PART I TERMS OF SERVICE
Below are the Terms of Service that apply to the products and services available through Meritable.
1.Who is Meritable?
1.1 Meritable Services B.V. is a private company with limited liability, with its registered office and address in The Hague at Koningin Julianaplein 10 (1st floor), 2595 AA, registered with the Chamber of Commerce under number: 67793568 and VAT identification number: NL857176006B01, incorporated under Dutch law (hereinafter referred to as “Meritable”), and develops and provides applications and technology aimed at providing business services, including procurement and legal services for governmental organizations, companies and natural persons exercising a profession.
Phone number on workdays: +31 (0) 708 918 475 (09:00 – 17:00 hours, Amsterdam time)
E-mail sales questions: firstname.lastname@example.org
Email service questions: email@example.com
1.2 If You have any questions or comments on these Terms of Service please contact us at: firstname.lastname@example.org
- What are these Terms of Service for?
2.1 In these Terms of Service, You can read, among other things, what You can expect from Meritable and what we expect from You. Please read these Terms of Service carefully as they form a contract between You and Meritable and govern the use of and access to Meritable’s Websites, Apps and/or Service(s) by You.
2.2 If You are entering into these Terms of Service on behalf of a company, organization or another legal entity, You are agreeing to these Terms of Service for that company, organization or legal entity and representing to Meritable that You have the authority to bind such company, organization or legal entity to these Terms of Service, If You do not have such authority, or if You do not agree with these Terms of Service, You must not accept these Terms of Service and may not access or use the Meritable Websites, Apps and/or Service(s).
- Which Terms of Service apply to the Service(s)?
Part I: Terms of Service
3.1 These Terms and Service apply to every offer or quotation from Meritable and to every Agreement and order between You and Meritable.
3.2 For some parts of our Websites, Apps and/or Service(s), such as the Support Subscriptions Deal Desk and Legal Support Desk, as well as the Meritable Legal Forms, Legal Consultancy Services, Procurement Consultancy Services and Procurement Outsourcing Services, additional conditions apply, together with these Terms of Service, which are described in separate parts of these Terms of Service.
Part II: Support Subscriptions
3.3 The following terms and conditions apply to the Support Subscriptions Deal Desk and Legal Support Desk:
– Procurement support: Deal Desk Subscription, including these Terms of Service;
– Legal support: Legal Support Desk Subscription, including these Terms of Service.
Part III: Self-Service: Meritable Legal Forms
3.4 The following terms and conditions apply to the Self-Service offering: Meritable Legal Forms: Self-service Agreement for Meritable Legal Forms, including these Terms of Service. The Contract Drafting Services provide You with tailor-made contracts under the terms and conditions of the Consultancy Services.
Part IV: Consultancy Services
3.5 The following terms and conditions apply to Consultancy Services: Consultancy Services Agreement, including these Terms of Service.
Part V: Outsourcing Services
3.6 The following terms and conditions apply to procurement outsourcing solutions: Procurement Outsourcing Services Agreement, including these Terms of Service.
- Definitions used in these Terms of Service
4.1 “Apps”: (mobile) application for the use of the Websites and/or Service(s);4.2 “Client”, “You”, or “Your” or related capitalized terms used herein: the governmental organization, the natural or legal person, acting in the exercise of a profession or business and entering into an Agreement for the provision of Services with Meritable in accordance with these Terms of Service;4.3 “Consultancy Service(s)”: the advisory services as specified in the Agreement concluded between the Client and Meritable;4.4 “Service(s)”: The Service(s) as specified in the Agreement concluded between the Client and Meritable;4.5 “Affiliates”: all current or former, direct or indirect subordinate or non-subordinate, (seconded) employee, director, commissioner, supplier, consultant, shareholder and/or business partner of Meritable Services B.V. The term Affiliates includes both natural and legal persons;4.6 “Right of Withdrawal”: the possibility for You to waive the Agreement for a Support Subscription within the Trial Period;4.7 “IP Rights”: trademark rights, service marks, logos, trade names, design rights, patent rights, copyrights, database rights, personality rights and rights to know-how and other intellectual property rights, whether registered or not, including applications for the granting of the foregoing rights and all rights or other forms of protection that can be equated with or have a similar result to the foregoing as they may exist anywhere in the world;4.8 “Procurement Outsourcing Service(s)”; the services for the execution of procurement activities as specified in the Agreement concluded between the Client and Meritable;
4.9 “Meritable”: the legal entity Meritable Service BV, a private company with limited liability, having its registered office and address in The Hague at Koningin Julianaplein 10 (1st floor), 2595 AA, registered with the Chamber of Commerce under number: 67793568, which Offers Websites, Apps and/or Service(s) to business customers;
4.10. “Agreement”: the written contract and/or contract concluded at a distance between the Client and Meritable, including all appendices to the Agreement, as these have been supplemented or amended from time to time in accordance with the provisions of the Agreement.
4.11 “Trial Period”: the period within which the Client can make use of his right of withdrawal for the Supporting Subscription Services;
4.12 “Self-service”: the online self-help tools that Meritable makes available for the self-execution of procurement or legal activities by the Client, without personal support or advice from Meritable;
4.13 “Terms of Service”: these general terms and conditions of Meritable;
4.14 “Support Subscription”: a subscription that, during the term of the subscription, gives entitlement to support in the field of procurement expertise or legal expertise in accordance with the chosen subscription package;
4.15 “Confidential Information”: all information, irrespective of the form or format, regardless of whether it has been provided in writing or orally, which relates to the Client, Meritable or Affiliates and the activities they carry out, including the contents of the Agreement, technical, financial and business information, names of current and potential customers, partners, suppliers or intended business transactions, reports, plans, computer software, computer files, designs, models, know-how, and trade secrets. Confidential Information does not include information that: (i) is already generally and freely available in the public domain and is available as such, other than through a breach of this Agreement; (ii) was lawfully acquired by Meritable or Client prior to receipt via Meritable or the Client; or (iii) was received by Meritable or the Client independently from a third party, who is not bound by any obligation of confidentiality with respect to that information.
4.16 “Websites”: www.meritable.net, through which Meritable provides information on various business topics and a service shop to purchase the Service(s).
