General Terms and Conditions InControlRating B.V.
General Terms and Conditions InControlRating B.V.
Section 1 - Introduction
Who we are
We are InControlRating B.V., our chamber of commerce number is 68310854 and our legal seat is in the Netherlands. From now, we refer to ourselves as ICR.
What do we do
We offer software through our website https://routeicr.com. We call this SaaS, short for Software as a Service. In addition we offer related services.
SaaS and related services
We provide our SaaS and relates services on the basis of these terms and conditions. The plans and reports you create through the software are prepared with the utmost care, but we do not guarantee:
For whom?
These terms and conditions apply to:
Questions?
Do you have questions about these terms and conditions or our SaaS and related services? Please contact us through support@incontrolrating.com.
Section 2 - Definitions
Agreement - The Agreement (including these General Terms and Conditions) between ICR and Licensee pursuant to which ICR provides Services to Licensee.
ICR - In these General Terms and Conditions, “ICR” means the private limited company InControlRating B.V.
Licensee - The (legal) party with whom ICR has entered into an Agreement.
Services - The services to be provided by ICR, as described on https://routeicr.com, including providing access to and use of the SaaS via a browser, solely for the purpose of implementing and maintaining the Step-by-Step Plan.
Step-by-Step Plan - The step-by-step plan managed by Licensee based on the SaaS.
System - Equipment, software (including the program code for the Step-by-Step Plan), cloud space and the website managed by ICR with which it provides the Services to Licensee.
Section 3 - SaaS & Licensee
1. Use of SaaS
a. The Agreement between ICR and Licensee is concluded by clicking on the payment button in the last step of the registration process on the website of https://routeicr.com. The Agreement is also concluded when Licensee provides payment details by e-mail.
b. ICR has the right to refuse a potential Licensee without giving any reason.
c. Licensee is responsible for the use and security of its account.
d. Your account is strictly personal. Please keep your account information and password confidential. You are liable for all actions taken after logging in with your account information.
e. Without the permission of ICR, Licensee is prohibited from transferring the username(s) and password(s) provided by ICR to third parties.
f. ICR representatives have access to your account if necessary to provide our services.
g. We have the right to (temporarily) block an account. We do this if we have reasonable suspicion that your account violates the law or these general terms and conditions and in case of payment arrears.
h. You can delete your account by sending an e-mail to support@incontrolrating.com. Terminating your account will in no way terminate or suspend your payment obligations to us.
2. Subscription licenses and termination
a. We offer various subscription licenses for using the SaaS services.
b. ICR shall be the exclusive owner of all existing and future intellectual property rights, such as copyrights, trademark rights, design rights, patent rights, source code and know-how, which rest on or arise from the System and related software.
c. All intellectual property rights relating to software, websites, data files, equipment, training, testing and examination materials or other materials such as analyses, designs, documentation, reports, quotations, as well as preparatory material thereof, developed or made available to Licensee under the Agreement, shall remain exclusively with ICR, its licensors or its suppliers.
d. ICR grants Licensee a non-exclusive, non-transferable, non-pledgeable and non-sublicensable right of use with respect to the System. The right of use commences upon the conclusion of the Agreement and only for the term of the Agreement. Licensee cannot claim the intellectual property rights referred to in Section 3, Article 2b. The obligation to make available by ICR and the right of use of Licensee extend exclusively to the so-called object code of the software. Licensee's right of use does not extend to the source code of the software. The source code of the software and the technical documentation created during the development of the software will not be made available to Licensee, even if Licensee is prepared to pay a financial compensation for this.
e. The right of use is not transferable. Licensee is not permitted to sell, lease, sublicense or make the right of use available to a third party in any way or for any purpose whatsoever.
f. Licensee may only use the right of use for its own business activities.
g. Licensee shall not remove or modify any indication(s) concerning the confidential nature or concerning copyrights, trademarks, trade names or any other intellectual property right from the software, website, data files, equipment or materials.
h. Licensee shall refrain from modulating, adapting, further developing or reverse engineering the intellectual property.
i. ICR makes every effort to make the Services continuously available, but does not guarantee that the Services are available at all times. We ask you to inform us immediately if the System has a malfunction, such as an error message or a failure of a functionality. You can do this by sending an e-mail to incident@incontrolrating.com.
j. ICR will use its best efforts to perform its Services with care. All ICR Services are performed on the basis of a best efforts obligation.
k. ICR reserves the right to make changes to the Services and the System. ICR will use reasonable efforts to provide advance notice of changes that limit the core functionality of the Services and the System, unless this is not reasonably or technically possible.
