General conditions

Definitions

• These general terms and conditions apply to all quotations, orders, and/or agreements between DYZLE and Customers, relating to the sale and delivery of products and/or the performance of services and their execution. Any deviations from or amendments to these terms and conditions must be confirmed in writing by DYZLE and apply only to the quotation/order/agreement in question.
• DYZLE includes DYZLE Operations BV and DYZLE Services BV
• Purchaser means any (legal) person who has or will place an order with DYZLE for the delivery of goods or the performance of services, including its employees, representatives, agents, successors and heirs.
• Platform or PAAS (platform as a service) refers to the ASP/SAAS platform where DYZLE customers can log in to consult their registered information.
• Any general terms and conditions used by the Purchaser are expressly rejected and are not binding on DYZLE unless DYZLE has agreed to them in writing.
• If any provision in these terms and conditions proves to be void or is annulled, this will not affect the validity and applicability of the remaining provisions, and the parties will agree on a further replacement provision that approximates the intention of the void or annulled provision as closely as possible.
• User means: the Purchaser or an employee employed by the Purchaser.
• Application Service Provider (ASP) and Software as a Service (SAAS) mean: DYZLE making and keeping software available to the Customer ‘remotely’ via the internet or another network, without providing the Customer with a physical medium containing the software in question.
• Computer Service means: the automatic processing of data using software and equipment managed by DYZLE.

Quotes and Price Estimates

• All offers from DYZLE are without obligation and are valid for thirty days, unless stated otherwise.
• All prices stated by DYZLE are exclusive of VAT and shipping costs.
• All images, drawings, data regarding weights, dimensions, colours, etc. given in price lists, circulars and quotations are approximate.

Agreements and changes

• DYZLE is bound only by written agreements. Only the Purchaser may invoke rights against DYZLE arising from or related to the agreement concluded with DYZLE. DYZLE is entitled to transfer the rights and obligations arising from the agreement, in whole or in part, (and possibly to its affiliated companies).
• Any changes in the execution of an order requested by the Purchaser after it has been placed must be communicated to DYZLE in writing and in a timely manner.
• Any changes to an order placed by the Customer, of any nature whatsoever, that result in higher costs than anticipated in the original quote provided by DYZLE will be borne by the Customer. If such changes result in a reduction in costs, the Customer cannot derive any rights from this regarding a reduction in the purchase price. However, DYZLE may, at its sole discretion, decide that these changes result in the payment of a lower purchase price.
• Agreements relating to the provision of services by DYZLE have an initial term of five years after connection of the related equipment, unless otherwise agreed.
• Unless the agreement is terminated in writing or by email by either party three months before the end of the aforementioned or subsequent terms, it will be extended each time for a period of one year.

Delivery

Access to the Platform

• DYZLE will provide the Customer with the services agreed upon between the parties in the areas of Application Service Provider, Software as a Service, and/or Computer Service, as well as access to the Platform in accordance with the written specifications. After the agreement between the parties has been concluded, the Customer will be granted access to the Platform.
• DYZLE is entitled at all times to change the content and scope of the agreed service regarding access to the Platform if it deems this desirable for technical or business reasons.
• DYZLE is entitled at all times to change the content, functionalities and size of the Platform if it deems this desirable for technical or business reasons.
• All DYZLE services are performed on the basis of a best efforts obligation, unless and insofar as DYZLE has expressly promised a result in the written agreement and the result in question has also been described with sufficient certainty.
• Unless otherwise agreed, the Customer is responsible for the use of the service and how the results of the service are used. The Customer is also responsible for the instruction of and use by users, regardless of whether these users have a relationship of authority with the Customer.
• The Customer must have suitable facilities to access the Platform, such as – but not limited to – adequate equipment and software.
• DYZLE will provide the Customer with the codes and settings necessary to access the Platform from the Customer’s (computer) system. The Customer is responsible for correctly entering these codes and settings into their (computer) system.
• DYZLE will make every effort to distribute the fixed and/or mobile telecommunications service agreed between the parties.
• DYZLE will make every effort to perform the services with care, where applicable in accordance with the agreements and procedures recorded in writing with the Purchaser.
• Any service level agreements are always made only in writing. The Customer will always inform DYZLE of all circumstances that may affect the service and its availability. If service level agreements are made, availability will be measured disregarding any previously announced downtime for maintenance, as well as circumstances beyond DYZLE’s control, and taking into account the service as a whole for the duration of the agreement. Unless proven otherwise, the availability and service level measured by DYZLE will be considered conclusive evidence.

