Article 1. Definitions and terms 

DataChecker BV: The private company with limited liability DataChecker BV, located at Industrieweg 15, 3641 RK, Mijdrecht (Chamber of Commerce number 59052872), the user of these general terms and conditions. 

Customer: The counterparty of DataChecker BV that enters into an Agreement with it.  

Agreement: The agreement for the provision and verification of information about individuals and companies as set out in an (electronic) document agreed upon by both parties and any documents that may be declared applicable therein, such as an SLA and a Processing Agreement. 

Activities: The provision of services, advice and/or delivery of goods, without any subordination and outside an employment relationship, all in the broadest sense of the word and as stated in the Agreement. 

Supplier:  The supplier of DataChecker BV that is used in the execution of the Service. 

Account: The username and password that gives Customer access to the DataChecker BV system. 

Service: The specific service that DataChecker BV agrees with Customer and is stated in the Agreement. 
Login procedure: The procedure prescribed by DataChecker BV to enable Customer to access the Service. 

Written: In addition to writing, also by e-mail and other forms of electronic communication, provided that the identity and integrity of the (sender of the) e-mail is sufficiently established. 

Conditions: These general terms and conditions 


Article 2. Applicability of Conditions 

1. The Terms and Conditions apply to every offer, quotation and Agreement between DataChecker BV and a Customer to which DataChecker BV has declared these Terms and Conditions applicable. Concluding an Agreement with DataChecker BV implies that Customer unconditionally accepts the applicability of these Terms and Conditions. 
2. The Terms and Conditions also apply to Agreements with DataChecker BV, for the execution of which DataChecker BV must involve third parties. 
3. Any deviations from the Conditions shall only be valid if expressly agreed in Writing and shall only apply to the specific Agreement to which the deviations relate. 
4. If one or more provisions in these Terms and Conditions are at any time wholly or partially null and void or are annulled, the remainder of these Terms and Conditions shall remain fully applicable. DataChecker BV and Customer shall then enter into consultations to agree on new provisions to replace the null and void or annulled provisions, whereby the purpose and scope of the original provisions shall be taken into account as much as possible. 
5. The applicability of any purchasing or other conditions of the Customer is expressly rejected. 
6. In the event that these Terms and Conditions and the Agreement contain conflicting provisions, the provisions contained in the Agreement shall apply. 
7. Additional conditions may apply when performing the Service, for example from the Supplier. These will then be made available to the Customer by DataChecker BV in a timely manner. Use of the Service is deemed to be acceptance of these additional conditions. 
8. If there is any ambiguity regarding the interpretation of one or more provisions of these terms and conditions, the interpretation should be in accordance with the spirit of these provisions. 
9. If a situation arises between the parties that is not covered by these Terms and Conditions, this situation must be assessed ‘in the spirit’ of these Terms and Conditions. 
10. DataChecker BV reserves the right to change or supplement these Terms and Conditions. Changes therefore also apply to Agreements already concluded. 

Article 3. Offer 

1. The quotations and offers made by DataChecker BV are without obligation and valid for fourteen (14) days after dispatch by DataChecker BV, unless otherwise stated in the quotation. 
2. All quotations and offers are based on the data provided by the Customer. In the event of proven inaccuracy or incompleteness thereof, the Customer cannot derive any rights from a (accepted) quotation or offer with respect to DataChecker BV. 
3. DataChecker BV cannot be held to its quotations or offers if the Customer could reasonably understand that the quotations or offers, or a part thereof, contain an obvious error or mistake. 
4. The prices stated in a quotation or offer are in euros and exclusive of VAT and other government levies, any costs to be incurred under the Agreement, including installation, travel and accommodation, shipping and administration costs, unless otherwise stated. 
5. DataChecker BV has the right to refuse a Customer without giving reasons. 

Article 4. Establishment of Agreement 

1. An Agreement will only be concluded when DataChecker BV has accepted or confirmed an order or assignment in writing. 
2. The Agreement must be signed by a legally authorized representative of Customer. 
3. Additions and amendments to the Agreement may only and exclusively be made in Writing. 
4. Customer is not entitled to sell and/or transfer the rights and/or obligations under the Agreement to a third party. 