- Operation of these conditions
5.1 These Terms of Service apply to every offer from Meritable and to every (distance) contract and order between You and Meritable.
5.2 These Terms of Service contain the agreements between You and Meritable that apply when You use our Websites, Apps and/or Service(s). These Terms of Service describe what Meritable does for You and what we expect from You.
5.3 Due to the nature of the procurement and legal services, Meritable provides business to business services. Meritable does not provide Services to consumers and only provides Services to natural persons exercising a profession and acting in such a professional capacity, or acting as representatives of governmental bodies or legal entities.
5.4 If one or more provisions in these Terms of Service at any time, in whole or in part, are null and void or destroyed, then the Agreement and the remainder of these Terms of Service remain intact and the stipulation in question will be replaced by a stipulation that the approaches the scope of the original as much as possible.
- The offer or quotation
6.1 If our offer or quotation is of limited duration or subject to conditions, this will be stated in the quotation. The quotation is without obligation. Meritable has the right to change and adjust the offer.
6.2 The offer contains a description of the Service(s) offered. We will provide a description of the Service(s) that is sufficiently detailed to enable You to make a reasonable evaluation of the offer. Obvious mistakes or errors in the offer are not binding for Meritable.
6.3 If Meritable makes use of images, this does not reflect the Services offered. All images and illustrations in the offer are indicative and cannot be a reason for compensation or dissolution of the Agreement.
6.4 Meritable is entitled to refuse an order or request for Service(s) or to attach special conditions to the execution thereof.
- The Agreement
7.1 The Agreement comes into being at the moment of acceptance by You of our quotation, the Terms of Service and the fulfillment of the corresponding conditions.
7.2 If You have accepted the offer electronically, Meritable confirms the receipt of the acceptance of the offer by e-mail and You will receive a copy of Your order.
- Delivery of the Services
8.1 Meritable pays the utmost attention to receiving and assessing orders for the provision of Service(s). Meritable performs all Service(s) on the basis of a commercially reasonable effort obligation. Meritable does its best to ensure that the Websites, Apps and/or Service(s) are available and work well, but we give no guarantees and are not liable for the unavailability thereof.
8.2 All Agreements with Clients are exclusively accepted and executed by Meritable even if it is Your express or tacit intention that instructions are executed by one or more specific persons associated with Meritable. Articles 7: 404 and 7: 407 (2) of the Dutch Civil Code are excluded. Meritable has the right to engage third parties for the execution of the Agreement. The place of delivery is the address that You have made known to Meritable in the relevant order process.
8.3 Meritable shall execute accepted orders with due speed and in accordance with the delivery term or, if applicable, the agreed service levels, as indicated on our Website or the Meritable quotation prior to the purchase of the Service(s). All delivery dates are indicative. You cannot derive any rights from these timelines.
8.4 Meritable has the right to suspend the fulfillment of its obligations under an Agreement in the event that You do not fulfill the (payment) obligations from the Agreement or do not pay on time. Any adverse consequences resulting from the suspension are for Your own account.
8.5 In the event of changes or additions that change the scope or volume of the agreed Service(s), for example as a result of contractual extras ordered, the Fees due for the additional work arising therefrom shall be determined in accordance with the applicable rates of Meritable.
8.6 If delivery of an ordered Service proves to be impossible, Meritable will make commercially reasonable efforts to make a replacement solution available.
8.7 Meritable is not an accountancy firm, law firm or (public) notary’s office and the use of the Website, Apps and/or Service(s) does not create or constitute a privileged attorney-client relationship between You and Meritable or its Affiliates. Meritable is not licensed to provide financial services and does not advise and/or mediate in financial products or services. Meritable does not offer any tax and/or financial advice, or services as a mediator, and does not act as a (public) notary or attorney at law. Meritable cannot recommend specific financial and/or investment services. Meritable does not give an opinion on the future or expected value of business opportunities, contracts, services, assets, investments, security or other business interests.
8.8 Meritable gives no guarantees or warranties for a particular purpose, result or a specific use with regard to the Service(s). Meritable does not guarantee or warrant the availability, timeliness, accuracy or completeness of functions, functionality, content, data or information relating to the Service(s). Meritable does not provide any express or implied guarantees or warranties with respect to the Service(s) or the results that may be obtained therefrom and expressly disclaims all warranties of merchantability, title, completeness, accuracy, security, non-infringement or fitness for a particular purpose in relation to the Service(s). Meritable does not guarantee or warrant that the Service(s) will comply with certain specific functionality or performance criteria. Meritable cannot be held liable for damages or costs caused by non-compliance with a specific purpose or intended use of the Service(s).
8.9 Meritable can outsource certain tasks or functions to third parties, both locally and internationally. Meritable will take reasonable steps to ensure that those third parties comply with the confidentiality obligations.
8.10 Meritable implements security procedures to protect the Websites, Apps and/or Service(s) and Your data against security threats. Meritable does not guarantee or warrant that the Websites, Apps and/or Service(s) will be safe, error-free, free of viruses or malicious software code. You understand that Your use of the Websites, Apps and/or Service(s) necessarily involves the transfer of Your data via networks that are not owned, managed or will be controlled by Meritable. Meritable is not responsible for Your data lost, modified, intercepted or stored in such networks. Meritable cannot guarantee or warrant that our security procedures are error-free, that the transfer of Your data will always be safe or that unauthorized third parties will never be able to break our security measures or those of our external service providers.
- Your responsibilities
9.1 You are responsible for paying the applicable fees for the use of the Websites, Apps and/or Service(s).
9.2 You are solely responsible for ensuring that Your use of the Websites, Apps and/or Service(s) for the storage and transmission of Your personal and business data complies with all applicable laws and regulations. You also retain all responsibility for determining whether the Websites, Apps and/or Service(s) or the information generated thereby is appropriate or sufficient for Your purposes.
9.3 Meritable cannot be held responsible for the purchase and/or proper functioning of Your infrastructure, suppliers, personnel, products or services, or of the infrastructure, suppliers, personnel, products or services of third parties. Meritable cannot be held liable for damages or costs caused by errors in shipping, security breaches in Your systems and the failure of computer, data or telecommunication facilities, or the poor performance or unavailability of these, including the internet.
