Algemene Voorwaarden

Version: 1.0
Date: 24/04/2023

The exhibition TMS software (hereinafter “Software”) is offered to you via a web application as Software as a Service (SaaS) by the company Glimworm TMS BV (hereinafter “Glimworm”). The use of the Software is subject to the following conditions. By using and/or purchasing the Software, you agree with this.

 

Article 1. Ownership and usage rights

1. The Software is the intellectual property of Glimworm or its licensors.
2. Glimworm hereby grants you, for the duration of the agreement, a non-exclusive and non-transferable right to use the Software.
3. Data you store or process through the Software is and remains your property (or that of your suppliers). Glimworm has a limited right of use to use this data to execute the agreement and to enable use of the Software, including for future aspects thereof. You can revoke this right of use by removing the relevant information and/or terminating the agreement.
4. You will not have access to the source code of the Software.
5. Glimworm will not take cognizance of data that you store and/or distribute via the Software, unless this is necessary for a good service or if Glimworm is obliged to do so by virtue of a statutory provision or court order command. In that case, Glimworm will endeavor to limit the knowledge of the data as much as possible, for as far as it is within its power.

 

Article 2. Use of the Software

1. To use the Software, you must first register. After your registration is complete and your environment is you can log in to your account in your own environment and use the Software.
2. It is prohibited to use the Software for actions that violate Dutch or other applicable laws regulations. This includes, but is not limited to, storing or distributing through the Software any information that is defamatory, defamatory or racist.
3. In particular, it is prohibited to use the Software in such a way that nuisance or nuisance to other users arises. This includes using your own scripts or programs for uploading or downloading large files amounts of data, or making excessive calls to the Software.
4. If Glimworm establishes that you violate the above conditions, or receives a complaint about this, it will inform you warn. If this does not lead to an acceptable solution, Glimworm may itself intervene to remedy the violation to end. In urgent or serious cases, Glimwormcan intervene without warning.
5. If, in the opinion of Glimworm, nuisance, damage or any other danger arises for the functioning of the Software or third parties and/or of the service via the internet, Glimworm is entitled to take all measures it deems necessary reasonably considers it necessary to avert or prevent this danger.
6. You must protect access to your account from unauthorized persons by means of the username and password. In the in particular, you must keep the password strictly confidential. Glimworm will assume that everything that happens from your account after logging in with your username and password and optional two-factor authentication (2FA), under your management and supervision. You are therefore liable for all these actions.
7. Glimworm can recover from you the damage resulting from violations of these rules of conduct. You indemnify Glimworm from all third party claims relating to damage resulting from a breach of these usage rules.
8. Glimworm provides additional consultancy and implementation services for a fee. These services can be given on location or online by Glimworm. These services are not a fixed part of the Software and must be purchased separately. The costs of these services are quoted separately on request and will be charged separately after agreement.

 

Article 3. Privacy and Security

1. You process personal data with the Software. Glimworm acts as a processor within the meaning of the GDPR; you are the controller. The controller is liable towards third parties for the damage or disadvantage resulting from non-compliance with the privacy legislation obligations.
2. Glimworm ensures an appropriate level of security in view of the risks associated with the processing and the nature of the information protect data entail. However, this only if and insofar as it is within the infrastructure of Glimworm are located.
3. Glimworm uses TLS certificates for the secure transfer of data and communication.
4. A processing agreement that includes additional guarantees with regard to processing and security of personal data is an integral part of the agreements between you and Glimworm. 

 

Article 4. Continuity

1. Glimworm will inform you immediately if its financial position deteriorates to such an extent that the business continuity of Glimworm or the continuity of the implementation of the Software is threatened. In that case, the parties will as soon as possible in good faith assess the consequences for the implementation of the Software and
   discuss possible solutions to ensure business continuity and continuity of service. Glimworm has taken legal and practical measures to ensure its continuity.

