Sense Cloud B.V., established in Emmen and registered in the Chamber of Commerce under file number 70010617, hierna “Sense Cloud”, biedt u de software “Clickker”. This software is offered to you via the internet based on Software-as-a-Service
By using Clickker the general terms below apply. By using Clickker you agree with this. By using Clickker you Deviations from these conditions are only binding if accepted in writing by Sense Cloud.
The definitions in the general terms terms written in capitals have the following meaning, unless elsewhere in de general terms another meaning is applied.
1.1. Buyer: the legal entity that purchases the software for its company.
1.2. User: Employees of the Customer who use the software.
2.1. By using the software, the Customer enters into an agreement with Sense Cloud.
3.3. To be able to use Clickker, the Customer must first register. After the registration of the Customer has been completed, the Customer will have access to the main account. The customer can create a sub-account for each employee with the main account. The Customer is prohibited from creating accounts for non-employees, with the exception of seconded employees.
3.4. Both the Customer and the User must protect access to his/her account from unauthorized persons by means of the user name and password. In particular, the User must keep the password strictly confidential. Sense Cloud mag er vanuit gaan dat alles dat gebeurt vanaf het account van Afnemer en/of Gebruikers account, onder leiding en toezicht van Afnemer gebeurt. The customer is therefore liable for all these actions.
4.1. The Customer and User are prohibited from using Clickker to violate the law or to infringe the rights of others. In particular, it is prohibited to use the Clickker to store files in violation of relevant copyright laws, or to allow anyone other than itself to access the stored files. In the case of a business account, this prohibition does not apply to colleagues.
4.2. If Sense Cloud finds that the Customer or User violates the above conditions, or receives a complaint about this, it will warn the Customer. If this does not lead to an acceptable solution, Sense Cloud itself may intervene to end the violation. In urgente of ernstige gevallen kan Sense Cloud zonder waarschuwing ingrijpen.
4.3. If, in the opinion of Sense Cloud, nuisance, damage or another danger arises for the functioning of the computer systems or the network of Sense Cloud or third parties and/or the services via the internet, in particular due to excessive sending of e-mail or other data, leaks of personal data or activities of viruses, Trojans and similar software, Sense Cloud is entitled to take all measures it reasonably deems necessary to avert or prevent this danger.
4.4. Sense Cloud is at all times entitled to report established criminal offenses.
4.5. Sense Cloud can recover the damage resulting from violations of these rules of conduct from the Customer. The customer indemnifies Sense Cloud against all third-party claims relating to damage resulting from a violation of these user rules.
5.2. Information that the Customer and/or User stores or processes via Clickker is and remains the property of the Customer (or that of the Customer’s suppliers).
6.1. With the use of Clickker, personal data is processed. These personal data will be processed in accordance with the processing agreement.
7.1. Sense Cloud will make every reasonable effort to make Clickker available, but specific warranties are only given if a separate Service Level Agreement is concluded with Sense Cloud. Insofar as not stipulated otherwise in the Service Level Agreement, or if no Service Level Agreement has been agreed, the provisions of this article apply to maintenance, faults and support.
7.2. Clickker communicates over the internet with a server managed by Sense Cloud to provide the service. Sense Cloud makes every effort to have this server available at all times, but makes no guarantees in this regard.
7.3. Sense Cloud has the right to temporarily decommission the Software or parts thereof for maintenance, adjustments or improvement thereof. Sense Cloud will try to have such a shutdown take place outside office hours as much as possible and will endeavor to inform the User in a timely manner of any planned shutdown. However, Sense Cloud is never obliged to pay compensation for damage that has arisen in connection with such decommissioning.
7.4. Sense Cloud may change the functionality of the Clickker from time to time. Feedback and suggestions from the Customer and/or User are welcome, but ultimately Sense Cloud itself decides which adjustments it will or will not make.
