General Terms and Conditions

1 Definitions

In these general terms and conditions, the following terms shall have the meanings set out below:

• CrisisRadar B.V.: the provider of the services as described on crisisradar.com.
• Services: all products and services offered by CrisisRadar B.V., including the CrisisRadar platform.
• Client: the natural person or legal entity entering into an agreement with CrisisRadar B.V.
• User: a person authorised by the customer to use the services.
• Agreement: the agreement between CrisisRadar B.V. and the customer for the provision of services.
• Website: the website of CrisisRadar B.V., accessible via crisisradar.com.

2 Applicability

2.1 These general terms and conditions apply to all offers, quotations, agreements and the provision of services by CrisisRadar B.V.

2.2 Any deviations from these terms and conditions are only valid if they have been expressly agreed in writing.

2.3 The applicability of any of the customer’s purchasing or other terms and conditions is expressly rejected.

2.4 If one or more provisions in these terms and conditions are or become wholly or partially void, the remaining provisions shall remain in full force and effect.

3 Offers and conclusion of the contract

3.1 All offers and quotations from CrisisRadar B.V. are non-binding, unless expressly stated otherwise.

3.2 A contract is formed at the moment the customer accepts an offer or quotation in writing or electronically, or when CrisisRadar B.V. carries out an order from the customer.

3.3 CrisisRadar B.V. reserves the right to refuse a potential customer without giving reasons.

4 Provision of Services

4.1 CrisisRadar B.V. shall endeavour to perform the services with due care, in accordance with the agreements and procedures set out in the contract.

4.2 ‘CrisisRadar’ B.V. may have certain work carried out by third parties, unless this cannot reasonably be expected of ‘CrisisRadar’ B.V.

4.3 CrisisRadar B.V. may temporarily suspend the services for maintenance, modification or improvement. Where possible, this will take place outside office hours and the client will be notified in good time.

5 The customer’s obligations

5.1 The customer is responsible for the use of the services by users and shall ensure that they comply with the agreement and these terms and conditions.

5.2 The customer shall provide CrisisRadar B.V. with all information and cooperation reasonably necessary for the provision of the services.

5.3 The customer is responsible for the content of all messages and communications sent or received via the services.

5.4 The customer is not permitted to use the services for activities that contravene the law, public order or public decency.

6 Accounts and security

6.1 The customer is responsible for keeping users’ login details confidential and for all activities carried out under these accounts.

6.2 The customer shall immediately notify CrisisRadar B.V. of any (suspected) unauthorised use of an account or other security breach.

6.3 CrisisRadar B.V. shall not be liable for any loss or damage resulting from unauthorised use of accounts, unless this is due to a failure on the part of CrisisRadar B.V. to fulfil its security obligations.

7 Privacy and data processing

7.1 CrisisRadar B.V. processes personal data in accordance with its privacy policy, which is available on the website.

7.2 Insofar as CrisisRadar B.V. processes personal data on behalf of the customer, CrisisRadar B.V. acts as a data processor and the customer as a data controller within the meaning of the General Data Protection Regulation (AVG).

7.3 In that case, the parties shall enter into a data processing agreement setting out in detail the rights and obligations relating to the processing.

8 Intellectual Property Rights

8.1 All intellectual property rights in the services, the website and all related software, designs, documentation and materials are vested exclusively in CrisisRadar B.V. or its licensors.

8.2 The customer is granted only a non-exclusive, non-transferable right to use the services for the duration of the agreement.

8.3 The customer is not permitted to remove or alter any indications of intellectual property rights.

8.4 CrisisRadar B.V. shall indemnify the customer against any claims by third parties alleging that the services infringe their intellectual property rights, provided that the customer immediately informs CrisisRadar B.V. and leaves the handling of the matter entirely to CrisisRadar B.V.

