Data processing agreement
The undersigned:
1. The private company with limited liability: “SkillReflect B.V.”, with registered offices in (5653PM) Eindhoven at Duinbeek 20, registered in the Commercial Register of the Chamber of Commerce with number 84080825, hereinafter referred to as “SkillReflect”.
2. The legal entity which has accepted the quotation, hereinafter referred to as “the User”,
hereinafter jointly also referred to as: “Parties”;
Whereas:
- SkillReflect has developed 1) software which enables the User to record, upload and stream video and audio recordings, and 2) an online application which enables the User to record, upload, stream, analyse, present, and share skill recordings;
- the User is an individual or company, which wishes to make use of the services of SkillReflect to record, upload, stream and analyse skill recordings for the benefit of his or her skill development;
- the Parties wish to lay down the agreements on the use of the services of SkillReflect by the User in this agreement, hereinafter to be referred to as “the Agreement”.
Declare to have agreed the following, and to act accordingly:
Artikel 1 Duration
1. The duration of the Agreement is set out in the quotation accepted by the User. The date on which the User accepts the quotation will be the effective date of the Agreement.
2. The Agreement will be renewed automatically after the end of the duration of the Agreement by a period of one year unless one of the Parties terminates the Agreement one month before the end of this duration, which termination will take effect at the end of the effective period of the Agreement. The User will terminate the Agreement in writing (by post or email).
3. The Agreement cannot be terminated during the period set out in the quotation accepted by the User, unless determined otherwise in the Agreement.
Artikel 2 The Service
1. “The Service” consists of the services and features that must be provided by SkillReflect as set out in Annex 1.
2. The accepted quotation lists the services which is/are part of the license.
Artikel 3 Fee
1. The User will owe a fee for the Service as set out in the quotation accepted by the User.
2. The amounts do not include turnover tax and will be due annually, unless stated otherwise in the quotation.
3. SkillReflect has the right to invoice the entire fee to the User at the start of the Agreement. Invoices of SkillReflect must be paid within fourteen (14) days.
4. If the User fails to meet his or her payment obligation on time, he or she will be in default by operation of law.
5. SkillReflect has the right to suspend its services if the User is in default, including but not limited to refusing access to the application and other services.
Artikel 4 Termination
1. Either Party has the right to fully or partially terminate the Usage Agreement with immediate effect without this resulting in any obligation to provide compensation for any damage suffered by the other Party if one of the following circumstances occurs:
a. a request is filed for the bankruptcy of the other Party;
b. the other Party is declared bankrupt; or
c. the other Party is granted (temporary) suspension of payments.
2. SkillReflect has the right to terminate the Agreement if the User is in default without being required to pay any form of compensation.
3. SkillReflect also has the right to dissolve the Agreement if the User violates the Usage Agreement or the privacy policy, or otherwise violates the terms of use of the Service.
4. The Agreement will in all other circumstances be terminated if both Parties agree to terminate the Agreement in writing.
5. The User undertakes to stop using the Service if the Agreement is terminated for any reason.
Artikel 5 IP Rights
1. The Service developed by SkillReflect, including the software, will remain the property of SkillReflect. This Agreement will only grant the User a non-exclusive right of use.
2. The User may not make any changes to the software underlying the Service.
Artikel 6 Liability
1. SkillReflect is not liable for claims of the Client on whatever grounds, except in case of intent or deliberate recklessness attributable to SkillReflect.
2. Indirect damage is never eligible for compensation. Indirect damage includes but is not limited to losses due to delays, consequential damage, lost profit, loss of income, lost savings, and damage as a result of business interruptions.
3. Without prejudice to the provisions in paragraph 1 and 2 above, each liability of SkillReflect will be limited to the amount paid based on its professional/corporate liability insurance for the specific event, plus the amount of the co-payment not borne by the insurance companies according to the policy conditions. Information about the (coverage provided by the) professional/corporate liability insurance(s) taken out by SkillReflect will be provided on request.
4. If, for whatever reason, the insurance company referred to in paragraph 3 refuses to offer compensation, any liability of SkillReflect will be limited to the amounts paid by the Client to SkillReflect during the relevant calendar year for the work provided for its benefit, which liability amount will be limited to a maximum of € 10,000.
5. In case of force majeure, which at least includes disruptions to or the unavailability of the Internet or telecommunications infrastructure, power outages, domestic unrest, mobilisation, war, transport obstructions, strikes, lock-out, company disruptions, delivery stagnations, fire, floods, import and export restrictions, as well as when SkillReflect is prevented from providing the Service due to its own vendors based on which fulfilment of the Agreement cannot reasonably be demanded from SkillReflect, the implementation of the Agreement will be suspended or terminated if the situation of force majeure has lasted more than ninety days, everything without any obligation to pay any form of compensation.
Artikel 7 Final provisions
1. This Agreement is governed by the laws of the Netherlands.
2. To the extent not otherwise required by mandatory law, all disputes which may arise in relation to this Agreement will be brought before the competent District Court of Gelderland in Arnhem.
