These Terms & Conditions apply to all License Agreements outside of Australia, New Zealand, India, United States of America and Canada.
ARTICLE 1. | DEFINITIONS
Primary user: the natural or legal person with whom VentaVid has concluded or intends to conclude an agreement.
User: the primary user and any other natural person who is entitled to use the software under the agreement and under the responsibility of the primary user.
Agreement: the agreement between the parties to which these general terms and conditions apply.
Software: all software madeavailable to the user in the context of the agreement from which the user acquires the non-exclusive right of use.
Web environment: the online facility on which the software is offered and which is exclusively accessible to the user through his password and username.
ARTICLE 2. | CONTENT OF THE AGREEMENT
The agreement allows for the use of the software at one location, the agreed prices apply per location. Use of the software is therefore only permitted at one location, unless explicitly agreed otherwise. If the User acts contrary to the provisions of the previous sentence, VentaVid is entitled to charge the price for the use of the software at multiple locations, asif the Primary user had signed up all locations where the software was or is being used before entering into the agreement.
The provisions of the previous paragraph do not affect the right of VentaVid to suspend and / or terminate the agreement in connection with a breach of the provisions of the previous paragraph in accordance with Article 6.
With a Venta subscription, the User can send texts, video, photos and / or other data which can be added in the predefined template by using an unique URL, to any third parties as a video message. The URL is restricted to the addressee of this message.
VentaVid only makes the template(s) available to the User. The User must provide the texts, videos, photos and other data (content) that must be added to the Software. VentaVid is not obliged to ascertain the content of the added content. The User is fully liable for the legality of the content added to the Software. The Primary user indemnifies VentaVid against all third-party claims in this regard.
VentaVid provides the Primary user with one or more usernames and passwords for access to the Web environment. The User is obliged to keep the username and password confidential for access to the Web environment. All actions performed on the User's account are attributed to the Primary user.
In the context of the "VentaLive" service, recordings of live videos can also be made, which can be stored for later display. In the event of such a recording, all individual users who participate simultaneously will be automatically informed on the screen that a recording is in progress. Recording can be stopped by any individual user, in which case recording will be stopped for all participating users.
Within the framework of the 'Approval Code' Module, work proposed by the User can be submitted to vehicle owners for approval. In that regard, the vehicle owner will receive a 6-digit verification code by email or SMS. By entering or not entering this verification code, the proposal, or a subset thereof selected and marked by the vehicle owner, is approved or rejected. VentaVid is not responsible nor liable for unintended approvals and rejections that have taken place through the Web environment. The Primary user indemnifies VentaVid against all claims from third parties in this respect.
All execution or delivery periods to which VentaVid has committed, are always indicative non-fatal periods. The stated implementation and delivery dates only commence when VentaVid has received all data required for the implementation of the agreement from the Primary user.
The Primary user is obliged to impose the obligations from these general terms and conditions on anyone who is entitled to use the Software and Web environment in the context of the Agreement. The Primary user is liable to VentaVid for acts contrary to these general terms and conditions by the Users.
ARTICLE 3. | ABUSE
The User shall notto break, remove or avoid any security in the Software or the Web environment.
The User shall not use any equipment or software that may disrupt the normal operation of the Software or Web environment, or that place a heavy burden on it, such as spreading viruses, worms etc.
The User is prohibited from sending unsolicited messages (SPAM) through the systems of VentaVid.
The User guarantees that all content added to the Web environment does not infringe the rights of third parties or any legal regulation.
Videos with violence or that incite violence, videos with hateful, discriminatory or otherwise inappropriate content, as well as videos with a political message may be removed by VentaVid without further consultation with the Primary user and without the Primary user claiming any compensation. The assessment of whether a video has the above characteristics lies solely with VentaVid.
VentaVid is authorised at all times to perform any actions that may be helpful in detecting or preventing suspected abuse.
If VentaVid suffers damages as a result of misuse by the User, this damage will be borne by the Primary user.
