Terms and conditons

Article 1 – Definitions

• Solidflow B.V.: Solidflow B.V., located in Leeuwarden, Chamber of Commerce number 92757103, provider of SaaS services.
• Customer: the natural or legal entity who has entered into an agreement with Solidflow B.V. for the use of the SaaS service.
• User: Any natural person or legal entity that interacts with, accesses, or utilizes any service, product, content, or platform provided by Solidflow B.V., including but not limited to the SaaS service, website, digital or physical materials, and any other resources made available by Solidflow B.V..
• Parties: Solidflow B.V. and Customer/User collectively.
• SaaS service: the software offered by Solidflow B.V. provided as a service over the internet to the Customer.
• Usage right: the non-exclusive and non-transferable right of the Customer to use the SaaS service.

Article 2 – Applicability

• These general terms and conditions apply to all negotiations, agreements, quotations, and deliveries by or on behalf of Solidflow B.V..

• Any purchasing conditions or other terms and conditions of the User are expressly excluded and shall not apply, unless explicitly agreed otherwise in writing by both parties.

• Any deviations from these general terms and conditions are only valid if agreed upon in writing and confirmed by both parties.

Article 3 – Offers and Quotations

• Offers and quotations from Solidflow B.V. are non-binding, unless expressly stated otherwise.
• An offer or quotation is valid for a maximum of 14 days, unless a different period is stated in the offer or quotation.
• If the Customer does not accept an offer or quotation within the applicable period, the offer or quotation expires.
• Offers and quotations do not apply to subsequent orders, unless agreed upon in writing by Solidflow B.V. and the Customer.

Article 4 – Acceptance

• Upon acceptance of a non-binding offer or quotation, Solidflow B.V. may still withdraw the offer or quotation within 3 days after receiving the acceptance, without the Customer having any rights arising from it.

Article 5 – Prices

• Solidflow B.V. uses prices in euros, excluding VAT and any other costs such as administration or shipping costs, unless otherwise agreed in writing.
• Solidflow B.V. may adjust prices annually.
• Solidflow B.V. will inform the Customer of price adjustments in advance of their implementation.

Article 6 – Payments and Payment Term

• The Customer must make a payment within 14 days.
• The payment terms set by Solidflow B.V. are strict deadlines. This means that if the Customer has not paid the agreed amount by the last day of the payment term, the Customer is automatically in default and in breach, without Solidflow B.V. having to send a reminder or notice of default to the Customer.
• Solidflow B.V. may make the delivery dependent on immediate payment or may demand security for the total amount of the services or products.

Article 7 – Right of Suspension

• The Customer hereby waives the right to suspend the performance of any obligation arising from this agreement.

Article 8 – Execution of the Agreement

• Solidflow B.V. performs the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
• The Customer must ensure that Solidflow B.V. can start the execution of the agreement on time.
• If the Customer does not ensure that Solidflow B.V. can start on time, the resulting additional costs will be borne by the Customer.

Article 9 – Provision of Information by the Customer

• The Customer shall provide all information, data, and documents that are relevant to the correct execution of the agreement in a timely manner and in the desired form and manner to Solidflow B.V.
• The Customer is responsible for the accuracy and completeness of the information, data, and documents provided, even if they originate from third parties, unless otherwise follows from the nature of the agreement.
• Upon request by the Customer, Solidflow B.V. shall return the relevant documents.
• If the Customer does not, not timely, or not properly provide the information, data, or documents reasonably required by Solidflow B.V., and this results in a delay in the execution of the agreement, the resulting additional costs and additional hours shall be borne by the Customer.

Article 10 – Termination of Service/Product for an Indefinite Period

• The Customer may terminate an agreement for a service or product for an indefinite period with a notice period of 1 month.

Article 11 – Intellectual Property

• Solidflow B.V. retains all intellectual property rights to all designs, drawings, writings, data carriers, or other information, quotations, images, sketches, models, and maquettes, unless otherwise agreed upon.
• The Customer may not display, make available, or otherwise use the intellectual property rights to others without the prior written consent of Solidflow B.V.

Article 12 – Confidentiality

• The Customer shall treat all information received from Solidflow B.V., in any form, as confidential. The same applies to all other information regarding Solidflow B.V. that the Customer knows or reasonably should suspect is confidential, or that the Customer can expect that its dissemination could harm Solidflow B.V. The Customer shall take all necessary measures to ensure the confidentiality of the information. The confidentiality obligation described in this article does not apply to information:

  • that was already public before the Customer received this information or that later became public without this being the result of a breach of the Customer’s confidentiality obligation.
  • disclosed by the Customer as a result of a legal obligation.

  The confidentiality obligation described in this article applies for the duration of the underlying agreement and after its termination.

Article 13 – Penalty Clause

• If the Customer breaches the article regarding confidentiality or intellectual property, the Customer must pay Solidflow B.V. an immediately payable penalty per violation. The penalty amounts to €20,000.
• Additionally, the Customer must pay an amount of €1,000 for each day the violation continues.
• Also, no damage needs to have occurred. Solidflow B.V. may, in addition to the penalty, also claim damages from the Customer.

Article 14 – Indemnification

• The Customer indemnifies Solidflow B.V. against all claims from third parties related to the products and/or services provided by Solidflow B.V.

Article 15 – Solidflow B.V.’s Liability

• Solidflow B.V. is only liable for damage suffered by the User if that damage is caused by intent or willful recklessness.
• When Solidflow B.V. is liable for damage, it only applies to direct damage related to the execution of an underlying agreement.
• Solidflow B.V. is not liable for indirect damage, such as consequential damage, loss of profit, or damage to third parties.
• When Solidflow B.V. is liable, such liability is limited to the amount paid out by a (professional) liability insurance policy. If no insurance is taken out or no amount is paid out, the liability is limited to the (portion of the) invoice amount to which the liability relates.
• Solidflow B.V. is not responsible or liable for the User’s non-compliance with any laws or regulations. Compliance with all applicable laws and regulations is the exclusive responsibility of the User. Any fines or penalties resulting from the non-compliance with such laws and regulations are the User’s responsibility and risk.
• Solidflow B.V. strives to provide the most accurate and up-to-date information possible. However, Solidflow B.V. does not guarantee that all information provided is complete or free of errors. The User acknowledges that certain information may require nuance and that not all scenarios can be comprehensively covered.

• The User is encouraged to critically assess and verify the information provided by Solidflow B.V. before implementing it in their processes. Solidflow B.V. is not liable for any decisions made by the User based on the information provided.

• Solidflow B.V. is not liable for any damages arising from the use of the information provided, including but not limited to operational processes, decision-making, or strategy implementation by the User.

• All images, photos, colors, drawings, descriptions on the website or in a catalog are indicative only and cannot lead to any compensation, dissolution, or suspension.

Article 16 – Expiry Period

• Any right of the Customer to compensation from Solidflow B.V. expires 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Article 17 – Termination

• The Customer may terminate the agreement if Solidflow B.V. materially breaches its obligations, unless this breach does not justify termination due to its particular nature or minor significance.
• If the performance of obligations by Solidflow B.V. is still possible, termination can only occur after Solidflow B.V. is in default.
• Solidflow B.V. may terminate the agreement with the Customer if the Customer does not fully or timely fulfill its obligations under the agreement, or if Solidflow B.V. becomes aware of circumstances that give it reasonable grounds to believe that the Customer will not fulfill its obligations.

Article 18 – Force Majeure

• In addition to Article 6:75 of the Dutch Civil Code, a breach by Solidflow B.V. cannot be attributed to Solidflow B.V. when there is force majeure.
• The force majeure situation also includes:
  • a state of emergency such as civil war or natural disaster
  • non-performance or force majeure by suppliers, couriers, or others
  • power, electricity, internet, computer, or telecom failures
  • computer viruses
  • strikes
  • government measures
  • transportation issues
  • adverse weather conditions
  • work stoppages
• When a force majeure situation arises, causing Solidflow B.V. to be unable to fulfill one or more obligations towards the Customer, those obligations shall be suspended until Solidflow B.V. can fulfill them.
• From the moment a force majeure situation has lasted at least 30 calendar days, both the Customer and Solidflow B.V. may terminate the agreement in whole or in part in writing.
• Solidflow B.V. is not obliged to pay compensation to the Customer in a force majeure situation.

Article 19 – Amendment of the Agreement

• If necessary for its execution, the Customer and Solidflow B.V. can amend the closed agreement.

Article 20 – Amendment of General Terms and Conditions

• Solidflow B.V. may amend these general terms and conditions.
• Minor changes may be made by Solidflow B.V. at any time.
• Major changes will be discussed with the Customer as much as possible in advance.

Article 21 – Transfer of Rights

• The Customer may not transfer rights from an agreement with Solidflow B.V. to others without the written consent of Solidflow B.V..

Article 22 – Consequences of Nullity or Annulment

• If one or more provisions of these general terms and conditions are declared void or voidable, this will not affect the other provisions of these terms and conditions.
• In the event of nullity or voidability, the provision in question will be replaced by a provision that comes as close as possible to what Solidflow B.V. had in mind when drafting the terms and conditions on that point.

Article 23 – Applicable Law and Competent Court

• Dutch law applies to these general terms and conditions and any underlying agreement between the Customer and Solidflow B.V.
• The court in the district of the registered office of Solidflow B.V. has exclusive jurisdiction to hear any disputes between the Customer and Solidflow B.V..

Article 24 – Data Protection and Privacy

• Solidflow B.V. processes and protects customer data in accordance with the General Data Protection Regulation (GDPR). Users have the right to access, correct, and delete their data.
• Solidflow B.V. takes appropriate technical and organizational measures to ensure the security of the data.

Article 25 – Access and Usage Rights

• The Customer receives a non-exclusive, non-transferable right to use the SaaS service for the duration of the agreement.
• Use of the service is limited to the agreed number of users and solely for internal business use.

Article 27 – Duration, termination and renewal

• The Agreement entered into with Solidflow B.V. is for an initial term of one (1) year commencing on the date of activation of the Services.
• Unless the Customer provides written notice of termination at least one (1) month before the end of the initial term, this Agreement will automatically renew for an indefinite period.
• After renewal for an indefinite period, the Customer may terminate the Agreement at any time with a notice period of one (1) month, by providing written notice to Solidflow B.V..
•  All notices of termination must be submitted in writing, either by email or registered mail, to the contact details provided by Solidflow B.V..

• Upon termination of the Agreement, Solidflow B.V. will delete all Customer data within 30 days, unless retention is required by law or agreed otherwise in writing. It is the Customer’s responsibility to back up any necessary data before termination.

Article 28 – Updates and Upgrades

• Solidflow B.V. will regularly perform updates and upgrades to the SaaS service to improve functionality and ensure security.
• Customers will be notified in advance of significant updates that may impact the use of the service.

Article 29 – Backup and Data Recovery

• Solidflow B.V. regularly backs up customer data and provides support for data recovery in case of data loss.

Article 30 – Specific Usage Restrictions

1. Prohibited Actions: The User may not use the SaaS service for:

• Reverse engineering, decompilation, or disassembly.
• Developing competing products or services.
• Benchmarking or performance comparison with other software or services without prior written consent from Solidflow B.V.

2. Penalties for Violation:

• For violating the prohibitions mentioned in paragraph 1, the User owes Solidflow B.V. an immediately payable penalty of €20,000 per violation.
• Additionally, the User will pay a penalty of €1,000 for each day the violation continues, calculated from the date of the first violation until the date the violation is fully terminated.

3. Other Measures:

• In addition to the penalties mentioned in paragraph 2, Solidflow B.V. reserves the right to claim additional compensation for all actual damages incurred as a result of the violation.
• Solidflow B.V. may, upon violation of the usage restrictions, immediately suspend or terminate the User’s access to the SaaS service, without relieving the User of its payment obligations under the agreement.

4. Preventive Measures:

• Solidflow B.V. may implement technical measures to prevent unauthorized actions such as reverse engineering, decompilation, or disassembly. The User shall not circumvent or attempt to circumvent these measures.

5. User Responsibilities:

• The User is responsible for the use of the SaaS service by its employees, contractors, and other representatives and will ensure they comply with the restrictions and conditions of this article.
• The User must immediately inform Solidflow B.V. if there is any suspicion of a violation of the restrictions mentioned in this article.

6. Compliance and Control:

• • Solidflow B.V. reserves the right to conduct audits and inspections to ensure compliance with this article. The User shall provide all reasonable cooperation.
  • Audits are conducted during normal office hours and with reasonable prior notice unless there is suspicion of a serious violation justifying immediate action.

Article 31 – Incident Management and Reporting Obligation

• Solidflow B.V. implements an incident management procedure for reporting, investigating, and resolving security incidents.
• In the event of a data breach, Solidflow B.V. will inform the Customer and relevant authorities in accordance with GDPR requirements, without undue delay.

Article 32 – Changes in Third-Party Policies

• Solidflow B.V. acknowledges that the provision of services may depend on or integrate with third-party platforms or services.
• Changes in the policies or services of these third parties may affect the availability and functionality of Solidflow B.V.’s services.
• Solidflow B.V. commits to promptly notify customers of such changes that significantly affect the provision of services to customers.
• Solidflow B.V. will make efforts to minimize any negative impacts of such changes and, if possible, offer alternative solutions.

Article 33 – User Responsibilities

• Users are responsible for maintaining the security of their accounts, including using strong passwords and regularly updating them.
• Users must comply with all license terms and usage restrictions of the SaaS service, as described in these terms and any additional documentation.
• Users are obligated to immediately report any suspicion of account misuse, unauthorized use, or security issues to Solidflow B.V.
• Users may not use the service for unlawful activities or the transmission of malicious software.