwise required by the rules of mandatory law.
3. Someone you know has the right to transfer all or part of the Agreement to a group company as referred to in article 2:24b of the Dutch Civil Code, or to a third party that takes over the business activity(ies) of Someone you know, without any further consent or cooperation of the User being required.
4. The version of communication, measurements, or other information received or stored by Someone you know is deemed to be correct, subject to proof to the contrary to be provided by the User.
5. If any provision of the Agreement proves to be void or voidable or for any other reason invalid in whole or in part, the other provisions of the Agreement shall remain in full force and effect. Someone you know will replace the invalid provision by a provision that is valid and whose legal effect, given the content and scope of the Agreement, corresponds as much as possible to that of the invalid provision.