9 Remuneration and payment

9.1 The customer is liable to pay the fee set out in the agreement for the use of the services.

9.2 All prices are exclusive of VAT and other government levies, unless otherwise stated.

9.3 CrisisRadar B.V. may index its prices annually on the basis of the Consumer Price Index (CPI) published by Statistics Netherlands (CBS).

9.4 Payment must be made within 30 days of the invoice date, unless otherwise agreed.

9.5 If the customer fails to pay on time, the customer shall owe statutory commercial interest on the outstanding amount without the need for a notice of default. If the customer remains in default after a notice of default has been served, the claim may be referred to a debt collection agency; in that case, the customer shall be liable for all judicial and extrajudicial costs in addition to the total amount.

10 Duration and termination

10.1 The agreement shall remain in force for the term specified therein. If no term is specified, the agreement shall remain in force for one year.

10.2 Unless otherwise specified, the agreement shall be tacitly renewed for the same period each time, unless a party gives written notice of termination with a notice period of three months prior to the end of the period.

10.3 Either party may terminate the agreement in whole or in part if the other party is in breach of its material obligations through its own fault and, following a proper written notice of default, fails to fulfil its obligations within 30 days.

10.4 CrisisRadar B.V. may terminate the agreement with immediate effect if the customer is declared bankrupt, applies for a moratorium on payments, or if a significant portion of the customer’s assets is seized.

10.5 Following termination, CrisisRadar B.V. shall keep the customer’s stored data available for a further 30 days, unless otherwise agreed. Thereafter, CrisisRadar B.V. may delete all data.

11 Liability

11.1 The total liability of CrisisRadar B.V. arising from an attributable breach or on any other grounds whatsoever is limited to compensation for direct loss up to a maximum of the amount paid by the customer to CrisisRadar B.V. in the twelve months prior to the event giving rise to the loss.

11.2 ‘Direct loss’ shall be understood to mean exclusively:

• reasonable costs incurred in ensuring that CrisisRadar B.V.’s performance complies with the agreement;
• reasonable costs incurred in determining the cause and extent of the damage, in so far as this relates to direct damage;
• reasonable costs incurred to prevent or limit damage, in so far as the customer demonstrates that these have led to a reduction in direct damage.

11.3 Liability for indirect damage, consequential damage, loss of profit, lost savings, reduced goodwill, business interruption, claims from the customer’s clients, and damage caused by prescribed items, materials, software or third-party suppliers is excluded.

11.4 These limitations shall not apply if and to the extent that the damage results from wilful misconduct or gross negligence on the part of CrisisRadar B.V. or its directors.

12 Force majeure

12.1 Neither party shall be obliged to fulfil any obligation if it is prevented from doing so by force majeure. Force majeure includes, but is not limited to: force majeure on the part of suppliers, defects in specified goods or third-party software, government measures, power and internet outages, war, industrial action, strikes, transport problems and the unavailability of staff.

12.2 If a force majeure situation lasts for more than 90 days, either party may terminate the agreement in writing. Any work already performed will then be settled on a pro rata basis.

13 Amendments to the terms and conditions

13.1 CrisisRadar B.V. may amend or supplement these general terms and conditions.

13.2 Amendments shall also apply to existing agreements 30 days after publication on the website or by email.

13.3 If the customer does not accept an amendment, they may terminate the contract with effect from the date on which the amended terms and conditions come into force.

14 Governing law and disputes

14.1 All legal relationships to which ‘CrisisRadar’ B.V. is a party shall be governed exclusively by Dutch law.

14.2 Disputes shall be submitted exclusively to the competent court in the district of Gelderland (Arnhem), unless otherwise required by mandatory provisions of law.

15 Miscellaneous provisions

15.1 The customer may not assign the rights and obligations arising from the agreement to a third party without the written consent of CrisisRadar B.V.

15.2 If any provision is void or is set aside, the remaining provisions shall remain in force. The parties shall then consult to agree on a replacement provision that approximates as closely as possible the purpose and intent of the original provision.