9.4 You ensure that Your information in the Websites, Apps and/or Service(s) is correct and complete. You are responsible for data loss or attempted or actual access or use of the Websites, Apps and/or Service(s) through Your account in violation of these Terms of Service.
9.5 If Meritable informs You that a specific activity or purpose relating to the Websites, Apps and/or Service(s) is prohibited, You must ensure that You immediately stop Your use of the Websites, Apps and/or Service(s) for such prohibited activities or purposes.
9.6 The rights and obligations under the Agreement cannot be (partially) transferred by You or transferred to a third party, unless Meritable has given explicit written permission for this.
10.3 You acknowledge and agree that Meritable, its holding company Meritable B.V. and suppliers may also access or disclose information about You, Your account, including personal information to (a) comply with the law or respond to legitimate requests or legal proceedings; (b) protect the rights or property of group companies, You or partners, including the enforcement of these Terms of Service or other policies that are linked to the Websites, Apps and/or Service(s); (c) act in good faith that such disclosure is necessary to protect personal safety or to prevent violation of applicable laws or regulations. Further, in our sole discretion, any suspected fraudulent or illegal activity by You may be referred to law enforcement authorities.
11.1 Meritable offers transparency in its prices. You can view the prices of the Services on our Websites and/or Apps or You can request a quote in which You receive an offer for Services with the applicable prices to be paid (the Fees).
11.2 During the period mentioned in our offer, the prices of the Services offered will not be increased for the initial period of the relevant Agreement, with the exception of price changes as a result of changes in government taxes and/or levies, or similar government actions, including VAT, sales, import or export tariffs, use or withholding tax that can be determined by a local, provincial or foreign governments or governmental agencies.
11.3 After the conclusion of an Agreement between You and Meritable, Meritable will perform the Service(s) for the Fees mentioned in the Agreement. Meritable will only increases the prices of the Service(s) provided for the initial contract period under the specific Agreement within 3 months after the conclusion of the Agreement, if these price increases are the result of statutory regulations or provisions or due to changes in government taxes or levies, or similar government actions, including VAT, sales, import or export tariffs, use or withholding tax that may be determined by a local, provincial or foreign governments or governmental bodies.
11.4 Meritable will only execute a price increase after the conclusion of the Agreement if this has been determined in the quotation received by You or the signed Agreement between You and Meritable. If Meritable makes a price increase after the conclusion of the Agreement that was not recorded in the quotation or offer You received or the signed Agreement between Meritable and You, You have the right to terminate the Agreement with effect from the day on which the price increase takes effect.
11.5 Meritable has the right to change the Fees for Websites, Apps and/or Service(s) for which an Agreement has been concluded between You and Meritable as indicated in the Agreement or these Terms of Service, and for offers or quotes for repeated or follow-up orders of the same Service(s), or extensions or renewals of the Agreement. Meritable has the right to change the prices for Websites, Apps and/or Service(s) for which no Agreement has been concluded between You and Meritable at any time.
11.6 The prices and/or Fees mentioned by Meritable do not include taxes, duties, duties or similar government surcharges, including value added tax, sales, use or withholding taxes, import and/or export levies, that may be determined by a local, provincial or foreign governments or governmental agencies (collectively referred to as ‘Taxes’). You are responsible for paying the Taxes that would be levied against You by government agencies. We will invoice You for such Taxes if Meritable is of the opinion that it is legally obliged to do so and You agree to pay such Taxes, if so billed.
11.7 All prices are subject to printing and typing errors. No liability is accepted for the consequences of printing and typing errors. In case of printing and typing errors, Meritable is not obliged to deliver the Services at the wrong price.
11.8 In the event that You order (a) Service(s) through our Websites, Apps and/or Service(s), payment must be made immediately in the manner prescribed in the relevant order process. Payment of other orders takes place on the basis of an invoice sent by Meritable.
11.9 Payment of an invoice must take place within fourteen (14) days of the invoice date. Meritable has the right to demand prepayment, payment by a certain payment provider and/or security for payment by You. All payments made by You to Meritable are deducted from Your invoices that are open the longest.
11.10 In the event of overdue payment, You are automatically in default with the payment, without a reminder or a notice of default being required, and You are obliged, in addition to the extrajudicial costs, to pay the statutory interest or part thereof on the outstanding amount, in addition to the extrajudicial costs. You are not permitted to suspend or set off payments due to (alleged) shortcomings of Meritable.
12.1 You may terminate an Agreement that has been concluded for a definite period and which extends to the regular delivery of Service(s) at the end of the initial term of the Agreement, with due observance of the agreed cancellation rules and a notice period of one month. Meritable can terminate this Agreement with a notice period of one month.
12.2 If an Agreement has a duration of more than one year, You can terminate the Agreement with a notice period of one month after the expiry of the initial term of the Agreement.
12.3 You are obliged to immediately report inaccuracies in provided or stated payment details to Meritable.
12.4 In case of default by You, Meritable has the right, subject to legal restrictions, to charge the costs made known to You in advance, to suspend the Services to You or to terminate the Agreement with You. In addition to suspension due to late payment or non-payment of Fees, Meritable may suspend Your access to or use of Your account or the Websites, Apps and/or Service(s) if You violate the Terms of Service.
12.5 You acknowledge that in the event that You do not reactivate an account within one (1) year after the expiry of a Trial Period or a suspension of service, Meritable may terminate this account and the corresponding data will be permanently deleted immediately after this termination.
12.6 Meritable strongly recommends that You export all data before You terminate Your account. In any case, after the termination of Your account by You or Meritable, unless otherwise specified and subject to the Data Processing Agreement, data will be retained for a period of 14 days after the termination in which You can contact Meritable for export of Your data. After that retention period for Your data, Meritable may remove all data in normal business operations in line with its record retention policy. Your data can not be recovered after it has been deleted.
12.7 Meritable is not liable to You or a third party for the suspension or termination of Your account or access to and use of the Websites, Apps and/or Service(s), if such suspension or termination is in accordance with these Terms of Service.
12.8 Upon termination of this Agreement for any reason whatsoever, all provisions with respect to indemnity, warranty, liability and limitations thereon, and confidentiality and protection of intellectual property and trade secrets and all provisions expressly or by their nature are required to terminate this termination. These provisions will survive the termination of the Agreement, until it is no longer necessary for them to survive in order to achieve their goal.