DYZLE equipment

• Any directly observable damage or shortages must be reported by the Purchaser to the carrier immediately upon arrival of the goods on the consignment note accompanying the goods, or they must be reported immediately to DYZLE.
• Complaints about delivered goods must be reported to DYZLE in writing and with reasons within eight days of delivery. If the complaint could not reasonably have been discovered within this period, a period of eight days applies from the moment the reason for the complaint could reasonably have been discovered.
• Notwithstanding the foregoing, DYZLE will not accept any complaints submitted after three months of the equipment’s shipment. Failure to report complaints promptly will result in DYZLE’s liability lapsed, and the agreement will be deemed to have been properly executed.
• DYZLE reserves the right to replace or modify the supplied equipment at its own discretion for a period of 6 months after commissioning, without incurring any additional costs, without affecting the agreed terms and conditions.
• Any maintenance obligations of DYZLE may only arise from a maintenance agreement agreed in writing between the parties.
• The obligation to maintain within the agreed rates extends exclusively to the equipment included in the Customer’s current agreed-upon equipment list. The Customer, in consultation with DYZLE, shall ensure that the equipment list remains accurate. If DYZLE performs maintenance work on equipment not listed in the equipment list at the time of the work, DYZLE will perform this work based on a cost estimate at the usual rates.
• If a maintenance agreement has been concluded for the equipment, or if it has been expressly agreed in writing that maintenance is included in the equipment’s usage fee, the Customer will report any defects discovered in the equipment to DYZLE in detail, in accordance with DYZLE’s usual procedures. Upon receipt of the report, DYZLE will attempt to repair the defects to the best of its ability. The results will be made available to the Customer, depending on the urgency, in a manner and within a timeframe determined by DYZLE. DYZLE is entitled to implement temporary solutions, workarounds, or problem-avoiding restrictions in the software.
• DYZLE may charge its usual rates and repair costs in the event of operating errors, improper use, or other causes not attributable to DYZLE, or if the equipment has been modified by parties other than DYZLE. Recovery of corrupted or lost data is not covered by maintenance.
• Costs for modified and/or new versions of equipment required for the operation and/or maintenance of the system, as well as the work resulting from modified and/or new versions of that equipment, including making necessary changes to the system, shall be borne by the Purchaser, unless expressly agreed otherwise in writing.
• If the Purchaser has not entered into a maintenance agreement with DYZLE at the same time as entering into the agreement for the provision of the equipment, DYZLE cannot be obliged by the Purchaser to enter into a maintenance agreement at a later date.

Third-party equipment

• If and to the extent that DYZLE supplies or makes available (standard) third-party equipment to the Customer, the terms and conditions of those third parties will apply to that equipment, unless DYZLE informs the Customer otherwise in writing. The Customer accepts the aforementioned third-party terms and conditions. These terms and conditions are often included in the packaging of the relevant equipment. DYZLE will also send these terms and conditions to the Customer upon request.

Obligations of Customer

Delivery

Warranty

• DYZLE does not warrant that the software used by DYZLE in the context of Application Service Provider and/or Software as a Service will be error-free and function without interruption.
• DYZLE is not responsible for verifying the accuracy and completeness of the results of the service and the data generated using the service.
• DYZLE does not warrant that the Customer will have uninterrupted and unrestricted access to the Platform at all times.
• DYZLE does not guarantee the uninterrupted availability of fixed and mobile telecommunications networks.
• All services by DYZLE will be performed on the basis of an obligation to perform to the best of one’s ability, unless and to the extent that DYZLE has expressly promised a result in the written agreement and the result in question has also been described with sufficient definiteness.
• Unless otherwise agreed, the Customer is responsible for the use of the service and the manner in which the results of the service are deployed. The Customer is also responsible for instruction to and use by users, regardless of whether these users are in a relationship of authority to the Customer.
• It is a fact of physics that with electronic communication services such as mobile communication services, the ability to establish or maintain a connection and the quality of the connection is not the same or sufficient at every location and at all times. DYZLE will make every effort, insofar as it makes use of the services of third parties (telecom providers, cable companies, etc.), to minimize the likelihood of disruptions. However, the Customer acknowledges that goods or services provided by DYZLE may be adversely affected and may be (temporarily) unavailable due to physical factors, atmospheric conditions, adjustments or maintenance to networks of providers of electronic communication services, breakdowns in connections, problems with software or other causes.
• DYZLE makes every effort within reason to minimize the likelihood of disruptions and their consequences. DYZLE expressly does not guarantee the integrity of the telecom/cable connections or energy facilities used.
• If agreed in writing between the parties, the Customer may report a malfunction in writing to DYZLE in the manner determined by DYZLE. DYZLE will in that case make every effort to resolve the malfunction in accordance with what the parties have agreed in writing. If, in DYZLE’s opinion, the Customer’s cooperation is necessary or desirable for the investigation of a malfunction, the Customer will provide all cooperation deemed useful, necessary or desirable by DYZLE. DYZLE is entitled to charge costs if the malfunction is related to careless or injudicious use by the Customer or failure to comply with operating instructions.
• DYZLE is always entitled to disable access to the Platform in whole or in part.
• For a period of 3 (three) months after delivery, DYZLE will, to the best of its ability, repair any defects in materials and workmanship in the system, if reported to DYZLE in writing and in detail within that period. All replaced parts will become the property of DYZLE.
• The warranty obligation will lapse if the errors referred to in the previous paragraph are wholly or partially the result of incorrect, careless or inexpert use, and/or external causes such as, for example, fire or water damage and/or other causes not attributable to DYZLE.
• DYZLE, if there is a justified complaint, will ship the delivered product via regular mail after the defective product is returned to DYZLE. The maximum warranty on equipment is 1 year from the time of initial delivery. If a product has been replaced in this manner, the warranty period will not be extended.
• Any installation work is outside any warranty.
• The warranty will lapse if the Customer itself or third parties not authorized by DYZLE have performed work on the installation or equipment.
• If DYZLE is wrongly called upon to fulfill its warranty obligation, for example, in the event of a malfunction due to external factors such as dust formation, cable breakage or malfunctions which can be resolved by simple intervention by the Customer himself, for example, by a reset using the manual or platform support, work carried out by DYZLE will be charged to the Customer in accordance with the rate applicable at the time.
• Warranty will not be granted until the Customer has fulfilled all its obligations under agreement and related obligations.
• DYZLE will always exercise the utmost care in performing the agreement.