Article 5. Execution of the Agreement 

1. All Services of DataChecker BV are performed on the basis of a best efforts obligation unless and to the extent that DataChecker BV has expressly promised a result in the written Agreement and the result in question has also been described with sufficient certainty. 
2. After the Agreement has been concluded, DataChecker BV will perform the Service as soon as possible in accordance with the offer, taking into account reasonable wishes of the Customer. If prices for certain parts of the Service must be paid in advance, DataChecker BV is not obliged to deliver these parts before these prices have been paid. 
3. If and to the extent that proper performance of the Agreement requires this, DataChecker BV has the right to have certain Activities performed by assistants and third parties. The applicability of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded. When engaging third parties, DataChecker BV will exercise due care. 
4. The Client shall ensure that all data that DataChecker BV indicates is necessary or that the Client reasonably should understand is necessary for the performance of the Agreement, are provided to DataChecker BV in a timely manner. The performance period shall not commence until the Client has made the data available to DataChecker BV. 
5. The Customer shall follow the instructions/instructions of DataChecker BV regarding the delivery of the Service. 
6. In the event that DataChecker BV employees perform Work on the Client’s premises, the Client shall provide the facilities reasonably desired by those employees free of charge, such as a workspace with computer, data and telecommunications facilities. The workspace and facilities shall meet all statutory and otherwise applicable requirements regarding working conditions. 
7. Client indemnifies DataChecker BV against claims from third parties, including employees of DataChecker BV, who suffer damage in connection with the performance of the Agreement as a result of actions or omissions by Client or of unsafe situations in its organization. Client will inform employees deployed by DataChecker BV of the house and security rules applicable within its organization before the commencement of the Activities. 
8. If computer, data or telecommunication facilities, including the internet, are used in the performance of the Agreement, Customer is responsible for the correct choice of the resources required for this and for the timely and complete availability thereof, except for those facilities that are under the direct use and management of DataChecker BV. DataChecker BV is never liable for damage or costs due to transmission errors, malfunctions or unavailability of these facilities, unless Customer proves that this damage or costs are the result of intent or deliberate recklessness on the part of the management of DataChecker BV. 
9. Unless otherwise agreed, the Customer is responsible for the use of the Service and the manner in which the results of the Service are used. The Customer is also responsible for the instruction to and the use by users, regardless of whether these users are in a relationship of authority with the Customer. 
10. DataChecker BV has the right to (temporarily) disable the Service and/or limit its use, or not to provide it or to provide it only to a limited extent, if the Customer fails to fulfil an obligation towards DataChecker BV in connection with the Agreement. 

Article 6. Account 

1. If agreed, DataChecker BV will provide the Customer with an administrative username and password. With this information, the Customer has access to a customer portal with which the Customer can manage the delivery of the Service at its own discretion.  
2. The Customer is responsible for maintaining the confidentiality of his Account and must keep the information contained therein up to date. 
3. Without the permission of DataChecker BV, the Customer is prohibited from making the user name or Accounts created by DataChecker BV available to third parties, or from using them for purposes other than those stated. 
4. Any action performed by means of the administrative Account, the customer portal, a management tool or an Account of an individual user is deemed to take place under the responsibility and risk of Customer. In the event of a suspicion of abuse of an Account, Customer must report this to DataChecker BV as soon as possible so that they can take measures. 
5. The Customer is not permitted to transfer his or her Account, or other rights arising from the Agreement, to third parties or to allow third parties to use it, unless DataChecker BV has given express written permission to do so. 
6. DataChecker BV is entitled to make changes to the Log-in procedure, the Account, the e-mail addresses and the IP addresses at any time, without this giving rise to any right to compensation from the Customer towards DataChecker BV. If this occurs, DataChecker BV will inform the Customer of the changes as soon as possible.  

Article 7. Delivery and terms 

1. DataChecker BV will make reasonable efforts to observe final (delivery) terms and final (completion) dates as much as possible. DataChecker BV is not bound to a final (delivery) term or (completion) date that can no longer be met due to circumstances beyond its control that occurred after the Agreement was concluded. Nor is DataChecker BV bound to a final (delivery) date or (delivery) term if the parties have agreed on a change to the content or scope of the Agreement (additional work, change of specifications, etc.) or a change to the approach to the execution of the Agreement. If there is a risk of exceeding any term, DataChecker BV and the Customer will consult to discuss the consequences of the exceedance for the further planning. 
2. The mere exceeding of a delivery term or (completion) date, whether or not final, stated by DataChecker BV or agreed between the parties does not put DataChecker BV in default. 
3. If DataChecker BV is unexpectedly unable to meet its obligations within an agreed delivery time, DataChecker BV can only be given written notice of default, in which case DataChecker BV will be granted a period of at least fourteen (14) days to meet its obligations. 
4. Credits; if Customer is eligible for credits due to the use of the Service, these can only be used (deployed) during the term of the Agreement. After the end of the Agreement, any unused credits will expire and Customer will not be entitled to payment thereof. 