- Intellectual property
13.1 All IP rights to the Websites, Apps and/or Service(s) remain with Meritable or its licensors.
13.2 Websites: Subject to Your compliance with the Terms of Service, You have the limited, non-exclusive and revocable right to access and use the Websites for Your internal business purposes. You are responsible for the use of the Services through Your account by third parties. You can subscribe to one or more non-public parts of the Websites; to which access separate Fees may apply.
13.3 Apps: Depending on Your compliance with the Terms of Service and only during the term, You have the limited, non-exclusive, non- transferable and revocable right to download, install and use the software for access to and use of the Apps. You can download one or more of the Apps via our Website or another distribution service, for which separate fees may apply.
13.4 Service(s): Subject to Your compliance with the Terms of Service and only during the term, You have the limited, non-exclusive and revocable right to access and use the Services for Your internal business purposes. You are responsible for the use of the Services through Your account by third parties. You can order one or more of the Services through the Websites or receive a separate offer.
13.5 No part of these Terms of Service implies a transfer of IP rights. You are not permitted to remove or change notices regarding IP rights that are established on the Websites, Apps and/or Service(s).
13.6 If the IP rights on (a part of) the Websites, Apps and/or Service(s) reside with the licensors of Meritable, You may have to accept the license terms and conditions of these third parties in order to access such functions of the Websites, Apps and/or Service(s).
13.7 In the event that the court irrevocably establishes that the Websites, Apps and/or Service(s) supplied by Meritable infringe any third-party IP right, or in the event that, in the opinion of Meritable, there is a fair chance that such an infringement occurs, Meritable may, if possible and in its sole discretion, make commercially reasonable efforts to ensure that You can continue to use the Websites, Apps and/or Service(s) (or something that is functionally equivalent to is), or b- modify the Websites, Apps and/or Service(s) to stop the IP rights infringement, or c- if options (a) or (b) are not commercially and reasonably feasible, as determined by Meritable, may allow Meritable to terminate Your use of the Websites, Apps and/or Service(s) and refund You, on a pro rata basis, all pre-paid Fees for the corresponding unused portion of the Service(s).
13.8 Any other or further liability or obligation to indemnify by Meritable for infringement of IP rights of a third party is entirely excluded. Any use of the Websites, Apps and/or Service(s) is at Your own risk and responsibility.
13.9 You are responsible and liable for all use of the Websites, Apps and/or Service(s). Meritable is not liable or obligated with respect to an IP claim if such claim is wholly or partially caused by (i) compliance with designs, data, instructions or specifications provided or created by You; (ii) adaptation of the Websites, Apps and/or Service(s) by anyone other than Meritable; or (iii) the combination, operation or use of the Websites, Apps and/or Service(s) with other hardware, software, products or services where the Websites, Apps and/or Service(s) do not infringe on their own .
13.10 You indemnify Meritable and Affiliates against all claims, damages and costs submitted by a third party against Meritable, and its Affiliates that arise from and/or are related to the use of the Websites, Apps and/or Service(s) by You in violation of these Terms of Service or items that You expressly agreed to be responsible under these Terms of Service; provided that Meritable informs You of the threat or reporting of such a claim.
13.11 This article states the sole, exclusive and complete liability of Meritable towards You and constitutes Your sole remedy with respect to an IP rights claim that is motivated by Your access to or use of the Websites, Apps and/or Service(s).
- Restrictions on use
14.1 You agree to:
(a) use the Websites, Apps and/or Service(s) exclusively for use by You for Your own business as a customer of Meritable, and not to use the Websites, Apps and/or Service(s) for resale or for the provision of the Websites, Apps and/or Service(s) to third parties, or as a service provider in any form commercially exploit, or to use them for the benefit of another person or entity other than You, or to process the data on behalf of a third party other than You, the Client;
(b) not to use the Websites, Apps and/or Service(s) for illegal activities, or to encourage or facilitate violation of legislation, or to use them in any other way contrary to these Terms of Service.
(c) not to use the Websites, Apps and/or Service(s) for the creation of a database of the information contained therein;
(d) not to modify, modify or hack or otherwise try to gain unauthorized access to the Websites, Apps and/or Service(s) or related systems or networks;
(e) not imply a sponsorship or association with Meritable where there is none;
(f) not to use the Websites, Apps and/or Service(s) to send unsolicited e-mail, spam, pyramid schemes or other forms of unsolicited messages;
(g) not to use the Websites, Apps and/or Service(s) to store or transmit content that infringes a person’s intellectual property rights;
(h) not to use the Websites, Apps and/or Service(s) in any manner that disrupts the integrity or performance of the Websites, Apps and/or Service(s) and its components;
(i) not attempt to decipher, decompile, reverse engineer, disassemble, reproduce or copy or otherwise access the source code or underlying program / software that is part of the the Websites, Apps and/or Service(s) except as permitted by reason of mandatory law;
(j) not to use, intentionally post, transmit, upload, link, transmit or store any content that is illegal, racist, hateful, offensive, defamatory, obscene or discriminatory;
(k) not to use the Websites, Apps and/or Service(s) to store or send “protected health information”;
(l) not to use the Websites, Apps and/or Service(s) to deliberately place, transmit, upload, link, transmit or store viruses, malware, Trojans, time bombs or other similar harmful software;
(m) not to use the Websites, Apps and/or Service(s) for any purpose prohibited by applicable export laws and regulations, including but not limited to proliferation of nuclear, chemical or biological weapons, or development of missile technology.
15. Availability of the Websites, Apps and/or Service(s)
15.1 You may not be able to use or use the Websites, Apps and/or Service(s) (a) during scheduled downtime for upgrades and maintenance of the Websites, Apps and/or Service(s), or (b) during any unavailability by circumstances beyond our reasonable control, such as, but not limited to, acts of God, government acts, terrorist acts or civil unrest, technical malfunctions beyond our reasonable control, or actions performed by third parties, including but not limited to, denial of service attacks. Meritable uses commercially reasonable efforts to schedule planned downtime during weekends and off-peak periods (Amsterdam time zone).
15.2 Meritable reserves the right to include technical security and protection measures in the Websites, Apps and/or Service(s) and to temporarily restrict or block access to the Websites, Apps and/or Service(s) to ensure the integrity and security of our systems and data. You are not permitted to circumvent these technical protective measures or to provide them with resources.
15.3 Meritable does not guarantee that the Websites, Apps and/or Service(s) will operate without interruption or will be, or remain available without interruption. Meritable cannot be held liable for damages or costs caused by the unavailability of the Websites, Apps and/or Service(s).
16. Changes to the Websites, Apps and/or Service(s)
16.1 The functionality of the Websites, Apps and/or Service(s) may change as a result of continuous development. The appearance of our user interfaces, screen layouts, views, content and functions may change as a result of continuous development on our Websites, Apps and/or Service(s).
16.2 Meritable may update the Service(s) for which You and Meritable have an active Agreement from time to time and You may receive notifications of such upgrades, improvements, changes or updates. All new or modified functions added to the Websites, Apps and/or Service(s) or other updates, changes, modifications or improvements to the Websites, Apps and/or Service(s), or to be extended or otherwise modified, fall also under these Terms of Service.
16.3 Meritable may change the content and functionality of our Websites, Apps and/or Service(s) at any time. However, please note that all content on our Websites, Apps and/or Service(s) may no longer be up-to-date at any time and Meritable is not obliged to update them.
16.4 Meritable may terminate or change part of our Websites, Apps and/or Service(s) that does not affect the Service(s) for which You and Meritable have entered into an Agreement without informing You thereof.
16.5 Unless explicitly stated otherwise, all new features that extend or improve the currently offered Websites, Apps and/or Service(s), including the release of new Websites, Apps and/or Service(s), are subject to this Agreement.
17. When do the Websites, Apps and/or Service(s) stop?
17.1 Meritable may extend, limit, modify or terminate these Websites, Apps and/or Service(s), for example for commercial reasons. We may block, limit, render unsuitable, postpone or terminate Your access to any part or all Websites, Apps and/or Service(s) at our discretion at any time without prior warning or obligation to You, unless Meritable has expressly agreed otherwise in the written Agreement.
17.2 Do You terminate Your Agreement for the Websites, Apps and/or Service(s)? You can then view the information about that product or service for 14 days. If You cancel all Your services, the services stop automatically.
17.3 The Services also stop when You die, Your legal entity is in suspension of payment, is in a state of bankruptcy, or Your legal entity has been dissolved or You do not keep to the agreements in the Agreement and these Terms of Service, in which case we may block Your access to the Websites, Apps and/or Service(s) if we deem this necessary.
17.4 Author Additional conditions apply to authors that are concluded separately. Are You an author for Meritable contracts and does Your collaboration with Meritable end? Then Your access to the services stops immediately.
18. Disclaimer Websites, Apps and/or Self-service Services
18.1 Our Websites and Apps provide access to general information services. The use of these Websites, Apps and/or Self-service offering is Your responsibility and at Your risk, including loss of service or data. All information provided by Meritable’s Websites, Apps and/or Self-service offering is impersonal and not adapted to the specific needs of a person, entity or group of persons.
18.2 The information on the Websites, Apps and/or Self-service offering is not intended as professional advice for Your specific legal, tax or financial position and/or advice about the risks and opportunities of Your specific case. The information on our Websites, Apps and/or Self-service offering is not intended as a replacement for legal or procurement advice. Our Websites, Apps and/or Self-service offering are not a full representation of Dutch legislation, case-law or procurement practices.
18.3 The Websites, Apps and/or Self-service offering are delivered as is, without guarantees. Meritable makes no representations or warranties with respect to the Websites, Apps and/or Self-service Service(s). Without limiting the foregoing, Meritable does not guarantee that the Websites, Apps and/or Self-Service Service(s) are safe, error-free, free of viruses or malicious code, or meet certain functionality, quality or performance criteria. Meritable does not guarantee the availability, timeliness, accuracy or completeness of all functions, functionality, content, data or information relating to the Websites, Apps and/or the Self-service Service(s) of Meritable.
18.4 Meritable does not offer any express or implied warranties with respect to any content, data, information or values relating to the Websites, Apps and/or Self-service Service(s) or results that may be obtained therefrom, and expressly disclaims all warranties. with respect to marketability, completeness, accuracy, security, non-infringement, use or suitability for a particular purpose with respect to the Websites, Apps and/or Self-service Service(s).
18.5 Meritable accepts no liability whatsoever for providing the information or functionality on our Websites, Apps and/or Self-Service Service(s), to the extent permitted by law. Meritable, its licensors and their respective employees, contractors, agents, suppliers and vendors are not liable or responsible for any damages – direct, indirect, consequential, incidental, punitive or otherwise – arising from the Websites, Apps and/or Self -service Service(s), or any content, data or values related to this – whether arising from negligence or otherwise, to the maximum extent permitted by law.
18.6 Nothing on the Websites, Apps and/or Self-service Service(s) of Meritable can be considered or can be understood as professional advice, investment advice, approval of certain third parties, their products or services or investment recommendations (for example recommendations on or not to “contract”, “maintain”, “terminate”, or to enter into another transaction or any other contract relating to specific interests or business interests) by Meritable or a recommendation regarding a corporate, legal or procurement strategy by Meritable. Content, data and other information available through the Meritable Websites, Apps and/or Self-service Service(s) may not be considered as sufficient information for You or a third party to base an investment decision on for Your business, to request governmental licenses or permits, promote Your business, or otherwise obtain services or other benefits from a third party.
18.7 Meritable does not express an opinion on the future or expected value of a business opportunity, contract, service, asset, investment, security or other business interest and does not suggest or suggest explicitly or implicitly a legal or procurement strategy of any kind.
18.8 The above disclaimers and limitations of liability apply not only to Meritable, but also to its Affiliates. The above disclaimers and liability limitations apply to the maximum extent allowed by the law, regardless of whether this is the case in contract, law, tort or otherwise.
19.1 In no case shall the total liability of Meritable under the Agreement, for any reason whatsoever, exceed the amount of one thousand Euro (€ 1,000). The exclusions and limitations of liability for Meritable referred to above are also applicable with respect to warranties and obligations of Meritable to indemnify You.
19.2 Direct damages are exclusively understood to mean:
a) reasonable costs incurred by You to ensure that the execution of the Meritable Service(s) meets the requirements of the Agreement;
b) reasonable costs incurred to prevent or limit the direct damage that can be expected as a result of the event on which the liability rests; and
c) reasonable costs incurred to determine the cause of the damage, liability, direct damage or loss and the method of remedy.
19.3 Any liability of Meritable for damages or loss other than direct damage or loss, such as consequential loss, indirect damage, or immaterial damage is completely excluded.
19.4 Indirect damage or loss in this case also means lost profits, missed savings, reduced goodwill, losses due to business stagnation, costs incurred to prevent or determine consequential damage or losses, loss or damage to (electronic) data and/or damage as a result of delays in the transport of data traffic and all other damage or loss than those referred to in Article 21.2.
19.5 This article does not limit the liability of Meritable for damages or losses as a result of willful intent or deliberate recklessness on the part of Meritable itself.
19.6 A condition for the right to any compensation is at all times that You inform us of this as soon as possible after it has taken place and that Meritable is given a reasonable period to remedy the situation, as well as that the requirements of notice of default have been met. Any right to compensation under this article will lapse if You do not claim compensation in writing in writing within twelve (12) months from the moment when the damages occurred for the first time.
20.1 The Parties will observe confidentiality with regard to Confidential Information and will not distribute or disclose Confidential Information to anyone other than its own employees or advisors without the prior consent of the other party. Meritable can communicate with the Client and with third parties via the internet, e-mail or in another electronic way. You agree that we may disclose Your Confidential Information to Affiliates, or if Meritable is subject and required by a regulation or a court order to do so.
21. Client reference
21.1 You agree that Meritable may from time to time make a general reference to You as Client in marketing and related material in printed or online form. You agree that Meritable may also disclose to third parties that Meritable is acting for a particular matter or acted for You if information about that matter is public.
22. How do we deal with changes to the Terms of Service?
22.1 Meritable has the right to change these Terms of Service. The amended Terms of Service and Conditions are deemed to have been accepted by You if You do not object against the changed Terms of Service within fourteen (14) days after the amended Terms of Service have been sent to You or have been made known. If we change these Terms of Service, we will announce this on our website, by e-mail, via the electronic service and/or via the apps.
22.2 Changes or additions to these Terms of Service always start fourteen (14) days later, but if there is a legal reason for this, they can also take effect immediately.
23. Export restrictions
23.1 Export, transit and transfer of Websites, Apps and/or Service(s) of Meritable, including technology, software, source code of software, technical data, related technology and its direct products, are subject to EU export controls and sanctions and other applicable export control laws and regulations of the European Union and the Dutch government.
23.2 You may not access, download, distribute, use, export or re-export the Websites, Apps and/or Service(s) in violation of EU export laws or regulations or in violation of any other applicable laws or regulations. You agree to abide by all export laws and restrictions and regulations of an EU or foreign authority or authority, and not to offer or otherwise make the Websites, Apps and/or Service(s) available directly or indirectly. with such restrictions, laws or regulations, or without all necessary approvals.
24. Complaints procedure
24.1 Meritable has a published complaints procedure and handles the complaint in accordance with this complaint’s procedure. The complaints procedure is available on www.meritable.net/complaint/. 26.2 Complaints about the performance of the Agreement must be submitted fully and clearly described to Meritable within seven (7) days after You have discovered the defects.
24.2 Complaints submitted to Meritable are answered within a period of fourteen (14) days from the date of receipt. If a complaint requires a foreseeable longer processing time, Meritable will respond within the fourteen (14)-day period with a notice of receipt and an indication when You can expect a more detailed answer.
24.3 If the complaint cannot be resolved by mutual agreement, a dispute arises that is subject to dispute resolution. A customer must always first contact Meritable with regard to any complaints.
24.4 A complaint does not suspend the obligations of Meritable unless Meritable indicates otherwise in writing.
24.5 If a complaint is found to be well-founded by Meritable, Meritable will remedy any defects in its Service(s) in accordance with these Terms of Service.
25. Applicable law and jurisdiction
25.1 Dutch law applies to agreements, such as the Agreement, the Terms of Service and any use of the Websites, Apps and/or Service(s) to which these Terms of Service apply. The applicability of the Vienna Sales Convention is explicitly excluded.
25.2 Meritable does not represent that the Websites, Apps and/or Service(s) are suitable or available for use at all locations. Those who open or use the Websites, Apps and/or Service(s) from jurisdictions that prohibit such use do so on their own initiative and are themselves responsible for compliance with local laws.
25.3 All disputes relating to our Websites, Apps and/or Service(s) will in the first instance only be settled by the competent court in The Hague, The Netherlands.
ART II SUPPORT SUBSCRIPTIONS
26.1 These terms and conditions apply during Your Trial Period and during Your subscription to the Service(s) through a subscription of Your choice.
26.2 This Agreement includes and hereby includes by reference the Subscription Agreement as signed by You and Meritable.
26.3 Subscriptions have a term of twelve (12) months, unless otherwise agreed in writing. The commencement date coincides with the start of the subscription period as stated on the invoice. Meritable will charge You the subscription Fees annually.
26.4 After expiry of the Trial Period referred to in Article 28.1, the Subscription will be renewed for a period of twelve (12) months, unless You terminate the Subscription in writing, with due observance of a notice period of one (1) month before the end of the current subscription period.
27. Subscription fees
27.1 All amounts charged or mentioned by Meritable or the Websites, quotations or Agreements are – unless explicitly stated otherwise – exclusive of VAT and any taxes, surcharges or similar increases that a Client, payer or Meritable must make on the basis of applicable regulations. to pay, or which Meritable is obliged to charge to the Client.
27.2 Costs and amounts paid by Meritable to third parties on behalf of the Client will be charged to the Client as expense allowances. A processing fee may apply.
27.3 Meritable has the right to request prepayment and/or payment of an advance (for reimbursements and/or expenses). Meritable is entitled to suspend its work if and as long as the Client has not paid an advance to cover the compensation and/or expenses and/or as long as the Client lags behind with payment of the invoices.
28. Renewal of the Subscription
28.1 Your subscription to the Service(s) is automatically renewed for a term that is equal in length to the then expiring subscription term. Unless otherwise provided in a form, the subscription fees applicable to Your subscription to the Services for such a subsequent subscription period are our standard subscription fees for the subscription plan to which You have subscribed from the time the next subscription period begins. You acknowledge and agree that unless You terminate Your account, You will automatically be charged for the applicable subscription fee.
29. Trial period
29.1 Meritable offers a fourteen (14-) day trial period for the Deal Desk and Legal Support Desk subscriptions. You have the option to dissolve the Agreement without giving any reason during fourteen (14) days during the trial period, which starts on the day that You enter into the Agreement.
29.2 To make use of Your right of withdrawal, You enter the reasonable and clear instructions of Meritable with the quote and/or at the latest upon delivery.
29.3 If You have prepaid an amount for a Subscription and You use the right of withdrawal during the Trial period, Meritable will refund this amount as soon as possible but no later than 14 days after cancellation. The condition for digital Service(s) is that You no longer use the Service(s) and/or the results thereof (such as contracts) and Your copies are destroyed.
29.4 The Right of Withdrawal only applies to Support Subscriptions.
PART III SELF-SERVICE: MERITABLE LEGAL FORMS
30. Self-Service: Meritable Legal Forms
30.1 Our Websites, Apps and/or Service(s) offer You ways to consult general business information. On our Websites and/or Apps we can offer You fillable forms and questionnaires with which You can create contracts and legal documents (“the Meritable Legal Forms”), to arrange legal affairs as part of our Do-It-Yourself service (the “Self-Service Service(s)”). If You use the Self-service Service(s) and Meritable Legal Forms, the terms and conditions below apply as part of the Terms of Service. If You do not agree with these Terms of Service, do not use the Self-Service offering.
31. Self-Service: no legal advice, information service or responsibility for Your decisions
31.1 You understand that Your download and/or use of a Meritable Legal Form document or questionnaire is neither legal advice nor the practice of law and that any Meritable Legal Form and any instructions or guidelines provided with it are not adapted. to Your specific needs.
31.2 Meritable does not offer legal advice in the context of its Self-Service: Meritable Legal Forms, the Deal Desk Support Subscription, Procurement Consulting Services or Procurement Outsourcing Services. You agree that Meritable does not provide legal advice as part of its Meritable Legal Forms.
31.3 Meritable is not a law firm and does not act as Your lawyer. Your use of Meritable Legal Forms does not create a privileged attorney-client relationship between You and Meritable.
31.4 You agree to accept full responsibility for any decisions You take regarding legal matters or for determining the value of and for each use that You make of Meritable Legal Forms, and for obtaining the necessary assistance from a competent authority, lawyer, attorney and/or other qualified consultant to assess the value and proper use of any Meritable Legal Forms.
31.5 You understand and agree that the Self-service services, such as self-service or do-it-Yourself contract creation with Meritable Legal Forms, do not include:
(a) legal or procurement advice services or support subscriptions by Meritable or its Affiliates. These Services can be purchased separately at an additional Fee.
(b) Any legal communication, work or service that may be performed under the applicable law of Your jurisdiction only by or under the supervision of an authorized attorney-at-law, mediator or public notary;
(c) advice on which legal documents or other documents You need or that are best for Your situation;
(d) determining the legal consequences that may or may not arise from the way in which You have created Your legal document;
(e) whether or not You have included appropriate, contradictory or incorrect information in Your legal documents;
(f) whether You have omitted the necessary provisions or details from Your legal documents that are necessary;
(g) and whether You need additional legal documents or legal proceedings.
31.6 You assume full responsibility to determine whether Meritable Legal Forms are suitable for a particular purpose and to protect Yourself against possible risks, costs and/or damages.
32. Your entered data
32.1 Self-service services may require You to enter personal, confidential, business or proprietary information from You or a third party.
32.2 The legal models of the Model are offered on an “as-is” basis without any form of guarantees. All data and information You enter in forms or questionnaires appear exactly as You have specified in such documents that You order via the self-help services. You are responsible for providing current, correct, complete and adequate data and information and checking the accuracy, validity, completeness and suitability of the provided data and information via the Self-service offering.
32.3 Meritable does not check and correct any data or information that You have provided via the Meritable Legal Forms and does not correct it. You understand that Meritable will not verify, after sending Your data in the Meritable Legal Form, that the information provided by You is correct, complete or otherwise faulty that make the legal document impossible to use or not.
32.4 Meritable shall not replace or exchange any products or services or grant any refund for products or services (1) purchased by You that contain non-current, incorrect, incomplete or inadequate data or information or (2) that You have purchased on the basis of incorrect, inaccurate, incomplete or inadequate data or information that You have provided via the Self-service offering.
32.5 You represent and warrant that You (1) have obtained all rights, licenses or other consents from third parties that are necessary to use the Self-service services and to grant us the rights to use such information in accordance with the Terms of Service, and (2) that Your use of personal, business, confidential or proprietary information of third parties does not infringe any privacy, intellectual property rights or other rights of third parties.
32.6 You understand that Meritable can only facilitate the generation of legal documents through Your submission of complete and accurate information and that You have 3 months (90 days) from the date of purchase to provide the necessary information to Meritable through the questionnaire for the relevant Meritable Legal Form.
32.7 If Your questionnaire is not completed within 90 days from the date of purchase, You understand and agree that, unless required by applicable law and as long as the delay is not caused by Meritable, Meritable may, at its sole discretion, delete the information You have entered the questionnaire.
33. License for use
33.1 Meritable grants You a limited, personal, non-exclusive, non-transferable license to use the Meritable Legal Forms for use by and for Your own company and the counterparties as filled in for the Meritable Legal Form. Unless otherwise stated, You acknowledge and agree that You are not entitled to modify, edit, copy, reproduce, create, exploit, reverse engineer, in any way the Meritable Legal Forms, to modify, or exploit in any way, except for the changes made by filling in the Meritable Legal Forms for the use authorized to You. By ordering or downloading Meritable Legal Forms, You agree that the Meritable Legal Forms that You purchase or download may only be used by and on behalf of Your company for Your own business use or used by You in connection with the closing of a contract with Your customer or supplier. The license rights to Meritable Legal Forms granted under these Terms of Service only become Your sole agreement that the Meritable Legal Forms You use or download may only be used by You and not sold, commercially exploited, resold or made available free of charge to third parties without the express written permission of Meritable.
PART IV CONSULTANCY SERVICES
34. Terms of Service for Consulting Services
34.1 If the Client engages Meritable to provide the Consultancy Services as set out in the Consultancy Services Agreement signed by You and Meritable, these Terms of Service form an integral part of the Consultancy Services Agreement.
34.2 The Consultancy Services provided by Meritable will be executed with dedication and skill, with reasonable care and ability, and in accordance with the Consultancy Services Agreement.
34.3 Meritable can and may only be deemed to have advised in relation to Dutch law, unless expressly agreed otherwise in the Consultancy Services Agreement.
34.4 All Consultancy Services are exclusively accepted and executed by Meritable, with the exclusion of articles 7: 404 and 7: 407 paragraph 2 of the Dutch Civil Code. This is also the case when the Client issues his order with a view to execution by one or more specific persons associated with Meritable
34.5 The content of the deliverables as agreed in the Consultancy Services Agreement represents Meritable’s assessment of facts and documentation provided to Meritable at the time of execution of the Consultancy Services and within the limits of the instructions received in the Consultancy Services Agreement.
34.6 The Consultancy Services are provided exclusively to You for use by You; and or the instructions arising from the Consultancy Services Agreement. Our advice may not be disclosed to third parties without the prior written permission of Meritable.
35. Payment Consultancy Services
35.1 The Client pays the Fees for the Consultancy Services as set out in the Consultancy Services Agreement.
35.2 Meritable has the right to demand prepayment and/or payment of an advance (for disbursements and/or expense allowances). Meritable is entitled to suspend its work if and as long as the Client has not paid an advance to cover the compensation, expenses and/or payments and/or if and as long as the Client lags behind with payment of the invoice (s).
35.3 Costs and amounts paid by Meritable and paid to third parties on behalf of the Client are charged to the Client as expenses. The Client pays the costs of overnight stays, accommodation, travel, visa, travel permits and meals made by staff or representatives of Meritable in connection with journeys made at the request of the Client, for the execution of the Consultancy Services or for meetings with the Client. Travel by car will be reimbursed on the basis of EUR 0.25 per kilometer from and to the allocated locations of the Client. Travel costs for travel by bus, shuttle, taxi, train (including costs for reservations for places, baggage and surcharges for special fast trains, and in case of traveling with a night train the cost of a place to sleep), travel expenses related to boat crossings by sea (including the correct class and cabin supplements), including reservation costs, for travel to and from the locations assigned by the Client or local trips, as well as the costs for obtaining a visa, will be reimbursed by the Client. The accommodation costs are reimbursed for the costs of a single room (3 or 4-star accommodation) at or near the allocated location of the Client or the nearest airport.
36. Your responsibilities
36.1 You give Meritable all necessary and requested access to Your administration, data, contracts, financial information, work policies and practices, software or information systems and facilities so Meritable can perform the Consultancy Services.
36.2 You will provide sufficient information, instructions and documents in time for the Consultancy Services to be executed. Unless You otherwise notify Meritable, we assume that the documents and information You provide to Meritable for the performance of the Consultancy Services Agreement are complete and accurate.
36.3 You give Meritable timely and sufficient access to Your employees or representatives of Your suppliers and You will provide Meritable with the reasonable assistance required to perform the Consultancy Services Agreement, within the time period necessary to reach the agreed timelines.
36.4 Meritable can carry out the Consultancy Services from its own locations and, if necessary, request access to Your locations or systems. If access to Your locations or systems is necessary for the performance of the Consultancy Services, You will grant the necessary access to the representatives of Meritable to the locations where the Consultancy Services must be carried out or the relevant systems. You will, if necessary, make special software, equipment or personnel necessary for the performance of the Consultancy Services available.
36.5 You agree that Meritable may accept instructions relating to the Consultancy Services Agreement from Your employees, directors and officers. Meritable can act on the basis of oral instructions from You.
37. Conflicting interests
37.1 Meritable will not perform Consultancy Services for customers on both sides of the same deal at the same time. Meritable performs a conflict check to verify that the Consultancy Services Agreement would create a direct conflict of interest for the matter that lies with You or another Meritable customer. If such a conflict of interest exists, Meritable will inform You of this.
37.2 If such a situation arises during the Consultancy Services Agreement, Meritable will create Chinese walls to ensure that information relating to the Consultancy Services Agreement cannot be shared with consultants working for the other involved Meritable customer.
37.3 If a conflict of interest arises in connection with the Consultancy Services Agreement, Meritable may terminate the Consultancy Services Agreement for that reason without any liability to You for losses or costs suffered or incurred as a result thereof. You agree that in that case Meritable has the right to continue to advise one or more of the Meritable customers involved.
37.4 You agree that Meritable may otherwise provide Websites, Apps and/or Service(s) for its other customers, even if they are also Your investors, suppliers, customers, business stakeholders or commercial competitors.
38. Third parties
38.1 Meritable accepts no liability for the advice or other services provided by experts, accountants, accountants, foreign lawyers, mediators, arbitrators, public notaries or other service providers who have been contracted on behalf of You via or with the aid of Meritable, other than our Affiliates. You are directly responsible for their fees and expenses.
38.2 Meritable does not accept any obligation towards any person other than You and we accept no liability or responsibility for the consequences arising from the trust in our advice or from the intention to benefit from the Consultancy Services Agreement by someone other than You. You will indemnify Meritable against all liabilities, losses, damages or costs incurred by Meritable as a result of claims brought by third parties against Meritable in connection with or arising from the performance of the Consultancy Services Agreement.
PART V OUTSOURCING SERVICES
39. Conditions for outsourcing of Procurement services
39.1 If the Client engages Meritable to deliver the Procurement Outsourcing Services as set forth in the Procurement Outsourcing Agreement signed by You and Meritable, these Terms of Service form an integral part of the Agreement.
39.2 The Procurement Outsourcing Services provided by Meritable will be executed in accordance with the content of the Procurement Outsourcing Agreement.