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General terms and conditions

EyeDQ B.V. · Version October 2026

Who we are

EyeDQ B.V.
Herengracht 221, 1016 BG Amsterdam, the Netherlands
Chamber of Commerce (KvK) 42175559
info@eyedq.com

Using this website

The prices and product descriptions on this website are an invitation to talk to us, not a binding offer. Sending a subscription or trial request does not create a contract; an Agreement exists only on the terms below.

Where this website describes laws, deadlines or penalties, we link to the authority that published them. Those sources prevail, and nothing on this website is legal advice. We do not promise that this website is free of errors or always available, and to the extent the law allows we are not liable for loss arising from its use.

I. GENERAL

Article 1 — Definitions

1.1In these Conditions, the terms below are defined as follows:

  1. Agreement: the agreement between EyeDQ and the Client pursuant to which the Client purchases one or more Products and/or Subscriptions from EyeDQ, consisting of the Order Form, these Conditions and the Supplier Terms.
  2. Business Day: any day (other than a Saturday or a Sunday) on which banks are open for normal banking business in Amsterdam, the Netherlands.
  3. Client: any natural person acting in the course of his business or profession and/or any legal person who has requested EyeDQ to make an offer or quotation and/or who has entered into an Agreement with EyeDQ.
  4. Conditions: these general terms and conditions of EyeDQ.
  5. Digital Product: computer programmes, software, databases, content, data and/or other publications laid down and/or recorded in physical electronic data carriers and/or on the internet, made available or accessible by or on behalf of EyeDQ to the Client, all in the broadest sense possible. Documentation, Updates as well as other interim additions to a Digital Product are understood to be part of the Digital Product, as are data carriers, supporting devices and electronic media provided in combination with the Digital Product.
  6. Documentation: the description regarding the functionality and applications of the Digital Product, made available by or on behalf of EyeDQ to the Client.
  7. EyeDQ: the Dutch private limited company EyeDQ B.V., having its seat in Amsterdam, registered with the Chamber of Commerce under number 42175559.
  8. Order Form: the quotation or order form that states the Products, quantities, Subscription term, prices and invoicing, signed by the Client and countersigned by EyeDQ.
  9. Parties: EyeDQ and the Client.
  10. Product: the good(s) and/or service(s) that EyeDQ provides under the Agreement, including but not limited to hardware, Subscriptions, one-off purchases and Digital Products.
  11. Right of Use: the right granted by EyeDQ to the Client to use a Digital Product in accordance with these Conditions and the Documentation.
  12. Subscription: a subscription to a Product.
  13. Supplier: the third party that makes a Product and from which EyeDQ obtains it.
  14. Supplier Terms: the terms and conditions of a Supplier for a Product, as provided by EyeDQ to the Client before the Agreement is concluded.
  15. Update: any further content or functionality of a Product which is made available to the Client.
  16. User: an individual end-user of a Digital Product, such as an employee or other person working for the Client, or any other individual person given access to the Digital Product by the Client within the scope of the Right of Use.

1.2The term “in writing” means: by e-mail or otherwise electronically documented.

Article 2 — Applicability

2.1These Conditions apply to and form an integral part of all offers made by EyeDQ and to all Agreements between EyeDQ and the Client. EyeDQ supplies only to businesses and organisations, not to consumers.

2.2The Client is considered to have accepted the Conditions by signing an Order Form, by issuing a written or verbal order and/or by entering into an Agreement or other document evidencing the existence of its commercial relationship with EyeDQ.

2.3The applicability of any conditions used by the Client is explicitly excluded.

2.4EyeDQ is entitled to unilaterally modify the Conditions. These amendments will take effect thirty (30) days after EyeDQ has notified the Client of the amendments. If the Client does not accept these amendments and notifies EyeDQ of this in writing within the aforementioned period of thirty (30) days, this shall be regarded as a cancellation (in Dutch: “opzegging”) of the Agreement by the Client, whereby the Agreement shall be discontinued (in Dutch: “beëindigd”) with immediate effect.

2.5In case of conflict, the Order Form prevails over these Conditions, and these Conditions prevail over the Supplier Terms, save as provided in article 18 paragraph 1.

Article 3 — Offer, ordering and conclusion of Agreement

3.1All offers and quotations issued by EyeDQ are free of engagement even if they specify a deadline for acceptance or period of validity, and can be revoked by EyeDQ at any time. All offers and quotations issued by EyeDQ are valid for a maximum of thirty (30) days, unless agreed otherwise in writing.

3.2The Agreement is concluded at the moment EyeDQ has countersigned the Order Form signed by the Client. Until that moment EyeDQ is entitled to decline the Client’s acceptance, as a result of which an Agreement has not been concluded.