Article 8. Changes and additional/reduced work 

1. If DataChecker BV has performed Activities or other services at the request or with the prior consent of the Client that fall outside the content or scope of the agreed Activities and/or services, these Activities or services will be reimbursed by the Client to DataChecker BV according to the agreed rates and, in the absence thereof, according to the usual rates of DataChecker BV. DataChecker BV is not obliged to comply with such a request and may require that a separate Agreement be concluded for this purpose. In any case, settlement of additional work will take place:
           a) when extending the assignment;
           b) in the event of changes to the Service;
           c) in the cases as determined in these Terms and Conditions. 
2. The absence of a Written order for additional work does not affect DataChecker BV’s claims for settlement thereof. Any less work will never give rise to a claim for reimbursement of prepaid amounts.   
   
   

Article 9. Electronic communications 

1. Customer and DataChecker BV expressly agree that by using electronic forms of communication a valid Agreement is concluded, as soon as the conditions in article 4 have been met. In particular, the absence of a regular signature does not affect the binding force of the offer and its acceptance. 
2. Communication between Customer and DataChecker BV can therefore take place electronically, unless otherwise stated in Agreements with Customer, in these terms and conditions or in law. The version of the relevant communication stored by DataChecker BV shall be deemed to be proof thereof, unless Customer provides proof to the contrary. 
3. Electronic communication by DataChecker BV to Customer is deemed to have been received by Customer on the day of dispatch, unless Customer proves otherwise. Insofar as the communication is not received as a result of delivery and/or accessibility problems with regard to Customer’s e-mail box, this is at the Customer’s risk, even if the e-mail box is housed with a third party. 
4. DataChecker BV is not liable for any misunderstandings, mutilations, delays or improper receipt of orders and communications resulting from the use of the internet or any other means of communication in the traffic between Customer and DataChecker BV, or between DataChecker BV and third parties, insofar as this relates to the relationship between Customer and DataChecker BV, unless and insofar as there is intent or gross negligence on the part of DataChecker BV. 
5. Due to the dependency on the internet and given its uncertain and sometimes unstable nature, it is possible that the DataChecker BV website is not always accessible. DataChecker BV is never liable for this. 

Article 10. Execution of Service 

1. DataChecker BV has the right to temporarily disable the Service or parts thereof for the purpose of maintenance, adjustment or improvement thereof. DataChecker BV strives to have such a disablement take place outside office hours as much as possible and will – to the extent possible – make every effort to inform the Customer in a timely manner of the planned disablement. However, DataChecker BV is never liable for compensation for damage in connection with such a disablement. 
2. If an adjustment leads to a significant change in functionality, DataChecker BV will make every effort to inform the Customer thereof in a timely manner. In the event of adjustments that are relevant to the operation of the Service and therefore to the majority of customers, it is not possible to waive a specific adjustment for a single Customer. DataChecker BV is not obliged to pay any compensation for damage caused by such adjustments. 
3. Unless Customer has entered into a separate Backup Agreement with DataChecker BV, DataChecker BV is not obliged to make backup copies of data stored by Customer on DataChecker BV systems. It is the sole responsibility of Customer to make backup copies of its data. 
4. DataChecker BV will make every effort to ensure that Customer can use the networks that are directly or indirectly connected to the DataChecker BV network. However, DataChecker BV cannot guarantee that these networks will be available at any time. The use of third-party networks may be subject to legal and contractual conditions. DataChecker BV will make every effort to inform Customer of this in a timely manner. 