l. ICR may expand the Services and/or the System with modules that contain new functionalities. Modules that are offered to new users for a fee do not automatically fall within the scope of the Agreement. If Licensee wishes to use these modules, he must make further arrangements with ICR.
m. ICR is never obliged to restore corrupted or lost data.
n. ICR is never responsible for making backups of Licensee's data. Licensee is responsible for making proper backups of its own data that is used for setting up and maintaining the Step-by-Step Plan.
o. ICR is never obliged to perform data conversion unless this has been expressly agreed in writing.
p. When entering into the Agreement, Licensee must provide the correct, current and complete (address) details that are requested from Licensee during the registration process. Licensee must report changes to these (address) details as soon as possible via the ICR back office.
q. All subscriptions we offer are subject to an initial term of one month. You can cancel your subscription after this term by sending an email to support@incontrolrating.com. The termination of the Agreement must be received by ICR at least 72 hours before the expiration of the contract period. Otherwise, the current Agreement will be automatically extended.
r. It is not permitted to terminate the Agreement prematurely and reclaim any amounts already paid. After the end of the contract period, it is possible to terminate the Agreement.
s. The termination of the Agreement must be received by ICR at least 72 hours before the expiration of the contract period. If this is not the case, the current Agreement will be automatically extended. You cancel by sending an email with this request to support@incontrolrating.com.
t. If you change your package to another package then an initial contract term of 1 month applies again.
u. Complaints do not suspend Licensee's payment obligations.
v. Because ICR uses automatic debit with subscriptions, the Client has the option to reverse a debit. Please note that an unauthorized reversal incurs charges. We charge the administrative costs incurred with a maximum of € 40 excluding VAT per reversal. We therefore ask you not to reverse a debit, but to contact support@incontrolrating.com if you disagree with a debit.
3. Warranty
a. Content such as texts on web pages, blogs and newsletters are compiled with the utmost care, but we do not guarantee that they are without errors.
b. ICR is not liable for errors resulting from incorrect or incomplete information provided by you while answering the questions.
c. Defects in the security of the information stored by Licensee on ICR's systems and defects resulting from actions by Licensee himself or by other licensees or internet users, as a result of changes in dial-up numbers, login procedures, account and/or e-mail address or other changes, are not covered by the warranty and are at the expense and risk of Licensee.
4. Conflict of interest
a. When you use the software, ICR does not investigate whether there is a potential conflict of interest between you and other clients of ICR. This is also not necessary, as we are not advising you in person, and therefore, we cannot be confronted with conflicting interests.
Section 4 - Related services
1. Professionals
a. Our professionals are employed by ICR or persons affiliated with us.
b. You always give an assignment to ICR and not to an individual professional.
Section 5 - Provisions
1. Rates
a. All prices communicated by us are exclusive of VAT and expenses.
b. In all cases, ICR is entitled to adjust the agreed price by means of an e-mail to Licensee, taking into account a period of thirty (30) days.
2. Payments
a. The license fee (subscription fee) will be invoiced in advance of the period.
b. Payment of the license fee must be made within seven (7) days after the invoice date, if no payment method based on direct transfer is used (iDeal, PayPal, Credit Card, etc.).
c. Without prejudice to its other rights under the law or the Agreement, in the event of late payment, ICR shall be entitled to suspend the Services without being liable to the Licensee for any compensation for costs or damages.
3. Confidentiality
a. We will keep all your confidential information confidential. By "confidential information" we understand, among other things, any information that you have indicated is confidential.
4. Advice
a. All advice given by ICR, shared knowledge and communications and statements provided by ICR from Services provided by ICR are entirely without obligation and are provided by ICR as non-binding information. ICR does not provide any guarantee in this regard.
b. ICR is not liable for any direct or indirect damage, in whatever form and for whatever reason, resulting from the provision of information and/or advice by ICR. Licensee indemnifies ICR against all claims by third parties, unless there is intent or gross negligence on the part of ICR.
5. Force majeur
a. ICR shall not be obliged to fulfil one or more obligations, including any statutory and/or agreed warranty obligation, if it is prevented from doing so as a result of force majeure. Force majeure shall also include:
b. If the force majeure situation has lasted longer than sixty (60) days, Licensee shall have the right to terminate the Agreement without ICR being liable for any compensation for costs or damages. In that case, what has already been performed under the Agreement shall be settled proportionally, without the parties owing each other anything else.
c. If ICR is prevented from fulfilling the Agreement due to restrictions or impediments or other forms of force majeure, it shall be entitled to suspend the performance of the Agreement. In that case, Licensee shall not be entitled to compensation for damages, costs or interest.