Article 4 — Prices

4.1Unless explicitly agreed otherwise in writing, all prices charged by EyeDQ are excluding VAT, other duties imposed by the government, costs for administration, delivery, installation, assembly and any other additional costs.

4.2Notwithstanding article 2 paragraph 4, EyeDQ retains the right to change its prices at any time, including but not limited to an annual indexation based on the service prices indexation for IT commercial services (category 62 Computer consulting and related services, in Dutch: “Bedrijfstakken/branches (SBI 2008), 62 IT-dienstverlening”) as published by the CBS and, in addition, a maximum of an annual additional 4% price increase due to rising costs such as (not limited to) compliance costs.

4.3Price changes are applicable from the moment indicated by EyeDQ.

4.4If the Client does not agree to a price change, the Client is entitled to cancel (in Dutch: “opzeggen”) the Subscription in writing in accordance with the provisions of article 13 paragraph 1.

Article 5 — Invoicing and payment

5.1Invoicing is done by EyeDQ before delivery of the Product. Subscriptions will be invoiced for the full subscription period in advance unless agreed otherwise in the Order Form or otherwise in writing.

5.2Payment of any invoice by the Client is due within thirty (30) days after the invoice date.

5.3Payments made by the Client are first settled with any interest and costs due before settlement with the longest outstanding and claimable invoices.

5.4If the Client disputes an invoice, the Client must do so in a substantiated manner and must supply EyeDQ with underlying documents and must do so within ten (10) days after receipt of the invoice. Failure to submit a dispute regarding an invoice in a timely manner shall result in the loss of all rights of the Client in this respect. If the Client disputes an invoice, Parties will negotiate in good faith on how to resolve this issue.

5.5The Client is not permitted to set off any amount due to EyeDQ with any amount due by EyeDQ to the Client, nor is the Client allowed to suspend any of its obligations under the Agreement.

5.6The deadline for payment as defined in paragraph 2 of this article 5 is a fixed date (in Dutch: “fatale termijn”). If payment is not made on time, the Client is in default with immediate effect and the Client owes EyeDQ:

  1. the statutory commercial interest, according to Section 6:119a Dutch Civil Code (“DCC”), from the expiry date of the invoice; and
  2. all costs incurred by EyeDQ in connection with the (extra)judicial collection of the amount due by the Client, including but not limited to legal costs, with a minimum of 15% of the amount due under the Agreement, without prejudice to EyeDQ’s right to invoice the Client for the actual costs incurred and without prejudice to EyeDQ’s other rights in connection with the Client’s default.

5.7The Client is not entitled to deduct from its payment obligations to EyeDQ local taxes or withholding tax of any kind. If the Client is due taxes relating to its payment obligations to EyeDQ, these taxes are always in addition to the payment obligations to EyeDQ and are not to be deducted from the payment obligations to EyeDQ in any way.

Article 6 — Delivery and delivery deadlines

6.1The Product will be delivered by or on behalf of EyeDQ after receipt of payment, provided that – if applicable – the Product is in stock.

6.2All delivery times given by EyeDQ are an indication only and not a deadline or contractual fixed date (in Dutch: “fatale termijn”).

6.3EyeDQ is entitled to suspend its obligations towards the Client as long as the Client has not complied in full with its obligations towards EyeDQ under the Agreement.

Article 7 — Force majeure

7.1Force majeure is understood to be any circumstance which cannot be attributed to the party by whom it is invoked and which affects the fulfilment of such party’s obligations towards the other party, including but not limited to fire, flood, natural phenomena, weather conditions, non-culpable loss of the supply of electricity, gas or water, government measures, the outbreak of pandemics or infectious diseases and their consequences, acts of war or similar situations, riots, strikes, factory occupations, shortages of raw materials, excessive sickness and absence of personnel of EyeDQ and the non-performance of third parties such as Suppliers or auxiliary persons.

7.2A party who invokes force majeure shall inform the other party thereof in writing as soon as reasonably possible and ultimately within ten (10) Business Days upon discovery of the force majeure situation.

7.3In case of a temporary force majeure on either party’s side, including the situation in which a Product ordered by the Client is temporarily out of stock, the other party is entitled to postpone its obligations for the duration of such force majeure.

7.4In the case of a permanent force majeure situation on either party’s side, either party is entitled to terminate (in Dutch: “ontbinden”) the Agreement by a written statement sent by registered mail or by e-mail.

7.5EyeDQ shall in no case be liable for any costs or losses incurred by the Client as a consequence of a force majeure situation on the side of EyeDQ.

