In these General Terms and Conditions, words are used that start with a capital letter. The meaning of these words, regardless of whether the words are used in singular or plural form in these General Terms and Conditions, is defined below.
1.1. Customer: the counterparty of Declaree B.V. in the Agreement.
1.2. General Terms and Conditions: these general terms and conditions.
1.3. Declaree: the private company with limited liability Declaree B.V., also acting under the name “Declaree” and “Declaree.com”, registered with the Chamber of Commerce (in Dutch: KvK) under number 70543887, including every legal successor, counterparty of the Customer in the Agreement.
1.4. Service: the Declaree service, which can be reached at the URL https://www.declaree.com.
1.5. User: a user attributable to the Customer who uses the Service, usually an employee.
1.6. Agreement: the agreement between the Customer and Declaree, to which these General Terms and Conditions apply, regarding the use of a Service.
1.7. Website: the Declaree website, which can be reached under the URL https://www.declaree.com
2.2. Since the Customer is a company acting in the course of a business or profession, the right of withdrawal (Article 7: 46d of the Dutch Civil Code) does not apply. If and insofar as this is applicable, the Customer hereby declares that Declaree may immediately commence the Service, including providing access to the Service, with the result that no more revocation can be made.
3.1. Users may not use the Service in such a way that damage is caused to Declaree, the infrastructure of Declaree or third parties. Furthermore, Users may not use the Service in such a way that results in (a part of) the Service becoming partially or completely unavailable.
3.2. Users may not log in to the Website and / or the Service by means of someone else's login details (including other Users), by means of forged login details or by circumventing any security, regardless of whether such security is adequate.
3.3. Users may not use the Service to spread viruses and / or upload software with an unwanted effect, such as trojans, worms and / or backdoors.
3.4. Users may not use the Service to send unsolicited messages (spamming).
3.5. Users may not use the Service to upload unlawful material (material that User is prohibited from possessing by law, or material that infringes the rights of third parties).
3.6. Users must take good care of the login details provided by Declaree for the use of the Service. If the Customer suspects that a third party has obtained the login details of a User, the Customer must immediately report this to Declaree.
3.7. Furthermore, the User may not act in violation of any laws or regulations.
4.1. The intellectual property rights with regard to the Service(s) rest with Declaree or its licensors.
4.2. All mentioned trade names or registered brands belong to Declaree or their respective owners.
5.1. Declaree is liable for direct damage as a result of an attributable shortcoming in the performance of the Agreement (non-performance), regardless of the basis of the claim, including an unlawful act, up to the amount that the Customer has paid for the use of the Service (including VAT) in the twelve (12) months prior to the event causing the damage. Declaree's liability for indirect damage, consequential damage, loss of profit, lost savings, reduced goodwill, damage due to business interruption is excluded. Also excluded is Declaree's liability for mutilation, destruction or loss of data.
5.2. The customer acknowledges that he is familiar with the rules of the (local) TAX authorities regarding the digital storage of receipts and the applicable laws and regulations regarding conversion of paper receipts to digital. Declaree is not liable for claims from the TAX authorities, for example regarding unreadable receipts after they have been digitized. It is therefore the Customer's own responsibility to ensure the Service is used correctly by itself and its Users.
5.3. The above limitations of liability lapse as the attributable shortcoming is the result of intent or deliberate recklessness on the part of Declaree's management.
5.4. Our subcontractors can also invoke the above limitations of liability.
5.5. If the Customer terminates the Agreement as a result of an attributable shortcoming in the performance of the Agreement by Declaree, the amounts already paid will not be subject to reversal.
5.6. Declaree strives for maximum availability of its Service, however, it cannot guarantee that the Service is always available. Declaree is not liable for the temporary unavailability of the Service.
6.2. The following paragraphs (6.3 to 6.9) of this article can be regarded as a basic processor agreement within the framework of the Personal Data Protection law (in Dutch: Wet Bescherming Persoonsgegevens) and apply if personal data as referred to in that law is processed.
6.3. In the context of the law as mentioned above, Declaree is qualified as processor and Customer as controller.
6.4. Declaree will, in the context of the performance of the agreed activities, process personal data for the benefit of the Customer, whereby Declaree is not permitted to process and / or provide to third parties the personal data obtained from the Customer for its own purposes other than those agreed. Declaree processes personal data on the instructions of the Customer and will follow the instructions of the Customer with regard to the processing of the personal data. If the Customer's instructions are not related to non-compliance of Declaree with the statutory obligations Declaree has under the Personal Data Protection law (in Dutch: Wet Bescherming Persoonsgegevens) or the Telecommunications law, such instructions will be followed at the then applicable prices and rates.
6.5. Declaree implements appropriate technical and organizational measures to protect personal data against loss or any form of unlawful processing. These measures guarantee, taking into account the state of the art and the costs of implementation, an appropriate level of security in view of the risks associated with the processing and the nature of the data to be protected. The measures are also aimed at preventing unnecessary collection and further processing of personal data.
