General terms and conditions

We, Polpo B.V., provide the Polpo software (the Software) via Software-as-a-Service (SaaS). This means we offer you access to our Software through the internet. These are the general terms and conditions applicable to the use of our Software.

Should you have any questions about these terms and conditions or the Software, feel free to contact us via email at info@polpo.nl or by post at Polpo B.V., Herengracht 449A, 1017 BR Amsterdam.

We reserve the right to amend these terms and conditions. You agree that the most recent version of these terms and conditions will always apply. Deviating agreements are only valid if expressly confirmed by us in writing.

Article 1 – General

1. These terms and conditions apply to every offer and agreement we enter out with you.
2. We will provide you with a copy of these terms and conditions upon request, free of charge. They are also available at https://polpo.nl.
3. If any part of these terms and conditions is void or voidable, the validity of the remaining terms and conditions or the agreement to which they apply remains unaffected. The void or nullified provision will be replaced with a provision that closely approximates its intent.

Article 2 – Offers and Proposals

1. All our offers and proposals are non-binding unless otherwise agreed. An offer in a proposal only applies to the specific assignment outlined and not to any future orders.
2. We assume the information you provide to us is accurate and will base our proposal on this information.

Article 3 – Price

1. Prices exclude any incidental costs and VAT.
2. We reserve the right to adjust our prices and rates at any time. Price changes will take effect 30 days after being announced.
3. If you disagree with a price change, you may terminate the agreement within 14 days. The agreement will end on the effective date of the price change.

Article 4 – Payment and Collection Costs

1. We will send you a monthly invoice, which must be paid within 30 days of the invoice date.
2. If you fail to meet your payment obligations on time, you will automatically be in default. In that case, you will owe statutory (commercial) interest on the outstanding amount, calculated from the moment of default until full payment is made.
3. In case of default, you are liable for all extrajudicial collection costs. For amounts up to €267, these costs are €40. For higher amounts, the maximum collection costs are:
   – 15% over the first €2,500;
   – 10% over the subsequent amount up to €5,000;
   – 5% over the subsequent amount up to €10,000;
   – 1% over the subsequent amount up to €200,000;
   – 0.5% over any remaining amount.

Article 5 – Duration and Termination

1. The agreement is automatically renewed for the original period unless terminated in writing by the client or supplier. For annual billing, the subscription can be terminated annually, at least one month before the start of the new subscription year.
2. For monthly billing, the subscription can be terminated monthly, with a notice period of one full calendar month.

Article 6 – Use of Polpo

1. We will provide you with a personal account and password to access the Software. The personal account is for your use only, and you may not grant access to others.
2. You must keep your account details and password strictly confidential.You are responsible for all actions taken using your login credentials unless you have notified us that someone else has obtained access to your account.
3. You are responsible for the technical operation and maintenance of your internet connection, internal network, and IT systems necessary to meet our system requirements for using the Software.
4. We reserve the right to block a personal account if we reasonably suspect it is being used in violation of the law or this agreement.

Article 7 – Availability and Maintenance of Polpo

1. We will endeavour to ensure the Software is available 24/7 during the contract term. We are responsible for the operation and maintenance of the Software.
2. The Software may be temporarily unavailable due to maintenance. Maintenance will generally be performed outside office hours (09:00 – 17:00). For downtimes exceeding one hour, we will notify you in advance unless an emergency arises.
3. We reserve the right to modify, remove, or add features or functionalities to the Software.
4. We do not guarantee the Software is error-free. Please notify us immediately of any issues via info@polpo.nl, and we will work to resolve them promptly.

Article 8 – Third Parties

We may engage third parties for the execution of the SaaS agreement if deemed necessary. Articles 7:404, 7:407(2), and 7:409 of the Dutch Civil Code do not apply.

Article 9 – Force Majeure

We are not liable if we cannot fulfil the agreement due to force majeure, nor are you. If the force majeure lasts longer than two months, the agreement can be terminated in writing without either party being entitled to compensation. We will invoice you for the period the Software was used but not yet paid for.

Article 10 – Liability

Polpo B.V. is not liable if external sources become unavailable or if a supplier blocks us from retrieving information.

Article 11 – Intellectual Property Rights

1. We (or our licensors or suppliers) retain exclusive ownership of all existing and future intellectual property rights related to the Software.
2. You only receive the right to use the Software and cannot claim ownership of any intellectual property rights. The usage right is non-exclusive and cannot be transferred or sublicensed.

Article 12 – Confidentiality

We are obligated to maintain the confidentiality of all your confidential information. Confidential information includes:
a. Information relating to research and development, trade secrets, or business information;
b. Personal data as defined by the General Data Protection Regulation (GDPR).

Article 13 – Liability

1. You indemnify us against claims from third parties related to data stored, collected, or processed using the Software.
2. We are not liable for damages resulting from improper use of the Software.
3. We are only liable for direct damage directly caused by our shortcomings.
4. Our liability is capped at €10,000 or the amount paid out by our insurer.
5. We will carefully store your data but are not liable for data loss or corruption.
6. These liability limitations do not apply in cases of intent or gross negligence on our part.

Article 14 – Governing Law

Dutch law applies.

Article 15 – Competent Court

The Amsterdam District Court has jurisdiction.