Article 8 — Claims and complaints; returned Products

8.1The Products must be examined within ten (10) Business Days after delivery of the Products. All complaints about the performance of the Agreement by EyeDQ, including (but not limited to) complaints about the non-conformity of delivered Products, must be submitted to EyeDQ in writing, fully and clearly described, at the latest within ten (10) Business Days after delivery. Failure to submit a complaint in a timely manner shall result in the loss of all rights of the Client in this respect.

8.2The Client is only entitled to return a Product within ten (10) Business Days in case:

  1. the Product received does not correspond with the Product ordered; or
  2. the Product received is damaged, which is not imputable to the Client or the third parties engaged by it.

In either case the Client shall return the Product concerned in the condition in which it was received. The Client shall not modify or retain any part of the Product, nor make any copies, in whatever form. The Client shall return the Product in sturdy packaging accompanied by the original shipping document and/or original address label, including a notification as described in paragraph 1 of this article 8.

8.3After receipt of the returned Product, if the Product delivered does not correspond with the Agreement and provided that the Client has complied with all requirements mentioned in this article, EyeDQ shall be bound at its option only to deliver what is missing, to repair the Product delivered or to replace the Product delivered, if this is possible. EyeDQ will do so as quickly as reasonably possible.

Article 9 — Retention of title and risk

9.1EyeDQ retains ownership of all property it delivers to the Client until the Client has complied in full with its obligations towards EyeDQ.

9.2The Products delivered to the Client which are subject to the retention of title may only be used in the ordinary course of business. In other cases, the transferability, as referred to in Section 3:83(2) DCC, of the Product is excluded. In the event of bankruptcy or suspension of payment of the Client, resale or use in the ordinary course of business is also not (or no longer) permitted. The Products delivered under retention of title cannot be pledged to any third party other than EyeDQ and no rights may be established on them other than for EyeDQ.

9.3At EyeDQ’s first request, the Client will establish a right of pledge on all property, or provide any other security as approved by EyeDQ.

9.4The Product delivered by EyeDQ is at the Client’s risk from the moment of actual delivery to the Client.

Article 10 — Intellectual property

10.1Unless explicitly stated otherwise, all intellectual property rights and similar rights, including but not limited to copyrights, trade mark rights, database protection rights and neighbouring rights in connection with the Product belong exclusively to EyeDQ or its Supplier.

10.2Nothing in these Conditions shall give the Client any right, title or interest in the Product, other than the right to use the Product in accordance with the Agreement. The Client shall not claim ownership of the Product and the Client acknowledges that EyeDQ or its Supplier is the exclusive and sole owner of any intellectual property rights and similar rights related to the Product.

10.3Except as otherwise specifically set forth herein, or in a separate writing signed by EyeDQ, the Client acknowledges and agrees that any modifications, enhancements, updates, error corrections or other changes to the Product shall belong exclusively to EyeDQ or its Supplier.

10.4The Client is not entitled to disclose, copy or publish originals or copies of any Product delivered by EyeDQ without EyeDQ’s explicit prior written consent thereto. The Client is not entitled to use the Product for a different purpose or to make the Product available to persons other than those for whom the relevant Products are intended. This prohibition includes the explicit or tacit permission of the aforementioned acts.

10.5In case of infringement of any of the rights referred to in this article 10, the Client shall forfeit an immediately payable penalty of €25,000 (twenty-five thousand euros) for every infringement and for every week that the infringement continues, without prejudice to other rights EyeDQ may have, including the right to terminate (in Dutch: “ontbinden”) the Agreement and/or full compensation of the damage suffered.

10.6If the Client notices that a third party is infringing the rights referred to in paragraph 1 of this article 10, the Client shall immediately inform EyeDQ thereof in writing. The Client itself shall not take any action against such an infringement without EyeDQ’s prior written consent. If EyeDQ or its Supplier decides to take any action against the infringing party, the Client shall at EyeDQ’s request fully cooperate with such action, at EyeDQ’s expense.

10.7The Client is not permitted to change or remove any indications of rights, brands, trademarks or trade names of EyeDQ, its Suppliers or third parties made in or on Products and/or Documentation or data carriers.

Article 11 — Privacy, personal data and confidentiality

11.1EyeDQ declares to comply with all relevant laws and regulations, including the General Data Protection Regulation 2016/679, regarding the protection of personal data when executing the Agreement. EyeDQ processes personal data in accordance with its privacy statement (see: eyedq.com/privacy.html).

11.2If and insofar as, within the framework of the execution of the Agreement, personal data are processed for and/or together with the Client, the Parties will conclude such further agreement(s) as required under the applicable laws and regulations in the field of privacy and protection of personal data.

