PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY. IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS AGREEMENT CONTAINS A DISPUTE RESOLUTION CLAUSE. BY CLICKING ON THE "ACCEPT" BUTTON AND BY CONTINUING TO ACCESS THIS WEBSITE AND THE SERVICES, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT YOU MUST LEAVE THE WEBSITE.
Please note that by clicking the "I accept" button and by accessing the Services you warrant (garandeert) that you are an authorized representative of the Company and that you have full legal authority to represent and legally bind the Company.
The following capitalized terms used in this Agreement shall have the meanings set out below:
"Authorised Purpose" means the purpose for which you are granted a right to use the DLL Site and the Services, which is to enable you to access and use Your Content on the DLL Site within the context and for the purpose of your own business.
"DLL Site" means eurportal.dllgroup.com and any successor or related site designated by us within the context of the provision of the Services.
"Content" means data, text, audio, video, or images related to your contractual relationship with DLL.
"End User" means all users (persons or entities) of the Services that access the DLL Site through your account.
"Services" means the provision of view only access to Your Content through the DLL Site.
"Suggestions" means all suggested improvements to, comments or other feedback about the Services and the DLL Site that you provide to us.
"Your Content" means Content that DLL makes available through the DLL Site, including information related to your contractual relationship with DLL.
2. Use of the DLL Site and the Services
2.1 Generally. You may access and use the DLL Site and the Services in accordance with this Agreement only. You will adhere to all DLL policies, rules, and regulations applicable to your use of the DLL Site and the Services.
2.2 Your Account. To access the DLL Site and the Services, you must create an account associated with a valid e-mail address. You may only create one account per email address. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and, except to the extent caused by our breach of this Agreement, we and our affiliates are not responsible for unauthorized access to your account or related information. You will contact us immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen. You may terminate your account and this Agreement at any time in accordance with Section 6.
2.3 Additional Support to You. We only provide general support for the Services. If you need or desire additional support, please contact us at email@example.com.
3.1 To the DLL Site or the Services. We may change, discontinue, or deprecate any elements of the DLL Site or the Services, or change or remove features or functionality of the DLL Site or the Services from time to time at any time. We also reserve the right to suspend the availability of the DLL Site or the Services from time to time for the purpose of maintenance and operation. We will try to notify you in advance of any material planned suspensions, material changes to or discontinuation of the DLL Site or the Services.
3.2 Added functionality. We may extend, enhance or otherwise add functionality to the DLL Site or the Services at our sole discretion. If any such extensions, enhancements or added functionality is made available to you, the terms and conditions of this Agreement will govern your use and access to such extensions, enhancements or added functionality.
4. Security and Data Protection
4.1 DLL Security. Without limiting Section 11 or your obligations under Section 5, we will implement reasonable and appropriate measures designed to help protect Your Content against accidental or unlawful loss, access or disclosure.
4.4 Service Attributes. To provide billing and administration services, we may process some or all of Your Content outside of Europe, including the United States. To provide you with support services initiated by you and to investigate fraud, abuse or violations of this Agreement, we may process Your Content where we maintain our support and investigation personnel, which may be outside of Europe.
5. Your Responsibilities
5.1 Your Content. You are solely responsible for ensuring that only End Users who are permitted to have access to the DLL Site, the Services and Your Content have such access. For example, you are solely responsible for maintaining appropriate security, protection and access restriction measures to protect Your Content.
5.2 Internal Use Only. You agree that the DLL Site and the Services are for your internal use only, and you shall not sell, transfer or sublicense them to any other entity or person with the exception of any third party auditors or accountants hired and retained by you.
5.3 End User Violations. Any acts or omissions by the End Users will be deemed to be your acts or omissions, and you will be deemed to have permitted or facilitated any such acts or omissions.
5.4 Compliance. You shall at all times comply, and shall ensure that End Users at all times comply, with the terms and conditions of this Agreement and the DLL policies.
6. Fees and Payment
6.1. Service Fees. We do not, at this time, bill for the Services as long as you are an active customer of DLL. We reserve the right to charge for such Services in the future and we reserve the right to bill for any special requests or demands that are not generally provided as part of the Services.
6.2 Taxes. If we charge you, all fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
7. Term; Termination
7.1. Term. The term of this Agreement will commence on the date of first use of the DLL Site or the Services by you, and will remain in effect until terminated by you or us in accordance with Section 7.2.
(a) Termination for Convenience. We may terminate (opzeggen) this Agreement for any reason by providing you 10 days advance notice. You may terminate (opzeggen) this Agreement for any reason by providing us 10 days advance notice.
(b) Termination for Cause. We may immediately terminate (opzeggen) this Agreement if you or any End User are/is in breach of any obligation under this Agreement.
7.3 Effect of Termination.
(a) Generally. Upon any termination of this Agreement:
(i) the License shall terminate on the effective date of termination;
(ii) all your rights under this Agreement shall terminate on the effective date of termination; and
(iii) you remain responsible for all fees and charges you have incurred up to the effective date of termination, including fees and charges for in-process tasks completed after the date of termination.
(b) Survival. Any terms and conditions of this Agreement that by their nature should survive termination shall survive termination.
8.1 License. Subject to the restrictions set out in this Section 8, we hereby grant you a limited, non-exclusive, non-transferable, non-assignable right to use the DLL Site and the Services for the Authorised Purpose (the "License"). The License does not give you the right to grant sub-licenses.