Article 11. Disruptions and Service Level Agreement (SLA)  

1. Agreements regarding the service level of the Service are always only explicitly agreed in writing in the Agreement. If agreed in writing between the parties, the Customer can report a malfunction to DataChecker BV in the manner determined by DataChecker BV. In that case, DataChecker BV will make every effort to resolve the malfunction in accordance with the agreements in the Agreement applicable between the parties. If, in the opinion of DataChecker BV, the Customer’s cooperation is necessary or desirable for the investigation of a malfunction, the Customer will provide all cooperation deemed useful, necessary or desirable by DataChecker BV. 
2. DataChecker BV is entitled to charge costs if the malfunction is related to careless or improper use by the Customer or failure to comply with instructions for use. 
3. In the event of any conflict with these Terms and Conditions, the special provisions in the SLA shall prevail. 

Article 12. Processor Agreement  

1. In the context of applicable privacy legislation, DataChecker BV will enter into a processing agreement with the Customer. 

Article 13. General Data Protection Regulation 

1. Each party shall, in connection with the provision or use of the Service (as the case may be), at all times comply with all laws, regulations and other rules of equivalent force, including (in particular) all obligations arising from the General Data Protection Regulation and related regulations applicable to that party. 
2. DataChecker BV shall not be required to change, modify and/or improve the outcomes of the Service as a result of the provision of paragraph 1 of this article, other than where specifically agreed with the Customer or where DataChecker BV, in its reasonable opinion, considers such change, modification and/or improvement to be of essential importance to the continued use of its Service by its customers and in general. 
3. Customer has obligations towards third parties under the legislation regarding the processing of personal data, such as the obligation to provide information, as well as to provide access to, correct and delete personal data of data subjects. The responsibility for compliance with these obligations rests entirely and exclusively with Customer. The parties agree that if the Service is used for this purpose, DataChecker BV is the ‘processor’ within the meaning of the General Data Protection Regulation with regard to the processing of personal data. 
4. DataChecker BV will (in all cases in which it acts as processor) only process personal data in accordance with the instructions of the Customer. The Customer is deemed to have instructed DataChecker BV to process the personal data in such a way as necessary for the provision of the Service. 
5. The Customer guarantees that the processing of the personal data that the Customer makes available to DataChecker BV meets the requirements of Articles 8 and 33 of the GDPR. 
6. In order to protect the integrity of data used in connection with the Service, Customer will adhere to DataChecker BV’s reasonable instructions and guidelines regarding data security. In addition, Customer will not copy, interfere with, or use in any unauthorized or improper manner any digital certificates, web certificates, or other security measures provided by DataChecker BV; 
7. Each party warrants that it will take appropriate technical and organizational measures against unauthorized or unlawful processing of personal data and against the destruction, loss or damage of personal data of the other party. 
8. Each party shall permit the other party (upon reasonable notice and during business hours) to audit the first party’s compliance with its obligations under the Agreement with respect to the use of the Service. The party conducting the audit shall:
           a) Comply with the other party’s procedures relating to the security and confidentiality of confidential information about the other party’s customers;
           b) Take all reasonable steps to minimize disruption to the other party’s business operations during any such audit. 
9. If, as a result of changes in laws, regulations, codes of conduct or other rules of equivalent force, (including any reasonable interpretation thereof), or any change (including termination) of any license (right to use data or other materials of third parties such as Supplier) held by DataChecker BV, DataChecker BV considers that in its reasonable view it is no longer possible or commercially viable for DataChecker BV to continue to provide the Service, DataChecker BV shall have the right:
           a) to modify the relevant Service to the extent necessary to implement such changes;
           b) to terminate the Agreement relating to that Service without being liable for any damages. 
10. In exercising its rights under the preceding paragraph, DataChecker BV will consult with the Customer and act reasonably consistent with its treatment of its other customers. 
11. The Customer shall indemnify DataChecker BV against all claims by third parties against DataChecker BV which are the result of the Customer’s failure to (fully) comply with the provisions of this article. 

Article 14. Prices, security and terms 

1. All prices are exclusive of sales tax (VAT) and other levies imposed or to be imposed by the government, unless otherwise stated. Unless otherwise agreed, all prices are always in euros and the Customer must make all payments in euros. 
2. To the extent that the agreed fees are related to a specific period and are not due for an entire period, DataChecker BV may charge a pro rata amount per calendar day. 
3. DataChecker BV is entitled to request advance payment and/or security from the Customer in the event of an Agreement. 
4. In the event of periodically due amounts to be paid by the Customer, DataChecker BV is entitled, unless expressly agreed otherwise in writing, to adjust the applicable prices and rates per quarter on the first day of that quarter, provided that DataChecker BV has notified the Customer in writing of the intended adjustment no later than thirty (30) days before the start of the quarter in question. If DataChecker BV wishes to reduce the applicable prices and rates, DataChecker BV is entitled to implement this reduction immediately. 
5. If DataChecker BV has entered into an Agreement on behalf of the Customer with a third party such as a Supplier and that third party increases its rates, DataChecker BV is entitled to implement that rate increase immediately. 
6. DataChecker BV is permitted to increase prices annually, in all reasonableness based on market developments.  