11.3The content of the Agreement, information regarding the Product or other technical information (including, without limitation, functional and technical specifications, designs, drawings, source code, analysis, research, processes, computer programs, algorithms and the like) and business information (sales and marketing research, materials, plans, accounting and financial information, personnel records and the like) that the Client receives under the Agreement or that becomes available to the Client due to the Agreement, must be treated confidentially and kept secret and may not be disclosed or reproduced in any way. This applies to such information of EyeDQ and of its Suppliers (together: “Confidential Information”). The Client must pass on this obligation to its employees and any third parties who come into contact with any Confidential Information due to the Agreement. The Client must use the same degree of care in safeguarding the Confidential Information as it uses in safeguarding its own confidential information. Upon the end of the Agreement the Client, unless stated otherwise in the Agreement, shall return the Confidential Information in its possession. Confidential Information does not include (i) information already known or independently developed by the Client itself outside the scope of the Agreement, (ii) information in the public domain through no wrongful act of the Client itself, or (iii) information received by the Client itself outside the scope of the Agreement from a third party who was free to disclose it.

11.4In the event of a violation of the obligation described in paragraph 3 of this article, the Client will owe EyeDQ an immediately payable fine of €10,000 (ten thousand euros) for the violation, without prejudice to EyeDQ’s right to claim full compensation for the damage suffered and still to be suffered, while the Client must also notify EyeDQ of any violation of this obligation in writing directly and must provide EyeDQ with all the cooperation required to protect its interests under the circumstances.

Article 12 — Liability and indemnity

12.1Except for damages arising from death or bodily injury or if damages are caused by an intentional act or gross negligence by EyeDQ, its directors or executive staff, the total liability of EyeDQ regarding the Client, regardless of the basis of the claim, is limited to the amounts paid by the Client under the Agreement in the twelve (12) months preceding the event that caused the damage (excluding VAT).

12.2Without prejudice to the provisions of paragraph 1 of this article, EyeDQ is never liable for consequential or indirect damages or claims of third parties. Consequential or indirect damages include, amongst others but not exclusively, environmental damage, loss of data, interruption in use or availability of data, stagnation damage, loss of profit, lost revenue or turnover, goodwill and/or business opportunities.

12.3The Products are intended to help the Client in making (automated) assessments and/or taking (automated) decisions with regard to the authenticity of documents. However, any such (automated) assessments and/or (automated) decisions are the Client’s full responsibility. EyeDQ is not liable for the consequences thereof and the Client shall fully indemnify and hold harmless EyeDQ and its Suppliers for any claims resulting from such assessment and/or decision.

12.4Any (possible) liability of EyeDQ does not entitle the Client to suspend and/or set off its obligations towards EyeDQ, including the Client’s financial obligations.

12.5Without prejudice to paragraph 1 of this article 12, EyeDQ shall only be liable towards the Client after the Client has given EyeDQ written notice of default and given EyeDQ a reasonable period of at least three (3) weeks to remedy such default and EyeDQ has remained in default even after expiry of the aforementioned period.

12.6Any claim for damage raised by the Client must be sent to EyeDQ within ten (10) Business Days after the occurrence of the damage in writing, fully and clearly described and substantiated with proof. Failure to submit a claim in a correct and timely manner shall result in the loss of all rights of the Client in this respect.

12.7The Client shall indemnify EyeDQ and its Suppliers and hold them harmless from all third party claims regarding the Client’s use of the Products.

Article 13 — Term and termination

13.1Unless explicitly agreed otherwise in the Order Form, all Subscriptions are for a term of one (1) year. The starting date of the Subscription is indicated in the Order Form. Unless either party notifies the other party of cancellation (in Dutch: “opzegging”) by e-mail at least one (1) month before the end of a term, the Subscription automatically continues for another year.

13.2Subject to the previous paragraph 1 of this article and by way of derogation from Section 6:265 DCC, EyeDQ is entitled to terminate (in Dutch: “ontbinden”) the Agreement with immediate effect, without judicial intervention, by way of a written notification if the Client fails to fulfil one (1) or more of its obligations under the Agreement or fails to do so in time or in full.

13.3Furthermore, EyeDQ is entitled to terminate (in Dutch: “ontbinden”) the Agreement at any time with immediate effect by way of a written notification without further prior notice of default, if:

  1. the Client is granted a suspension of payments (be it provisional or otherwise) or the Client is declared bankrupt or the Client files for bankruptcy; or
  2. the Client submits a request for a debt rescheduling; or
  3. property of the Client is subject to an attachment order and this attachment is upheld for longer than two (2) months; or
  4. the Client discontinues its business either partially or wholly or in any other way winds up and/or substantially changes or passes on to third parties its business activities; or
  5. the Client or EyeDQ itself is subject to a change of control; or
  6. the Client starts with running a business that (partly) competes with the business of EyeDQ or its Supplier and/or with the Products.