6. Liability
a. ICR's liability shall in all cases be limited to the total amount charged to you in the previous 3 months by ICR. Persons affiliated with ICR shall in no event be liable.
b. A claim lapses if you do not notify ICR in writing within seven (7) days of the discovery of the event giving rise to liability.
c. Deficiencies in any form in the services of third parties, such as our external (hosting) providers, data storage or telecommunication services and other suppliers of ICR, are not attributable to ICR and ICR is not liable for the damage caused by these deficiencies.
7. Idemnification
a. You indemnify ICR against all claims of third parties that are in any way related to the performance of the Services, including possible costs (such as those of legal assistance), unless it is established that the claim is a result of a professional error made by ICR.
8. Validity
a. These General Terms and Conditions apply to all offers and legal relationships of ICR and to all Agreements concluded with ICR whereby ICR supplies Services of whatever nature and under whatever name to Licensee.
b. The applicability of any purchasing or other conditions of Licensee is expressly rejected.
c. Licensee enters into this Agreement in its capacity as a business.
d. Licensee is not entitled to transfer the rights and obligations under the Agreement to a third party, including entities within the group of which Licensee is a part, without the prior written consent of ICR. ICR is entitled to transfer the rights and obligations under the Agreement to third parties. Licensee hereby grants its consent to such a transfer.
e. ICR is entitled to unilaterally change the content of these General Terms and Conditions. Changes will be announced in writing or by e-mail and will enter into force fourteen (14) days after announcement, or on another date stated in the announcement.
f. If Licensee does not wish to accept the changes to the General Terms and Conditions, he has the right to terminate the Agreement as of the date on which the changed conditions come into effect without ICR being liable for any costs or damages. The paid subscription fee will be refunded pro rata.
g. Notwithstanding anything else in this Agreement, the following obligations shall survive the termination of the Agreement:
h. If any part of these general terms and conditions is void or subject to nullification, that does not change the validity of the rest of these general terms and conditions or the agreement to which they apply. The void or annulled part shall be replaced by a provision that follows as closely as possible the content of the void provision.
9. Privacy
a. ICR respects the privacy of Licensee. ICR will process Licensee's personal data in accordance with the applicable privacy regulations and with the Privacy Statement that can be viewed on the ICR website. The privacy statement forms an integral part of this Agreement. Licensee agrees to this processing of his personal data.
b. ICR is not responsible or liable for the processing of personal data of third parties.
c. If this is necessary for the performance of the Agreement, Licensee will, upon request, inform ICR in writing about the manner in which Licensee performs its obligations under the legislation in the field of protection of personal data.
d. Licensee indemnifies ICR against claims from persons whose personal data are registered or processed in the context of a personal registration that is maintained by Licensee or for which Licensee is otherwise responsible under the law.
e. Licensee is fully responsible for the data processed by Licensee using an ICR Service. Licensee warrants to ICR that the content, use and/or processing of the data is not unlawful and does not infringe any rights of a third party. Licensee indemnifies ICR against any legal claim by a third party, on any grounds whatsoever, in connection with this data or the performance of the Agreement.
10. Data breaches or security incidents
a. ICR shall take all reasonable technical and organizational measures to protect the personal data processed under the Agreement. However, ICR cannot guarantee that data will be 100% secure.
b. In the event of a data breach or other security incident that results in accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data, ICR will inform Licensee as soon as possible after becoming aware of such an incident.
c. ICR shall provide Licensee with all necessary information about the breach, including (where applicable) the nature of the breach, the personal data affected, the likely consequences, and any measures taken to address the breach.
d. Licensee is responsible for notifying the relevant supervisory authorities and affected individuals, where required by law. ICR will assist Licensee in fulfilling this obligation to the extent reasonably possible.
e. Licensee agrees to maintain security measures to protect its own data and to immediately inform ICR of any suspected breach of Licensee’s account.
f. Licensee acknowledges that ICR is not responsible for any loss or damage resulting from unauthorized access to Licensee’s account due to failure on Licensee’s part to safeguard login credentials or use adequate security measures.
11. Applicable law and competent court
a. These general terms and conditions and all legal relations with ICR are subject to Dutch law.
b. In case of any disputes, the court in Amsterdam shall have exclusive jurisdiction.