Liability

• DYZLE shall never be liable to the Customer in the event that the connection is taken out of service by a third party within or following an agreement between the Customer and a third party.
• The Customer acknowledges that the performance of telecommunications services may be adversely affected or may be temporarily or totally unavailable in connection with physical factors (buildings, tunnels, etc.) and due to atmospheric conditions, interconnection failures and problems with the software used by DYZLE and/or the Customer. DYZLE will never be liable to the Customer for any damage or costs on account of such circumstances.
• DYZLE will not be liable for any damages outside of the warranty provisions unless there is intent or gross negligence on the part of DYZLE.
• Deficiencies in any form in the services of third parties, such as providers of telecommunications services are never attributable to DYZLE.
• DYZLE will not be liable for consequential damages, including damages to third parties, intangible damages, trading losses and damages to equipment or products of the Customer or in any other form.
• Without prejudice to the provisions of the other paragraphs of this Article, DYZLE’s liability, for whatever reason, shall be limited to the invoice amount for the goods and/or services provided during the term of the initial agreement, regardless of any periodic renewal of the agreement.
• Without prejudice to the provisions of the other paragraphs of this article, liability will at all times be limited to a maximum of the amount of the payment to be made by DYZLE’s insurer in the relevant case, insofar as DYZLE is insured for this.
• If, as a result of the same circumstance or event, more than one claim arises or the total of several claims exceeds the insured amount, the claims will be awarded and paid in proportion to their size.
• Even in the event that DYZLE is unable to provide the agreed equipment and/or services, DYZLE will not be held liable, except where non-delivery of the relevant equipment and/or services is the result of a serious attributable failure attributable to DYZLE which was within the spheres of influence of DYZLE. The availability of the Internet depends on the Internet itself, DYZLE’s service provider and DYZLE’s telecommunications provider. Therefore, the availability of the online services in appropriate cases lies outside the sphere of influence and responsibility of DYZLE, so DYZLE will not accept any liability in this regard.
• DYZLE shall never be liable to the Customer if the Customer purchases telecom services (including the use of SIM cards owned by the Customer) from a third party outside any contractual relationship with DYZLE.
• DYZLE is dependent on its providers for the maintenance as well as the accessibility of the Platform. DYZLE will use its best efforts to remedy any disruptions in access to the Platform and/or the use of the Platform as soon as possible, but cannot – although DYZLE strives to do so – reasonably guarantee uninterrupted availability of the Platform, correct and undamaged data transmission, the full reliability and unbreakability of the Platform and/or the service.
• DYZLE is at all times entitled to take the Platform out of operation temporarily for the purpose of eliminating a malfunction or carrying out maintenance work on or adjusting the Platform. Insofar as this is possible, DYZLE will state the (maintenance) work to be carried out in a timely manner.
• All claims against DYZLE shall expire one year after they become due and payable.