13.4In the case that EyeDQ ceases the Product to which the Agreement relates, or that a Supplier ceases the Product or stops making it available to EyeDQ for whatever reason, EyeDQ is entitled to cancel (in Dutch: “opzeggen”) the Agreement with immediate effect by way of a written notification and without being liable for any damages.

13.5In case of cancellation (in Dutch: “opzegging”) or termination (in Dutch: “ontbinding”), all amounts due by the Client are immediately and wholly payable. If EyeDQ cancels the Agreement based on paragraph 4 of this article, EyeDQ will provide the Client with a pro-rata refund of any amounts paid by the Client in advance relating to periods after such cancellation, insofar as EyeDQ itself receives a refund for those periods from its Supplier, and provided that EyeDQ itself is not in a situation as described under paragraph 3 a) up to and until d) of this article 13.

13.6EyeDQ shall not be liable for any damage incurred by the Client as a result of a cancellation (in Dutch: “opzegging”) or termination (in Dutch: “ontbinding”) in accordance with this article, without prejudice to EyeDQ’s right to full indemnity as a result of non-fulfilment by the Client of its obligations and without prejudice to other rights EyeDQ may have.

Article 14 — Applicable law, jurisdiction and language

14.1Dutch law is exclusively applicable to the Agreement. The Vienna Sales Convention (CISG) is explicitly not applicable.

14.2All disputes arising out of or regarding the Agreement will be exclusively submitted to the competent court in Amsterdam, the Netherlands.

14.3These Conditions are written in English. In case of conflict between a Dutch legal term mentioned between brackets and its English translation, the Dutch term and its meaning under Dutch law prevail.

Article 15 — Miscellaneous

15.1All notifications within the scope of the Agreement must be made in writing.

15.2Changes and/or additions to the Agreement are only valid when made in writing and agreed upon by the duly authorised representatives of the Parties.

15.3EyeDQ is entitled to transfer its rights and/or obligations pursuant to the Agreement to subsidiaries and/or group companies as meant in Section 2:24a and 2:24b DCC, or to legal successors, on which transfer EyeDQ will be discharged from its obligations towards the Client. The Client is obliged to give the necessary cooperation to make the transfer possible.

15.4The Client is not permitted, without prior written consent from EyeDQ, to transfer its rights and/or obligations pursuant to the Agreement to another party. EyeDQ shall only withhold its permission on reasonable grounds.

Article 16 — Ethics and fight against corruption

16.1EyeDQ requires that the Client complies with all domestic, European and international regulations on ethical rules and responsible conduct, including, but not limited to, the fight against corruption.

16.2As such, the Client undertakes to comply, and ensure compliance by its employees, directors, officers, suppliers and subcontractors, with the anti-corruption principles and undertakings contained in the texts listed below, and any national laws and regulations enforcing these:

  1. the OECD Convention on Combating Bribery of Foreign Public Officials in International Business;
  2. the United Nations Convention against Corruption (“Merida Convention”);
  3. the US Foreign Corrupt Practices Act (FCPA);
  4. the French anti-corruption law of 9 December 2016 (“Loi Sapin 2”);
  5. the UK Bribery Act.

16.3Furthermore, the Parties agree that they shall not, at any time, directly or indirectly:

  1. make, offer to make, provide or pay any unlawful contributions, gifts, entertainment or other unlawful expenses to any candidate for political office, or fail to disclose fully any such contributions in violation of any applicable law;
  2. make, or offer to make, any payment to any local, state, federal or any other type of governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or allowed by applicable law and OECD guidelines; or
  3. make, or offer to make, any payment in the nature of criminal bribery or any other unlawful payment in violation of any applicable law or OECD guidelines.

16.4The breach by the Client of the applicable anti-corruption laws and regulations shall entitle EyeDQ to terminate the Agreement immediately and to be compensated for the damages suffered as a result of such termination.

Article 17 — Information on the Products

17.1EyeDQ will make available to the Client the information on compliance with industry-standard regulations, certifications and security that its Supplier makes available for the Product. Any additional compliance requirements must be agreed in writing beforehand and may (at EyeDQ’s discretion) incur additional cost and implementation time.

17.2If agreed upon in writing beforehand, EyeDQ endeavours to provide the Client, at the Client’s written request, with information and assistance in order for the Client to be able to comply with its compliance policies, security policies and/or applicable legislation, or as needed for due diligence research.

17.3If the Client requests more assistance and/or more information than referred to in paragraph 1 of this article, such as, but not limited to, the filling in of detailed surveys and questionnaires, EyeDQ is entitled to charge all reasonable costs for the provision of this information and assistance at its then current rates. EyeDQ shall not be obligated to meet additional compliance requirements not specified in the Agreement unless an amendment is executed, including mutual agreement on timeline, cost and scope.