The Primary user is obliged to take adequate action against any misuse of the Software that has come to their knowledge by Users who use the Software under their responsibility, in the event of misuse to deny them access to the Software. The Primary user must also notify VentaVid of this abuse as soon as possible. VentaVid reserves the right to immediately terminate the Agreement in whole or in part if and insofar as misuse is assumed to have taken place, without the Primary user claiming a refund or remission of payments made by them or due payments.
ARTICLE 4. | MAINTENANCE OF THE SOFTWARE
VentaVid is at all times authorised to temporarily (partially) take the Software and / or Web environment out of use, if this is desirable with regard to maintenance, adjustment or improvement of the services, software, web space or servers of VentaVid, or third parties. Where possible VentaVid will advise (Primary)users of the pending maintenance as far in advance as possible.
The Primary user can never claim compensation for any damage as a result of accessibility limitations of the Software or Web environment.
Non-urgent maintenance work will be carried out as much as possible at times when the user will experience the least disturbance. VentaVid can never offer any guarantee in this respect.
ARTICLE 5. | FORCE MAJEURE
VentaVid shall not obliged to fulfill their obligations under the Agreement if and insofar as they are hindered by a circumstance that is beyond their control, nor by law, legal actor generally accepted standards.
If the force majeure situation continues or will continue for more than three months, both the Primary user and VentaVid are entitled to terminate the agreement with immediate effect.
The Primary user shall not be entitled to claim compensation for damage that has occurred as a result of force majeure. The Primary user is only entitled to a proportional refund of payments already made with regard to the period where force majeure was applicable and the Primary user was unable to use the Software and Web environment.
ARTICLE 6. | SUSPENSION AND TERMINATION
An infringement of the provisions of these general terms and conditions gives VentaVid the right to terminate the Agreement with immediate effect, unless the infringement does not justify termination of the Agreement due to its minor significance.
Furthermore, VentaVid is authorised to suspend the execution of the Agreement or to dissolve the Agreement with immediate effect, if after the signing of the Agreement VentaVid learns of circumstances that provide grounds to fear that the Primary user will not fulfil their obligations.
If the Primary user is in a state of bankruptcy, any seizure of their goods has been made or in cases where the Primary user cannot freely access their assets, VentaVid is entitled to terminate the Agreement with immediate effect, unless the Primary user has already provided adequate security for (due) payments.
Furthermore, VentaVid is entitled to terminate the Agreement if circumstances arise that are of such nature that fulfilment of the Agreement is impossible or unaltered upkeep cannot be expected.
The Primary user can never claim any form of compensation in connection with the right of suspension and termination exercised by VentaVid on the basis of this article.
If VentaVid terminates the Agreement on the basis of this article, all claims against the Primary user are immediately due and payable.
In the case that the Software is unavailable for use, or does not for the most part function correctly, for the majority of VentaVid customers for a period of at least 15 business days (according to Dutch work weeks and national holidays), the Primary user may terminate this Agreement by giving seven (7) days written notice.
ARTICLE 7. | PRICES AND PAYMENTS
All prices stated by VentaVid are exclusive of Value Added Tax / Sales Tax.
With every extension of the Agreement, VentaVid is entitled to change the agreed prices. In such a case, VentaVid will notify the Primary user of this in writing at the latest one month before the extension of the Agreement. In that case, the Primary user is entitled to terminate the Agreement, by means of written cancellation, up until the day that the Agreement is tacitly extended. The provisions in this Agreement regarding notice periods do not apply to the case as referred to in this paragraph.
Unless explicitly agreed otherwise, the Primary user owes the setup fees and subscription costs, including the agreed fixed monthly amounts per location, in advance. VentaVid is not obliged to implement the Agreement before the advance payment has been paid in full. In the case of a Venta50 subscription, the price per video message produced by the user beyond the 50 included, is payable monthly in arrears. In the case of the SMS Module, Approval Code Module and VentaLive, overage / over usage beyond that included in the monthly subscription of each service is payable monthly in arrears.