Cancellations

If the Customer indicates that agreed orders and/or delivery thereof do not need to be carried out, this only after written notice (including by e-mail), DYZLE will charge the total order value, including first-year services and registration costs, but excluding installation costs.

Payments

• Payments are made in advance by direct debit or, in exceptional cases, within 14 days after the invoice date.
• The Purchaser will authorize DYZLE, by agreement or upon first request, to automatically collect the amount owed from the bank or giro account specified by the Purchaser for this purpose, unless otherwise agreed. The Purchaser guarantees that there are sufficient funds in this account.
• If the Customer fails to meet its payment obligations, DYZLE is entitled to suspend performance of the agreement. DYZLE will continue to provide its services for one month after the invoice due date. After that, DYZLE may discontinue the service without prior notice. DYZLE is not liable for any resulting damages. The Customer remains obligated to pay the outstanding (instalment) amounts until the end of the agreement term.
• If DYZLE does not receive payment on time, the Buyer will be in default without further notice. The Buyer is obligated to reimburse all extrajudicial collection costs, including administrative, storage, and legal assistance costs. Statutory commercial interest pursuant to Articles 6:119a in conjunction with 6:120 of the Dutch Civil Code will also be charged on the amount thus owed.
• Costs for services are invoiced and paid quarterly in advance, unless otherwise agreed.

Confidentiality obligation

• DYZLE will maintain the confidentiality of all confidential information provided by the Customer under the agreement. Insights and procedures obtained using the Customer’s confidential information and data are not covered by this confidentiality obligation, unless such confidential information and data can be directly or indirectly traced back to the Customer.
• The Client acknowledges that the software, websites, data files, equipment, and other materials provided may contain confidential information and/or trade secrets of DYZLE or its licensors. The Client agrees to keep this software, data files, equipment, and materials confidential, not to disclose or allow third parties to use them, and to use them only for the purpose for which they were made available. Third parties also include all persons employed by the Client’s organization who do not necessarily need to use the software, websites, data files, equipment, and/or other materials.

Retention of title

• DYZLE shall retain ownership of all goods delivered by it to the Purchaser under any agreement until all its claims relating to the delivery of goods and the Purchaser’s related obligations for services have been fully met. If DYZLE performs work to be paid for by the Purchaser under this agreement, the retention of title shall also apply to any claims arising from this. The retention of title shall also apply to any claims that DYZLE may acquire against the Purchaser due to attributable failure to perform the relevant agreements. As long as ownership of the delivered goods has not been transferred to the Purchaser, the Purchaser may not process the goods, remove them from its actual control, alienate or pledge them, or grant any right to them to any third party.
• The Purchaser hereby authorizes DYZLE to access and/or make available the premises and/or vehicles in which the goods subject to DYZLE’s retention of title are located and to take possession of these goods. DYZLE is entitled to do so if the Purchaser fails to fulfill its payment obligation to DYZLE or if DYZLE has good reason to fear that the Purchaser will fail to fulfill this obligation. The costs associated with retrieval shall be borne by the Purchaser.
• The purchaser is obliged to insure all goods to which DYZLE’s retention of title applies, at its own expense, with due diligence.

Intellectual Property

• If the Buyer is contacted by a third party regarding an alleged infringement of service rights relating to products or services supplied by DYZLE, the Buyer will immediately inform DYZLE thereof. If an order is to be executed based on a design or other instruction provided by or on behalf of the Buyer, the Buyer warrants that this does not infringe any intellectual property rights or other rights of third parties.
• The intellectual property of all goods, services or software delivered or made available by or on behalf of DYZLE under the agreement remains with DYZLE or the person from whom DYZLE derives the relevant rights.
• DYZLE has the right to use the measured and recorded data, information, and information anonymously for analyses, statistics, and publications.
• The Customer is responsible for accepting the subscription terms and conditions associated with the use of services or goods provided by DYZLE. The Customer is not permitted to remove or alter any notice regarding copyrights, trademarks, trade names, or other intellectual property rights from or on goods, nor to remove any notice regarding the confidential nature and confidentiality of information and data if these are located on or in goods owned by DYZLE. The Customer is not permitted to remove or circumvent security measures on goods.

Applicable law and disputes

• These Terms and Conditions, any agreement and all disputes arising out of or in connection with these Terms and Conditions or any agreement, their formation or performance, or anything related thereto, shall be governed by Dutch law.
• The court in the district of Zwolle/Lelystad has jurisdiction, to the exclusion of other courts, to hear disputes that may arise from (the performance of) any agreement between DYZLE and the Purchaser, as well as disputes regarding these Terms and Conditions, including for the purpose of obtaining interim relief, unless DYZLE prefers to submit the dispute to another competent court.