Article 18 — Supplier Terms and point of contact

18.1The Supplier Terms apply to the Client’s use of the Product concerned and form an integral part of the Agreement. The Client accepts the Supplier Terms. Where the Supplier Terms restrict the use of a Product more strictly than these Conditions, the stricter restriction applies.

18.2The Supplier is not a party to the Agreement.

18.3EyeDQ is the Client’s only point of contact for the Product. If the Supplier’s helpdesk provides the Client with login details for the use of the Product, the Client shall thereafter address all questions regarding the Product to EyeDQ.

II. ADDITIONAL PROVISIONS APPLICABLE TO DIGITAL PRODUCTS

Article 19 — Use of the Digital Product

19.1The Client is obliged to use and maintain the Digital Product, data carriers, supporting devices and electronic media provided with due care and in compliance with the recommendations and instructions which are given by or on behalf of EyeDQ or its Supplier. The Client will only permit authorised persons within its organisation to use the Digital Product, data carriers, supporting devices and/or electronic media provided.

19.2EyeDQ and its Supplier are at all times entitled to provide the Client with further instructions regarding the use of the Digital Product, data carriers, supporting devices and/or electronic media. The Client is obliged to accept and comply with such instructions.

Article 20 — Scope of the Right of Use

20.1EyeDQ grants the Client a temporary, non-transferable and non-exclusive Right of Use for the Digital Product. The Right of Use only covers the rights as explicitly mentioned in these Conditions and in the Agreement.

20.2The Client is not permitted to make the Digital Product publicly available or to reproduce or to change the Digital Product in whatever form.

20.3The Right of Use comprises the following actions, which may exclusively be carried out by persons working within the organisation of the Client:

  1. loading, visualising, consulting and allowing to function of the Digital Product in compliance with the written specifications provided;
  2. the transfer to a text document of a number of small parts of information that have been selected in the Digital Product and the printing of that text document.

20.4The permitted use of the Digital Product is limited to the type of Subscription that has been purchased by the Client as further described in the Order Form.

20.5Either a per Seat Subscription or a Site Subscription is available for the Digital Product. If the subscription type is not explicitly specified in the Order Form or elsewhere by EyeDQ in writing, the applicable subscription type is to be understood as Per Seat Subscription.

  1. Per Seat Subscription: the Digital Product is licensed for use by a particular individual User. An eligible User may access the Digital Product with a unique username and password on one device at a time. A subscription for each separate User that wishes to access the Digital Product must be acquired. A Per Seat Subscription for the Digital Product may not be shared with others within or outside the Client’s organisation.
  2. Site Subscription: the Digital Product is licensed for use by all Users registered for one (1) specific organisation, site or facility governed by the Client. A Site Subscription may be subject to intellectual property restrictions. All eligible Users of the Client may access the Digital Product with a unique username and password.

The Client must take reasonable measures to ensure that the number of Users does not exceed the permitted number of Users under the Agreement.

20.6If the Digital Product is, without EyeDQ’s prior written permission, not used in line with the rules and restrictions for the type of Subscription as laid down in these Conditions and/or the Agreement, the Client is bound to pay a penalty of €5,000 (five thousand euros) for each violation of these restrictions and for each day (and part of a day) that this violation continues, up to a maximum of €50,000 (fifty thousand euros), without prejudice to other rights EyeDQ may have regarding such unauthorised use, including the rights as mentioned in article 23 of these Conditions.

20.7The Right of Use is granted only under the condition of full and timely payment by the Client of the price applicable to the Digital Product.

20.8The Digital Product may only be used on systems and/or infrastructure containing security measures against unwarranted access by third parties to the Digital Product.

20.9The Digital Product may only be used for the benefit of the Client’s own business or professional activities and such use may never result in any form of – either commercial or not – exploitation of the Digital Product or parts thereof by the Client or a third party.

20.10The Client is not permitted to integrate the Digital Product either wholly or partially in, or to add it to, software or data collections without EyeDQ’s explicit prior written permission, save if this is obviously necessary for the use of the Digital Product as intended.

20.11If the Digital Product is made available on one or more electronic data carriers, these data carriers remain the property of EyeDQ or its Supplier at all times. No transfer of ownership to the Client takes place, notwithstanding the Client’s obligations regarding these data carriers and the transfer of risk, as laid down in these Conditions.

20.12If the Digital Product is made available for online use, EyeDQ will strive that the Client has twenty-four-hour-per-day access (barring time-out for maintenance purposes) to the Digital Product. However, EyeDQ cannot warrant an uninterrupted access to online Products. Maintenance will be carried out outside regular office hours as much as possible.