 

Article 5. Availability and maintenance

1. For anything regarding availability and maintenance, reference is made to the relevnat Service Level Agreements.

 

Article 6. Payment

1. The use of the Software is subject to a monthly, quarterly or annual fee. This fee is always due in advance to be paid, unless otherwise agreed. The costs associated with the use of the Software are stated on the glimworm.co website.
2. If you have purchased consultancy and/or implementation services, invoicing will take place at the then applicable hourly rate rate with a minimum of 4 hours.
3. Planned work for consultancy and/or implementation services can be cancelled for free up to 10 working days before the start. In case of cancellation or change made between 10 and 5 working days before the start of the planned work takes place, 50% of the costs are due. With any later cancellation or change Glimworm is entitled to charge 100% of the costs of the canceled or changed service(s).
4. Glimworm will send an invoice for all amounts due, and is entitled to invoice electronically. Payment can be made by direct debit or by transferring the amount to the bank account of Glimworm.
5. The payment term for invoices is 14 days from the date of the invoice, unless a longer payment term is indicated on the invoice. If you do not pay on time, you will be legally in default from 14 days after the date of the invoice without this notice of default is required for this. If an amount due is not paid within the payment term, it is over outstanding invoice amount owes the statutory interest.
6. Glimworm may change its subscriptions and services in the future for which a different price applies. If Glimworm changes its prices, then this will be communicated at least 1 month in advance. If you do not agree with the change, you can cancel the agreement. If you continue to use Glimworm after that 1 month, you indicate that you agree
   are with the change. Glimworm can adjust the prices every year on the basis of the inflation adjustment. This, too, will be Accommodation Rental at a minimum
   notify you 1 month in advance. In that case you can also cancel the agreement.
7. Glimworm is always entitled to demand that you provide sufficient security in order to meet your payment obligations fulfill.
8. If you do not pay the bills for the use of the Software, Glimworm has the right to use the Stop software, as well as other services that you purchase from Glimworm and/or its affiliates set or limit.

 

Article 7. Liability

1. Except in the case of intent or gross negligence, the liability of Glimworm is limited to the amount that you have paid for the three months prior to the moment of the harmful event. If Glimworm is insured for the damage, our liability is limited to the amount that our insurer pays out.
2. Glimworm is expressly not liable for indirect damage, consequential damage, lost profit, missed savings and damage due to business interruption.
3. A condition for the existence of any right to compensation is that you report the damage no later than 30 days after discovery in writing to Glimworm.
4. You indemnify Glimworm against all claims from third parties and fully compensate Glimworm for this, except for claims from third parties that are the result of negligence on the part of Glimworm.
5. In the event of force majeure, Glimworm is never obliged to pay compensation for the damage you have suffered as a result. Force majeure includes failures of the internet, the telecommunications infrastructure, a (d)dos attack, power cuts, civil commotion, mobilization, war, transport disruption, strike, lockout, business disruptions, stagnation in supply, fire and flood.

 

Article 8. Duration and cancellation

1. These terms and conditions take effect as soon as you use the service for the first time and then continue during the contract period as stipulated in the agreement. If no specific contract period has been established, the standard applies contract period of 1 (one) month.
2. After this period, the agreement will be tacitly extended for the same period. You can always get to the end of the term referred to in paragraph 1 with a notice period of 1 (one) month. This cancellation option also applies to Glimworm.
3. It is possible to deviate from the period referred to in the previous paragraph. The agreement may contain a different notice period agreed. The notice period as stated in the agreement is leading.

 

Article 9. Changes to conditions

1. Glimworm may change these terms and conditions at any time. This does not apply to the rates, for the change of rates, reference is made to article 6 paragraph 6.
2. Glimworm will announce the changes or additions at least thirty days before they come into force via the Glimworm newsletter by e-mail, so that you can take note of it.
3. If you do not wish to accept a change or addition, you can cancel the agreement until the date of entry into force to cancel. Use of the Software after the Effective Date constitutes acceptance of the modified or supplemented conditions.

 

Article 10. Other provisions

1. Dutch law applies to this agreement. Disputes will be submitted to the Court of Haarlem.
2. The version of any communication or information as stored by Glimworm is deemed to be correct unless you provide evidence to the contrary.
3. You agree to receive communication by e-mail via the e-mail address you have registered with Glimworm.
4. Glimworm is entitled to transfer its rights and obligations under the agreement to a third party who is responsible for the acquires software or the relevant business activity from it.
5. If a provision in these terms and conditions proves to be null and void, this will not affect the validity of the entire general terms and conditions. In this case, the parties will determine (a) new provision(s) as a replacement, with which as much as is legally possible the intent of the original provision is given shape.