8.1. The Customer must pay a monthly fee for the use of Clickker. This fee consists of two parts. The Customer pays a fee per month for the main account. On top of that comes the fee per month per type of User.
8.2. This fee must always be paid in advance. Sense Cloud will send an electronic invoice to the Customer for the amount due. The payment term for invoices is 14 days from the date of the invoice.
8.3. Payment can be made by transferring the amount to Sense Cloud’s bank account or by direct debit.
8.4. If the Customer does not pay an invoice within the payment term or if the amounts due could not be debited to the Customer by direct debit, the Customer is in default without a notice of default being required. In that case, Sense Cloud has the right to suspend the use of the Clickker.
8.5. In the event of late payment, the Customer is, in addition to the amount due and the interest accrued thereon, obliged to pay full compensation for both extrajudicial and judicial collection costs, including the costs for lawyers, bailiffs and collection agencies.
8.6. The claim for payment is immediately due and payable in the event that the Buyer is declared bankrupt, applies for suspension of payment or if the Buyer’s assets are seized in full, goes into liquidation or is dissolved.
9.1. The total liability of Sense Cloud, including due to an attributable shortcoming in the fulfillment of the agreement or tort, is limited to compensation for direct damage, except in the case of intent or deliberate recklessness, limited to the amount that the Customer has paid for the three months prior to the moment of the harmful event, whereby a connected series of events counts as one event. The maximum liability of Sense Cloud is limited to € 10,000 (in words: ten thousand euros) per year regardless of the number of events.
9.2. Sense Cloud is expressly not liable for indirect damage, consequential damage, lost profit, missed savings and damage due to business interruption.
9.3. A condition for the existence of any right to compensation is that the Customer reports the damage to Sense Cloud in writing no later than two months after discovery.
9.4. Sense Cloud indemnifies the Customer against claims from a third party that claims that the Clickker as such infringes the Intellectual Property Right of this third party, or violates a license granted thereunder.
10.1. In the event of force majeure, Sense Cloud is never obliged to pay compensation for the damage caused to the Customer as a result. Force majeure includes failures or failures of the internet, the telecommunication infrastructure, power failures, domestic disturbances, mobilization, war, transport congestion, strikes, lockouts, business disruptions, supply stagnation, fire and flooding.
11.1. This agreement takes effect as soon as the Customer first uses the Clickker and then runs for an indefinite period.
11.2. The Customer can cancel the use of Clickker with a notice period of one month. The Customer can also cancel the account of one or more User(s) on a monthly basis. Cancellation must be made in writing.
11.3. After termination of the agreement (for whatever reason), the Customer/User must cease and continue to use Clickker. User must then remove all copies (including any backup copies) of Clickker from all of his/her systems.
11.4. Upon termination of the agreement, the Customer can, upon request, receive a copy of the data that is currently available from the Customer via the service.
11.5. Sense Cloud has the right to terminate the right of use with immediate effect and without obligation to pay compensation, if:
i. the Customer has failed to fulfill its obligations and such failure has not been rectified within 14 days after Written notice of default;
ii. Customer has been declared bankrupt;
iii. Customer has been granted suspension of payment;
iv. A total attachment is levied on the Client’s assets;
v. Customer goes into liquidation;
vi. The customer is dissolved.
12.1. Parties will treat information they provide to each other by using the Clickker confidentially if this information is marked as confidential or if the receiving party knows or should reasonably suspect that the information was intended to be confidential.
12.2. Sense Cloud will not take cognizance of private data that the Customer/User stores and/or distributes via Clickker, unless this is necessary for a good service or Sense Cloud is obliged to do so pursuant to a legal provision.
13.2. Sense Cloud will announce the changes or additions at least (30) calendar days before they come into effect so that the Customer/User can take note of them.
13.3. If the Customer does not wish to accept an amendment or addition, the Customer may cancel the right of use up to the effective date. Use of the Software after the Effective Date constitutes acceptance of the amended or supplemented terms and conditions.