Article 15. Payments 

1. DataChecker BV may require that certain Services be paid by direct debit. Customer must authorize DataChecker BV to do so. 
2. All invoices have a payment term of fourteen (14) days or within the term stated on the invoice. 
3. Customer agrees to electronic invoicing by DataChecker BV. 
4. The Customer’s payment obligation commences on the day the Agreement is concluded. The payment relates to the period from the actual provision of the Service. 
5. If direct debit has been agreed, the Customer must ensure that there is sufficient balance on the relevant account. If the direct debit has not been successful, the Customer will be notified and DataChecker BV will have the right to charge the Customer an amount of € 25,00 in administration costs. 
6. After the payment term has expired, the Customer is legally in default and DataChecker BV is entitled to take collection measures. In addition, DataChecker BV also has the right to terminate or suspend the performance of the Agreement or any part thereof that has not yet been performed without notice of default or judicial intervention, without the right to compensation for damage that the Customer may incur as a result. 
7. For sending (electronic) reminders/reminders, DataChecker BV is entitled to charge an amount of € 15,00 per reminder/reminder. 
8. The Customer is never entitled to offset the amount owed by him to DataChecker BV. Objections to the amount of an invoice do not suspend the payment obligation. The Customer is also not entitled to suspend the payment of an invoice. 
9. DataChecker BV has the right to apply payments made by the Customer first to reduce costs, and then to reduce accrued interest. 
10. If the Customer fails to pay an invoice on time and/or in full, the Customer will be in default by operation of law. The Customer will then owe interest of 1,5% per month or part of a month, unless the statutory (commercial) interest is higher, in which case the statutory (commercial) interest will be owed. The interest on the amount due will be calculated from the moment the Customer is in default until the moment of payment of the full amount due. 
11. If the Customer is in default or in breach of his obligations (in a timely manner), all reasonable costs incurred to obtain satisfaction out of court shall be borne by the Customer. The extrajudicial costs amount to 15% of the outstanding amount with a minimum of €75,00. 

Article 16. Duration and termination of Agreements 

1. The Agreement is entered into for a period as agreed by the parties. If no specific term is agreed, a duration of one (1) year applies. 
2. The term of the Agreement will be tacitly extended each time for the duration of the original period, but not for longer than one (1) year, unless the Customer or DataChecker BV terminates the Agreement in writing with due observance of a notice period of two (2) months before the end of the relevant contract period. 
3. Any termination or cancellation by Customer must be done in Writing, including an (electronic) signature that sufficiently guarantees the authenticity and integrity of the cancellation. DataChecker BV has the right to refuse the cancellation if DataChecker BV does not consider the cancellation to be sufficiently reliable or complete. 
4. DataChecker BV has the right to terminate the Agreement without notice of default or judicial intervention with immediate effect if the Customer has been placed under guardianship or declared bankrupt, has applied for or obtained a suspension of payments or has otherwise lost the free management of its assets and/or powers. In this case, the Customer has no right to any compensation in any way or on any grounds whatsoever. 
5. If a Service cannot be provided by DataChecker BV for any reason, DataChecker BV has the right to terminate the Agreement on this basis, without being liable for any damages. 
6. DataChecker BV may terminate the Agreement with immediate effect if the Customer fails to fulfil one or more of its obligations towards DataChecker BV, fails to fulfil them properly or fails to fulfil them in full or acts in violation thereof. 
7. DataChecker BV is authorized to suspend the fulfillment of the obligations or to terminate the Agreement if:
           a) Customer fails to fulfil the obligations under the Agreement and/or these Terms and Conditions, fails to fulfil them in full or fails to fulfil them on time;
           b) circumstances that have come to the attention of DataChecker BV after the conclusion of the Agreement give good reason to fear that the Customer will not fulfil its obligations;
           c) if the Customer has been requested to provide security for the fulfilment of its obligations under the Agreement upon conclusion of the Agreement and this security is not provided or is insufficient;
           d) if, due to the delay on the part of the Customer, DataChecker BV can no longer be required to fulfil the Agreement under the originally agreed conditions. 
8. If the Agreement is terminated, DataChecker BV’s claims against the Customer shall become immediately due and payable. 
9. In the event of cancellation, termination or dissolution for whatever reason, DataChecker BV is entitled to delete or make inaccessible all stored data and to close all Customer Accounts immediately after the date on which the Agreement expires. DataChecker BV is not obliged to provide Customer with a copy of this data in that case. 