Payments are made by bank transfer or direct debit. If a transfer has been agreed, payments must be made within twenty one (21) days after the invoice date in the manner prescribed by VentaVid.
If direct debit has been agreed and one or more payments due cannot be collected automatically several times, the Primary user is obliged to pay the amount due by bank transfer in the manner prescribed by VentaVid. In that case, VentaVid is authorised to pass on reasonable administration costs to the Primary user.
If timely payment is not made, the default of the Primary user will be legally effective. From the moment that the default occurs, the Primary user owes an interest of 1% per month on the outstanding amount, with part of a month being considered as a whole month. This interest is calculated up to and including the day that the outstanding amount, including interest, is paid in full. The performance of VentaVid's obligations under this Agreement is conditioned upon the timely payment by the Primary user of all amounts due pursuant to this Agreement.
All reasonable costs for obtaining amounts owed by the Primary user are for their account. The extrajudicial collection costs are calculated in accordance with the Collection Costs Act, in Dutch known as the Wet Incassokosten (WIK).
ARTICLE 8. | LIABILITY AND DISCLAIMER
The User can independently add content to the Software. VentaVid is unable to ascertain the content. The Primary user is therefore fully responsible for the content and legitimacy of the content added by Users to the Software and indemnifies VentaVid from all third party claims in this regard, including claims in relation to copyright or other intellectual property rights of these third parties.
VentaVid is solely responsible for the presence of functionalities within the Software that are explicitly stated in the offer. The absence of functionalities not explicitly mentioned cannot be regarded as a shortcoming of VentaVid and does not give the Primary user the right to terminate the Agreement, or to compensation.
VentaVid strives to make the Software work on all internet browsers, but it is possible that the Software does not work equally well on all internet browsers. Any liability of VentaVid in this regard is excluded.
If VentaVid should be liable for any damage, that liability is, without prejudice to the provisions of Article 5, limited to compensation for direct damage suffered by the Primary user. VentaVid is never liable for indirect damage, including loss of profit, loss suffered and damage as a result of business interruption. Direct damage is exclusively understood to mean: a. the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions; b. any reasonable costs incurred to have VentaVid's defective performance comply with the Agreement, insofar as these can be attributed to VentaVid; c. reasonable costs incurred to prevent or limit damage, insofar that the Primary user demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.
The possible liability of VentaVid is, in any case, limited to the invoice value of the Agreement, to that part of the Agreement to which the liability of VentaVid relates.
All claims and defenses against VentaVid expire after one year.
Barring intent and deliberate recklessness on the part of VentaVid, the Primary user indemnifies VentaVid against all claims from third parties, for whatever reason, with regard to compensation for damage, costs or interest, related to the Software and other services provided by VentaVid.
ARTICLE 9. | INTELLECTUAL PROPERTY AND CONFIDENTIALITY
VentaVid reserves the intellectual property at all times on the Web environment and all Software manufactured and / or made available by it.
VentaVid will never claim ownership of the data that Users have added to the Software. After termination of the Agreement, VentaVid is entitled to delete data entered by the User insofar as it follows from the Agreement that this data is permanently stored on the systems of VentaVid. Before proceeding with this, VentaVid will give the Primary user the opportunity to appropriate this data to the extent that the Primary user does not reasonably have access to this data from other sources.
VentaVid is permitted to take measures at the technical level to protect the Software and Web environment. This protection must prevent misuse or otherwise unlawful use of the Software.
VentaVid will never disclose confidential information of the User to unauthorised third parties, unless the User has explicitly given their permission for the disclosure of this information. Confidential information means information that could reasonably be assumed to be confidential in nature.
ARTICLE 10. | FINAL PROVISIONS
Every agreement and all legal relationships between VentaVid and the Primary user arising therefrom are exclusively governed by Dutch law.
Before appealing to the courts, the parties are obliged to make every effort to resolve the dispute in mutual consultation.
Only the competent court within the district of the location of VentaVid is designated to take cognizance of disputes.