6.6. The Customer indemnifies Declaree against all claims from third parties or from government agencies charged with the implementation of the monitoring of compliance with the Personal Data Protection law (in Dutch: Wet Bescherming Persoonsgegevens) with regard to infringements of that law as mentioned above, as well as including the costs arising therefrom.
6.7. If Declaree suspects, or has come to know, that the personal data of the Customer have been or have been compromised (security breach or a data leak), Declaree will immediately report this to the Customer. As a result, the Customer itself assesses whether (i) the data breach meets the legal criteria to inform the data subjects and (ii) whether the data breach meets the legal criteria for reporting the data breach to the Dutch Data Protection Authority (in Dutch: College Bescherming Persoonsgegevens) or its successor to the Personal data Authority (in Dutch: Autoriteit Persoonsgegevens). The customer remains responsible for any legal obligation to do so. Declaree is prepared to support the Customer with the aforementioned legal obligations.
6.8. The adequate security of the workstations and systems of the Customer and Users, and the taking of organizational measures is at all times the responsibility of the Customer, therefore Declaree is never responsible or liable for this.
6.9. Declaree guarantees that the personal data will never be processed outside a member state of the European Union.
6.10. Declaree guarantees that it will at all times cooperate with the right that a data subject (User) has to view and / or correct its personal data.
6.11. Declaree will not send unsolicited emails. And if Declaree has permission from the Customer, Declaree will only send e-mails that relate to its products and services.
6.12. The data accumulated with the Service always remains the property of the Customer.
6.13. Both parties will observe strict confidentiality with regard to information about each other's organization, operation of the Service, Data built up with the service, etc. Unless the other party has given prior written permission, a party will not disclose information that is available to third parties. and only make it known to its personnel insofar as this is necessary for the performance of the agreed performance. The parties will oblige their personnel to comply with these confidentiality provisions.
7.1. The Customer can pay for the Service with one of the payment methods as offered by Declaree on the Website. If the payment is cancelled or reversed, Declaree will send the Customer a reminder. In this reminder, the Customer is offered a term to pay the outstanding invoice. If payment is not made, Declaree will proceed to collect the claim. From that moment on, the amount due will be increased by extrajudicial collection costs in accordance with the “Decree on compensation for extrajudicial collection costs” (in Dutch: “Besluit vergoeding voor buitengerechtelijke incassokosten”), the minimum of which is set at € 40 (forty Euro). In addition, the Customer will owe statutory commercial interest from that moment on.
7.2. In the event of permanent non-payment (s), Declaree is entitled to suspend access to the Service, without being obliged to indemnify the Customer.
7.3. Declaree reserves the right to report payment fraud to the police.
7.4. The customer agrees that invoices may be issued digitally (by means of an email with an invoice in PDF format) by Declaree.
7.5 If the agreement has been concluded by means of an individual proposal, the license will formally start no later than six (6) months after signing, regardless of the status of the implementation or the Go-Live moment. The invoice for the license will therefore be sent no later than six (6) months after the proposal has been signed. The license period as well as the end date of the agreement is stated on the invoice.
8.1. The Agreement will each time be tacitly renewed for one (1) period if the Customer has not canceled the Agreement before the end date. Termination is effected by clicking on 'cancel' in the Declaree administration of the Customer.
8.2 If the agreement has been concluded by means of a individual proposal, the agreement will each time be tacitly renewed for one (1) year if none of the Parties has canceled the agreement to Declaree no later than two (2) months before the end date, with acknowledgment of receipt. The license period as well as the end date of the agreement is stated on the invoice.
8.3. All rights that the Customer has acquired under the Agreement with regard to the use of the Service will lapse upon termination of the Agreement.
8.4. Unless otherwise specified, obligations which by their nature are intended to continue after termination of the Agreement will continue to exist after termination thereof. The termination of the Agreement explicitly does not release the parties from the provisions with regard to confidentiality, liability, intellectual property rights, applicable law and choice of forum.
8.5. If the Agreement ends, regardless of the manner in which, Declaree will give the Customer the opportunity to secure the data that has been built up through the use of the Service. As soon as the Customer has indicated that it has secured the aforementioned data, or if the Customer has indicated that it does not want to secure the aforementioned data, Declaree will delete the aforementioned data.
8.6. The agreed prices and rates may be increased annually, on 1 January by the SAAS service provider by a percentage equal to the service price index for commercial services as published by the Dutch Central Bureau for Statistics (in Dutch: “Centraal Bureau voor de Statistiek (CBS)”) based on 2015 being 100 with a maximum of 3% annually.
9.1. Declaree is allowed to transfer its rights and obligations to a third party. In particular when it concerns a transfer in the context of a change of legal form, sale or merger of its company.
9.2. Dutch law is applicable to the Agreement.
9.3. Disputes must be resolved between the Customer and Declaree as much as possible. If that is not possible, the court in Rotterdam has exclusive jurisdiction to hear and judge the dispute. Unless the claim, due to the nature or the amount and / or value of the claim, falls within the competence of the subdistrict court (in Dutch: “kantonrechter”). In the latter case, the subdistrict court (in Dutch: “kantonrechter”) designated by law is authorized to hear and judge the dispute.
9.4. Declaree is entitled to change these conditions from time to time.