8.2 License Restrictions. You may not use the DLL Site or the Services in any manner or for any purpose other than the Authorised Purpose. The License is conditional on your and your End Users’ continued and full compliance with this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. In addition, access to the DLL Site and use of the Services shall under no circumstance be permitted if such access or use:
(a) violates applicable laws or regulations;
(b) violates this Agreement or the DLL Policies;
(c) is intended for unlawful purposes or for (the promotion of) illegal activities;
(d) could be detrimental to our reputation;
(e) is intended to probe, scan or test the vulnerability of any systems or networks, or to breach or circumvent any security or authentication measures; or
(f) is intended to decompile, decrypt, dissemble, modify copy, reformat, create derivative works of, or reverse engineer the DLL Site, the Content or the Services, or the credentials necessary to access these, except as expressly permitted pursuant to this Agreement.
9. Ownership and Suggestions
9.1 Ownership. All right, title, and interest in and to the DLL Site and the Services are and will remain the exclusive property of us or our licensor(s). You may not delete or alter any disclaimers, warnings, copyright or other proprietary notices accompanying the DLL Site or the Services.
9.2 Use of our IP. Nothing in this Agreement gives you or your End Users the right to use our name or any of our trademarks, logo’s, domain names or other distinctive brand features or intellectual property rights, unless explicitly agreed to by us in writing.
9.3 Suggestions. If you provide any Suggestions to us or our affiliates, we will own all right, title, and interest in and to the Suggestions, even if you have designated the Suggestions as confidential. We and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the Suggestions.
10.1 General. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, subcontractors, agents and representatives, from and against any claims, demands, suits, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees), including but not limited for any product liability claims, even if such claim alleges that we were negligent regarding the design or manufacture of the DLL Site or the Services, arising out of or relating to any third party claim concerning: (a) your use of the DLL Site or the Services (including any activities by End Users); or (b) breach of this Agreement or violation of applicable law by or through you or your End Users.
10.2 Process. We will promptly notify you of any claim subject to Section 10.1, but our failure to promptly notify you will only affect your obligations under Section 10.1 to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defence and settlement of the claim at any time.
The DLL Site and the Services are provided to you and your End Users on an "as is" and "as available" basis, without warranty of any kind, express or implied, including but not limited to, fitness for a particular purpose, availability, security, title, or non-infringement. Particularly, we do not warrant that the DLL Site and the Services will be free of bugs, errors, inaccuracies, harmful components, or interruptions, or that Your Content will be secure, accurate, complete, compliant to any specifications, reliable or otherwise valid.
12. Exclusions and Limitations of Liability
12.1 Exclusion of Liability. We, our affiliates , our affiliates, personnel, subcontractors and agents will not be liable, whether for negligence, breach of contract, tort, misrepresentation or otherwise, for any indirect, incidental, special, consequential or exemplary damages (including damages for loss of profits, goodwill, use, or data), even if a party has been advised of the possibility of such damages. Further, neither we nor any of our affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with: (a) your inability to use the DLL Site or the Services, including as a result of any (i) termination or suspension of this Agreement or your use of or access to the DLL Site or the Services, (ii) our discontinuation of the DLL Site or any or all of the Services, or, (iii) without limiting any unanticipated or unscheduled downtime of the DLL Site or all or a portion of the Services for any reason, including as a result of power outages, system failures or other interruptions; and (b) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of Your Content or other data.
12.2 Exception. We, our affiliates, personnel, subcontractors and agents shall only be liable for direct losses and damages that result from intent (opzet) or wilful misconduct (grove schuld) by us or our management (leidinggevenden).
13. Modifications to the Agreement
We may modify, supplement or replace this Agreement at any time by posting a revised or new version on the DLL Site or by otherwise notifying you in accordance with Section 14.4. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to access the DLL Site and use the Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the DLL Site regularly for modifications to this Agreement. You will only see the "I Accept" button on your first visit to the DLL Site.
14.1 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control as per Article 6:75 of the Dutch Civil Code, including acts of God, labour disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
14.2 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.
14.3 No third party beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement. To the extent that any third party stipulations (derdenbeding) would be contained in this Agreement, Article 6:254 of the Dutch Civil Code (Burgerlijk Wetboek) is excluded.
(a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the DLL Site; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the DLL Site will be effective upon posting and notices we provide by email will be effective one business day after they are sent. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
(b) To Us. To give us notice under this Agreement, you must contact DLL by email transmission to us at firstname.lastname@example.org. We may update the email address by posting a notice on the DLL Site. Notices provided by email will be effective one business day after they are sent.
(c) Language. All communications and notices to be made or given pursuant to this Agreement must be in the English language.
14.5 Assignment. You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 14.5 will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
14.6 No Waivers. A failure by a party to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit the right of such party to enforce such provision at a later time. All waivers must be in writing to be effective.
14.7 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
14.8 Governing Law; Venue. The law of the Netherlands, without reference to its conflict of law rules, shall exclusively govern this Agreement and any dispute of any sort that might arise between you and us. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
14.9 Disputes. Any dispute or claim relating in any way to this Agreement, or your use of the DLL Site or the Services, will be resolved by binding arbitration, rather than in court, before the NAI (Netherlands Arbitrational Institute) in Amsterdam. There is no judge or jury in arbitration, and court review of an arbitration award is limited. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to us at De Lage Landen International B.V., Vestdijk 51, 5611 CA Eindhoven, The Netherlands Attention: Corporate Legal. Neither party will seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.
14.10 Entire Agreement. This Agreement sets forth the entire Agreement and understanding between us and you with respect to the subject matter hereof. This Agreement sets forth the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement.