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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 person who has entered into an agreement with Solidflow B.V. for the use of the SaaS service.
  • Parties: Solidflow B.V. and Customer 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 conditions apply to all quotations, agreements, and deliveries of SaaS services by or on behalf of Solidflow B.V.
  • Deviations from these conditions are only valid if agreed upon in writing by both Parties.
  • The applicability of any purchasing or other terms and conditions of the Customer is expressly rejected.

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 1 month, 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.
  • Oral acceptance by the Customer only binds Solidflow B.V. after the Customer has confirmed it in writing or electronically.

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 change the prices of its services and products on its website and in other communications at any time.
  • Solidflow B.V. and the Customer agree on a total amount as an indicative price for the services provided by Solidflow B.V., unless otherwise agreed in writing.
  • Solidflow B.V. may deviate up to 10% from the indicative price.
  • Solidflow B.V. must inform the Customer in a timely manner why a higher price is justified when the indicative price is expected to exceed 10%.
  • The Customer may exclude the part of the assignment that exceeds the indicative price (increased by 10%) if the indicative price is expected to exceed 10%.
  • 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

  • Solidflow B.V. may require an upfront payment of up to 50% of the agreed amount upon entering into the agreement.
  • The Customer must make a payment within 1 month after delivery.
  • 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.
  • Solidflow B.V. may have the agreed services performed in whole or in part by others.
  • The execution of the agreement takes place in consultation and after written approval and payment of any advance by the Customer.
  • 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 – Duration of Service Agreement

  • The agreement between Solidflow B.V. and the Customer regarding a service or services is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or is otherwise agreed upon.
  • When the Customer enters into an agreement for a fixed period, it will be automatically converted into an agreement for an indefinite period after the expiration of the term, unless one of the parties terminates the agreement with a notice period of 2 months.

Article 11 – Termination of Service for an Indefinite Period

  • The Customer may terminate an agreement for a service for an indefinite period with a notice period of 2 months.

Article 12 – 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 in clause 1 to others without the prior written consent of Solidflow B.V.

Article 13 – 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 described in clauses 1 and 2. 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 14 – 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 in clause 1 amounts to €150,000.
  • Additionally, the Customer must pay an amount of 5% of the applicable amount in article 2 or 3 for each day the violation continues. The Customer must pay the penalty in article 1 without requiring a notice of default or legal proceedings.
  • Also, no damage needs to have occurred. Solidflow B.V. may, in addition to the penalty in article 1, also claim damages from the Customer.

Article 15 – 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 16 – Complaints

  • The Customer must promptly examine any product delivered or service provided by Solidflow B.V. for any deficiencies.
  • If a delivered product or service does not meet what the Customer could reasonably expect, the Customer must notify Solidflow B.V. of this within 1 month after discovering the deficiency.
  • The Customer must provide a detailed description of the deficiency so that Solidflow B.V. can respond appropriately.
  • The Customer must demonstrate that the complaint relates to an agreement between the Customer and Solidflow B.V.
  • If a complaint concerns ongoing work, the Customer cannot demand that Solidflow B.V. perform other work than what has been agreed upon.

Article 17 – Notice of Default

  • The Customer must notify Solidflow B.V. of any notice of default in writing.
  • The Customer is responsible for ensuring that its notice of default actually reaches Solidflow B.V. on time.

Article 18 – Customer’s Liability

  • When Solidflow B.V. enters into an agreement with multiple Customers, each of them is jointly and severally liable for the performance of the obligations in that agreement.

Article 19 – Solidflow B.V.’s Liability

  • Solidflow B.V. is only liable for damage suffered by the Customer 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.
  • 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 20 – 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 21 – 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 22 – 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 in clause 1 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, even if Solidflow B.V. benefits from it.

Article 23 – Amendment of the Agreement

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

Article 24 – 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 25 – 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.
  • This provision applies as a clause with property law effect as referred to in Article 3:83(2) of the Dutch Civil Code.

Article 26 – 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 27 – 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., unless the law provides otherwise.

Article 28 – Data Protection and Privacy

  • Solidflow B.V. processes and protects customer data in accordance with the General Data Protection Regulation (GDPR). Customers 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 29 – 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 30 – Termination and Renewal

  • The agreement can be terminated by both parties with a notice period of 1 month before the expiration date.
  • Unless otherwise agreed, the agreement is automatically renewed for the same period.

Article 31 – 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 32 – Backup and Data Recovery

  • Solidflow B.V. regularly backs up customer data and provides support for data recovery in case of data loss.
  • The specific terms and frequency of backups are detailed in the Service Level Agreement (SLA).

Article 33 – Liability and Limitations

  • Solidflow B.V.’s liability for direct damage caused by a failure in the SaaS service is limited to the amount the Customer has paid for the service in the preceding 12 months.
  • Solidflow B.V. is not liable for indirect damages, including lost profits, missed savings, or business interruption.

Article 34 – Integrations with Third Parties

  • If the SaaS service includes integrations with third parties, Solidflow B.V. will make efforts to ensure the compatibility and functionality of such integrations.
  • Solidflow B.V. is not responsible for the continuity of services provided by third parties or any damage caused by these third parties.

Article 35 – Data Processing Agreement (DPA)

  • This agreement governs the processing of personal data by Solidflow B.V. on behalf of the Customer, in compliance with the GDPR.
  • Solidflow B.V. processes data solely based on written instructions from the Customer and takes all measures to ensure data security.
  • The Customer grants Solidflow B.V. permission to engage sub-processors, provided they comply with the GDPR.
  • Solidflow B.V. assists the Customer in fulfilling the rights of data subjects under the GDPR.

Article 36 – Specific Usage Restrictions

  1. Prohibited Actions: The Customer 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.
  1. Penalties for Violation:
  • For violating the prohibitions mentioned in paragraph 1, the Customer owes Solidflow B.V. an immediately payable penalty of €75,000 per violation.
  • Additionally, the Customer will pay a penalty of €10,000 for each day the violation continues, calculated from the date of the first violation until the date the violation is fully terminated.
  1. 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 Customer’s access to the SaaS service, without relieving the Customer of its payment obligations under the agreement.
  1. Preventive Measures:
  • Solidflow B.V. may implement technical measures to prevent unauthorized actions such as reverse engineering, decompilation, or disassembly. The Customer shall not circumvent or attempt to circumvent these measures.
  1. Customer Responsibilities:
  • The Customer 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 Customer must immediately inform Solidflow B.V. if there is any suspicion of a violation of the restrictions mentioned in this article.
  1. Compliance and Control:
    • Solidflow B.V. reserves the right to conduct audits and inspections to ensure compliance with this article. The Customer 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 37 – Escalation Procedures

  • In the event of disputes, the Parties will first follow an internal escalation process. If this does not lead to a resolution, the Parties may opt for mediation.
  • Both parties will jointly appoint an independent mediator. The costs of mediation will be divided equally.

Article 38 – Changes in Service

  • Solidflow B.V. will inform the Customer at least 30 days prior to significant changes in the service.
  • In case changes significantly affect the Customer’s operations, the Parties may adjust the agreement through consultation.

Article 39 – 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 40 – Use of Customer Data for Analysis and Improvement

  • Solidflow B.V. may use customer data for analysis and improvement of the service, as well as for developing new services and features, in strict compliance with applicable privacy laws, including the GDPR.
  • All analyses will be conducted using anonymized or pseudonymized data, where the identity of the customer and data subjects is not recognizable.
  • By using Solidflow B.V.’s services, the customer consents to the processing of data for the above-mentioned purposes. Customers have the right to object to the use of their data for analysis and improvement by contacting Solidflow B.V.

Article 41 – 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 42 – Customer Responsibilities

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

Article 43 – Customer Feedback and Suggestions

Solidflow B.V. encourages feedback and suggestions from customers as essential contributions to the continuous improvement and development of our SaaS services.

  • Customers can submit feedback and suggestions via info@solidflow.io, our customer portal, or through the contact page on our website https://solidflow.io/contact/.
  • All feedback and suggestions are considered non-confidential and free of proprietary rights. Solidflow B.V. reserves the right to use such information at its discretion without any obligation for compensation to improve its services and products.

Article 44 – Code of Conduct and Abuse Policy

This code of conduct applies to all users of Solidflow B.V.’s SaaS services and describes expected behavior and prohibited activities during the use of the services. It includes but is not limited to:

  • Spreading malware, viruses, or harmful code.
  • Conducting unauthorized penetration tests, security scans, or other attempts to undermine the security of the service.
  • Sending spam, phishing emails, or other forms of unsolicited communication.
  • Committing fraud, including identity theft or system manipulation to gain unjustified advantage.

Failure to comply with this code of conduct may result in the immediate suspension or termination of access to the services, in addition to other legal measures. Customers and users are encouraged to report suspected abuse or violations of this code of conduct via info@solidflow.io or through our website. Solidflow B.V. will investigate all reports and take appropriate action

Article 45 – Consent for Marketing

  • The Customer grants Solidflow B.V. permission to use the Customer’s name and logo in marketing materials and customer lists, unless otherwise agreed in writing.

Article 46 – Compliance and Audits

  • Solidflow B.V. complies with all relevant laws and regulations regarding the service provision.
  • Solidflow B.V. reserves the right to conduct periodic audits at the Customer to check compliance with these terms and the SLA, provided these audits are announced with reasonable notice.

Article 47 – Maintenance and Support

  • Solidflow B.V. provides maintenance and support for the SaaS services as described in the Service Level Agreement (SLA).
  • Maintenance activities that may impact the availability of the service will be communicated to the Customer in advance, if possible.
  • The support includes technical assistance and troubleshooting during the agreed hours.

 

Prepared on February 3, 2024.

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