20.13The Client is not permitted to make a back-up copy of the Digital Product, unless (and only in so far as) the Digital Product consists of software and the making of a back-up copy is necessary for guaranteeing the continuity of the permitted use in case of a calamity. In that case, the Client must inform EyeDQ in advance in writing of its intention to make a back-up copy and the Client is only permitted to make one (1) back-up copy and is obliged to safekeep this back-up copy in such a place and to take such security measures as to ensure that the back-up copy will not be available to third parties. All trademarks, service marks, patents, copyright and other proprietary notices must be reproduced when making this copy of the Product in whole or in part.

20.14The Client is not permitted to subject the Digital Product to decompilation, reverse engineering, decrypting, extracting, disassembling or any other form of translation or adaptation of the programme code, unless (and only in so far as) the Digital Product consists of software and the intended actions wholly fall outside the scope of Section 45m of the Dutch Copyright Act 1912 (Auteurswet 1912).

20.15The Client is required to inform EyeDQ of its intentions regarding the actions mentioned in the previous paragraph in advance in writing and must request EyeDQ to make the required information available. The Client can only carry out such actions after this information has been made available; EyeDQ can require the Client to only do so under reasonable conditions. EyeDQ will respond to such a request within thirty (30) days after receipt.

20.16If the Digital Product (either partially or wholly) consists of a database or a data collection, the Right of Use includes periodical Updates or, if applicable, the online availability of Updates, to the extent included in the Subscription as described in the Order Form.

20.17New versions of Digital Products are also subject to these Conditions.

20.18The Client will grant access to EyeDQ, its Supplier or a third party authorised by EyeDQ to the premises where the Digital Product is held and/or used by the Client, in order to inspect the Digital Product, carry out maintenance and check on the proper compliance by the Client with these Conditions and/or the Agreement. EyeDQ has the right to have such an audit done once (1) each year and will inform the Client of its intent to have an audit done, so that the Parties can arrange for the audit to take place without disturbing the Client’s business unnecessarily.

20.19EyeDQ and its Supplier may take measures to monitor correct compliance with the scope of the Right of Use, for example by giving the Digital Product a unique digital watermark per Client.

Article 21 — Delivery, installation and implementation; risk

21.1The Digital Product will be delivered to the Client at the address indicated by the Client or, if applicable, be made available online.

21.2The Client is responsible for taking care of the installation and implementation of the Digital Product in accordance with the Documentation provided.

21.3As from the moment of delivery as meant in paragraph 1 of this article, the Digital Product is solely for the risk and account of the Client.

Article 22 — Helpdesk

22.1The Client is entitled to consult EyeDQ’s helpdesk by e-mail for reasonable questions, support and advice concerning the use of the Digital Product. EyeDQ will endeavour to offer the Client the requested support or to provide adequate answers to questions regarding the use of the Digital Product to the best of its ability, and aims to respond within one (1) Business Day.

22.2EyeDQ endeavours that its helpdesk can be reached during regular office hours, 09:00–17:00 CET/CEST, on Business Days (excluding Dutch public holidays).

22.3The Client is deemed to have a reasonable basic knowledge regarding the Digital Product and of its own IT systems and software programmes. If and in so far as helpdesk service is required due to absence of such basic knowledge, EyeDQ is entitled to invoice the costs concerned to the Client at its then current rates.

Article 23 — Warranty and liability

23.1The provisions of this article apply to faults in Digital Products, to the exclusion of article 12 and all other actions the Client might have.

23.2A fault, as meant in this article, applies if the Digital Product does not function substantially in accordance with the specifications as listed in the Documentation.

23.3For a period of one (1) year after the Digital Product has been delivered to the Client, EyeDQ warrants the absence of faults in material and workmanship under normal use. This warranty is also applicable to Updates as from the moment an Update has been made available to the Client, provided that all obligations arising from this warranty for earlier versions of the Digital Product will lapse one (1) month after the Update was made available.

23.4The warranty as meant in paragraph 3 of this article is exclusively applicable to faults of which the Client has informed EyeDQ in writing within two (2) weeks after discovery of, or as the case may be, after the Client should reasonably have discovered such fault, and solely covers, at EyeDQ’s choice and at EyeDQ’s expense:

  1. the repair of the Digital Product; or
  2. the correcting of the fault in an Update; or
  3. the taking back of the Digital Product by EyeDQ and refunding the purchase price paid by the Client.