Article 17. Liability 

1. The total liability of DataChecker BV due to attributable failure to comply with the Agreement (including a failure to comply with any warranty obligation agreed with the Customer), due to termination of the Agreement, due to an unlawful act or on any legal grounds whatsoever is always limited to the compensation that DataChecker BV has received in the context of the Agreement. For Agreements with a duration of more than six (6) months, the total liability of DataChecker BV is limited to a maximum of the compensation paid by the Customer to DataChecker BV over the last six (6) months. 
2. Furthermore, the liability of DataChecker BV is limited in total to the amount paid out in the relevant case under the business liability insurance taken out, if there is cover, plus the amount of the deductible. 
3. If DataChecker BV is liable, it is only liable for direct damage. Direct damage is exclusively understood to mean:
           a) Reasonable costs incurred by the Customer to have DataChecker BV’s performance comply with the Agreement; however, this replacement damage will not be reimbursed if the Agreement is terminated by or at the request of the Customer;
           b) Reasonable costs incurred by the Customer to determine the cause and extent of the direct damage;
           c) Reasonable costs incurred to prevent or limit direct damage, to the extent that the Customer demonstrates that these costs have led to a limitation of direct damage within the meaning of these conditions. DataChecker BV is not liable for any other direct, indirect and/or consequential damage (including but not limited to lost profits, business stagnation costs, loss of relationships, damage resulting from, among other things, any delay, loss of data, goodwill, exceeding a delivery term and/or defects found) than direct damage suffered by the Customer as referred to in this article. 
4. The limitations of liability of DataChecker BV included in this article do not apply in the event of gross negligence or intent on the part of DataChecker BV or its managers. 
5. DataChecker BV accepts no liability for the consequences of not being able to send, receive, store or modify data if an agreed limit for storage space or data traffic has been reached.  
6. Customer accepts that DataChecker BV is not liable for any damage suffered by Customer as a result of Customer or third parties being unable to access the internet and/or (web) applications functioning via the internet. 
7. Unless otherwise provided in the Agreement, any rights of claim and other powers of the Customer against DataChecker BV on any grounds whatsoever shall in any case expire after one (1) year from the moment at which a fact occurs that allows the Customer to exercise these rights and/or powers against DataChecker BV. 

Article 18. Force majeure 

1. Force majeure in relation to the Agreement is understood to mean everything that is understood in this area in law and case law. 
2. DataChecker BV is not bound by its obligations under the Agreement if compliance has become impossible due to force majeure. The Agreement may then be terminated in accordance with the provisions of this article. 
3. In any case, this circumstance also includes, but is not limited to: government-imposed obligations that have consequences for the provision of services via the internet, disruptions or failures of the internet, the telecommunications infrastructure, power failures, internal unrest, mobilization, war, disruption of transport, strikes, exclusion, business disruptions, stagnation in supply, fire, flooding as well as import and export restrictions. Force majeure also includes the event that DataChecker BV is unable to deliver due to its own DataChecker BV, regardless of the reason, as a result of which compliance with the Agreement cannot reasonably be expected of DataChecker BV. 
4. Force majeure also includes force majeure on the part of the Supplier. 
5. DataChecker BV may suspend the obligations under the Agreement for the duration of the force majeure. If this period lasts longer than two (2) months, either party shall be entitled to terminate the Agreement without any obligation to pay damages to the other party. 
6. To the extent that DataChecker BV has already partially fulfilled its obligations under the Agreement at the time of the occurrence of force majeure or will be able to fulfil them, and the part that has been fulfilled or is yet to be fulfilled has an independent value, DataChecker BV is entitled to invoice the part that has already been fulfilled or is yet to be fulfilled separately. The Customer is obliged to pay this invoice as if there were a separate Agreement. 