23.5Actions for the purpose of research and/or repair of faults which are:

  1. not reproducible; or
  2. not in divergence of the specifications as meant in paragraph 2 of this article; or
  3. caused as a result of negligent or unprofessional use of the Digital Product or use that is not in compliance with the Documentation by the Client; or
  4. caused as a result of non-compliance with the instructions provided to the Client regarding the installation, implementation and/or use of the Digital Product; or
  5. caused as a result of the use of the Digital Product on or in connection with systems and/or software or other products which do not comply with the technical specifications provided to the Client (either or not in the Documentation); or
  6. caused by the mutilation or loss of data; or
  7. caused as a result of misfunctioning of systems on or in which the Digital Product is used (unless such system has been supplied and is maintained by EyeDQ); or
  8. caused as a result of voltage failure or telecommunication or network services failure; or
  9. otherwise the result of causes for which EyeDQ cannot reasonably be held responsible,

do not fall within the scope of the warranty as meant in paragraph 3 of this article, and the costs thereof will, if carried out at the Client’s request, be due by the Client to EyeDQ at its then current rates.

23.6EyeDQ represents and warrants during the term of the Agreement that, to the best of its knowledge and belief, the Digital Product as delivered to the Client, when properly used as contemplated in the Agreement, will not infringe or misappropriate any copyright, trademark, patent or the trade secrets of any third persons, and will defend and hold harmless the Client from direct damages caused by third party infringement claims, provided that:

  1. EyeDQ is given prompt written notice of such claim;
  2. EyeDQ (or its Supplier) is given the right to control and direct the investigation, preparation, defence or settlement of any claim;
  3. the Client fully cooperates in the investigation, preparation, defence or settlement of any claim;
  4. the Client has in all material respects complied with the terms of the Agreement; and
  5. the alleged infringement was not caused by any unauthorised alteration of the Product, and the infringement would not have occurred but for the use of it in combination with other software, equipment or technology not supplied or approved by EyeDQ or its Supplier.

Upon being notified of such a claim, EyeDQ shall in its sole discretion (a) defend through litigation or obtain through negotiation the right of the Client to continue using the Product; (b) have the Digital Product reworked so as to make it non-infringing while preserving the original functionality; and/or (c) replace the Digital Product with a product having substantially equivalent functionality. The indemnity in this paragraph does not apply in respect of any claim that arises directly or indirectly and solely from (i) the act of the Client or the Client’s User, or (ii) any materials, hardware or software provided by the Client which infringe a third party’s intellectual property.

23.7Notification of a fault does not discharge the Client from its obligations towards EyeDQ, and the Client is obliged to assist with requests regarding the research and/or repair of the fault.

23.8Notwithstanding paragraphs 2 and 6 of this article, EyeDQ does not warrant that:

  1. the Digital Product is free of defects that do not qualify as faults;
  2. the Digital Product will satisfy all of the Client’s requirements;
  3. the use of the Digital Product will be uninterrupted or error-free.

Article 24 — Duration and ending of the Right of Use

24.1The Right of Use is granted for the term of the Agreement and ends automatically upon the end (in Dutch: “beëindiging”) of the Agreement, regardless of the reason for the end of the Agreement.

24.2In case of the ending (in Dutch: “beëindiging”) of the Right of Use, the Client must hand over all original copies of the Digital Product and the Documentation, all data carriers on which the Digital Product has been recorded, any possible additional copies of the Digital Product as well as any devices/systems made available to the Client, including but not limited to any safety systems and/or electronic media, within ten (10) Business Days after the end of the Agreement. The Client is furthermore obliged to remove the Digital Product as quickly as possible, but no later than within ten (10) Business Days after the end of the Agreement, from all its computer systems and other devices/systems, and to enable EyeDQ to verify or have verified the Client’s compliance with this obligation.

Article 25 — Third-party software and third-party hardware

25.1If third-party software and/or third-party hardware is made available to the Client, the terms and conditions of that third party will be exclusively applicable with regard to that software and/or hardware. The Client may not unreasonably withhold its acceptance of such terms and conditions. Should the Client withhold its acceptance of these terms and conditions, this is considered a material breach of the Agreement and EyeDQ is entitled to terminate (in Dutch: “ontbinden”) the Agreement in accordance with article 13 paragraph 2 of these Conditions.

25.2If and in so far as the third-party terms and conditions as meant in paragraph 1 of this article are not applicable or void, for whatever reason, these Conditions apply.

III. TRIALS

Article 26 — Trials

26.1A trial is free of charge and runs for the period stated by EyeDQ. The trial ends automatically at the end of that period and does not turn into a paid Subscription.

26.2A trial is provided “as is”, without any warranty. EyeDQ is not liable for any damage arising from a trial, except in the case of intent or deliberate recklessness of its management.

26.3Articles 10, 11, 18, 19 and 20 apply to a trial.

Contact

Questions about these terms: info@eyedq.com. Questions about your data: privacy@eyedq.com.