Article 19. Guarantees 

1. Customer understands and accepts that the Service uses data provided to DataChecker BV by third parties or otherwise publicly available and that DataChecker BV is unable to check or verify the accuracy and/or completeness of such data. 
2. The Customer accepts that the accuracy and usability of the DataChecker BV Service and the data generated thereby are a snapshot. 
3. DataChecker BV makes no warranty or representation that the use by the Customer of the Service using indicative and/or predictive systems or data models or techniques will yield any specific result for the Customer. The Customer accepts that the Service is not intended to be used as the sole basis for any business decision of the Customer and/or Additional Users. 
4. The warranties expressly set out in the Agreement are the only warranties the parties give to each other in relation to the subject matter of the Agreement. All other warranties, representations or conditions of similar force, whether or not arising by statute, are excluded to the fullest extent permitted by law. 
5. Complaints about invoices must be submitted in writing within fourteen (14) days of the invoice date. 

Article 20. Confidentiality and secrecy 

1. Parties shall maintain confidentiality with respect to confidential and/or commercially sensitive information provided by the other party during the formation and duration of the Agreement. This obligation shall continue after the termination of the Agreement. 
2. Parties shall not disclose any confidential and/or commercially sensitive information without the prior written consent of the other party. 
3. Parties shall take reasonable steps with respect to personnel, agencies, agents or third parties to ensure such confidentiality. 
4. The above confidentiality obligations do not exist if and to the extent that:
           a) a party is required to make disclosure by virtue of a statutory provision or an authorised order issued by a government authority;
           b) the information is part of the public domain and is generally known at the time of disclosure;
           c) at the time of disclosure to the other party, this information was already in the possession of that party, or was developed independently by that party, without using the information provided. 
   
   

Article 21. Intellectual ownership 

1. All intellectual and industrial property rights to the Software, Websites, data files or Services provided by DataChecker BV developed or made available under the Agreement, shall rest exclusively with DataChecker BV or its Suppliers or third parties. Customer shall only obtain the rights of use that are expressly granted in these Terms and Conditions and the law. Any other or further right of Customer to reproduce Software, Websites, data files or other materials is excluded. A right of use to which Customer is entitled is non-exclusive and non-transferable by Customer to third parties. 
2. The source code of developed Software will only be made available to the Customer if this has been expressly agreed in writing or if this is necessary in connection with third-party licensing provisions. 
3. Customer is not permitted to remove or change any indication concerning the confidential nature or concerning copyrights, trademarks, trade names or other intellectual or industrial property rights from the Software, Websites, data files, Hardware/Software or materials. 
4. DataChecker BV reserves all rights with regard to the intellectual property associated with the items it uses or has used in the performance of the Agreement. 
5. The Customer is not permitted to provide these items to third parties, other than for the purpose of obtaining an expert opinion on the Activities of DataChecker BV. 
6. In the event of a violation of the provisions of this article, Customer shall forfeit a fine of EUR 15.000,00 (fifteen thousand euros) for each violation or for each day, including part of a day, up to a maximum of EUR 500.000,00 (five hundred thousand euros), without prejudice to any other rights that DataChecker BV may assert. 
7. If any intellectual property right in Software is transferred from DataChecker BV to Customer, DataChecker BV retains an unlimited and perpetual license to use the Software and components thereof in its business operations and to deliver it to others. 
8. DataChecker BV reserves the right at all times to use the knowledge acquired through the performance of the Agreement for the benefit of other customers, provided that no information from the Customer becomes available to third parties in violation of confidentiality obligations. 
9. Nothing in the foregoing may be interpreted or applied in a manner that conflicts with a provision of licenses, such as open source licenses, on software from Suppliers or third parties that are part of the Software developed by DataChecker BV. If these licenses entail obligations for the Software developed by DataChecker BV, these obligations take precedence over the provisions of this article.
   
   

Article 22. Applicable law and Conditions 

1. All Agreements between Customer and DataChecker BV are exclusively governed by Dutch law. Any applicability of the Vienna Sales Convention is excluded. 
2. All disputes relating to or arising from the interpretation and/or performance of the Agreement shall be settled by the Central Netherlands Court. 
3. The Terms and Conditions can be consulted and saved via the DataChecker BV website. 
4. The Dutch text of the Terms and Conditions shall always be decisive for their interpretation.