Version 2024-01 / 20 April 2024
DocRevolution Agreement:
Confidential Information: confidential information about the Customer or DocRevolution, including
The stipulations in these terms and conditions have not only been made for the benefit of DocRevolution, but also for the benefit of its direct and indirect directors and its shareholders, all Persons working for DocRevolution or engaged by DocRevolution for the performance of an Agreement and all Persons for whose actions and omissions DocRevolution could be liable.
DocRevolution is entitled to revise these terms and conditions from time to time. The amended terms and conditions enter into effect on the date mentioned in the message in which DocRevolution announces the amendments. The amended terms and conditions will apply to DocRevolution Agreements that are concluded after the aforementioned amendment. The amended terms and conditions also apply to current DocRevolution Agreements, unless the Customer, within 14 days after the announcement of the proposed amendment of the terms and conditions, has informed DocRevolution in writing that it wishes to terminate the relevant DocRevolution Agreement or Agreements with due observance of a notice period of 1 month, which possibility of termination only exists if the amendments are substantially or unreasonably onerous. In the absence of a timely and lawful termination, the Customer is deemed to have accepted the amended terms and conditions. Termination does not entitle the Customer to repayment of fees that have already been paid or that are due.
An acceptance by the Customer that deviates from DocRevolution's offer, on minor aspects or otherwise, always counts as a rejection of this offer and as a new offer of the Customer. A DocRevolution Agreement is only created in accordance with this new offer after DocRevolution's written acceptance.
The Customer can place an order for DocRevolution Services in the manner indicated by DocRevolution. Each order is subject to DocRevolution’s acceptance. DocRevolution may accept or refuse an order at its own discretion. DocRevolution will perform a Restricted Party List screening (as defined in article 20.4 of these terms and conditions) on each new Customer. Customer commits to assist DocRevolution in performing such screening.
All prices and rates applied by DocRevolution exclude VAT and any other taxes, levies and surcharges of any nature imposed now or in the future by the government or any other competent authority. It is the Customer's responsibility to ensure that any legally obliged deductions are paid to the competent authorities.
DocRevolution is authorised to adjust the amount of the fees due to it each year. This adjustment will be announced by e-mail and/or otherwise, for example via the Customer Portal. Customer expressly declares to agree to the annual adjustment if this (at maximum) keeps pace with the Statistics Netherlands Consumer Price Index Figure (series: all households, 2015=100). In the case of price increases exceeding this price index figure, the Customer can terminate the relevant DocRevolution Agreement or Agreements as of the Renewal Date by means of a written notification by registered post to DocRevolution or via the Customer Portal within two (2) weeks after announcement of the price increase. If the Customer does not respond to an announced price increase within the period referred to of two (2) weeks, the Customer is deemed to have accepted DocRevolution's new price conditions.
DocRevolution may (at its sole discretion) offer Customer various payment methods (such as credit card, iDEAL, PayPal, etc.). To the extent DocRevolution offers a specific payment method to the Customer and the Customer accepts it, the Customer agrees that additional conditions of DocRevolution or of third parties may apply to that payment method.
If the Customer has chosen payment via direct debit collection, the Customer will provide DocRevolution with the correct authorisation and the Customer must have a bank account with a national or international bank that is registered with the local central bank. Unless expressly agreed otherwise, direct debit collections are made monthly. To the extent a direct debit is not possible, the invoiced amount must be paid within 14 days of the invoice date.
If the Customer fails to fulfill its payment obligations or fails to fulfill them in time, withdraws the direct debit mandate without valid reason, or if the payment cannot be processed for reasons not attributable to DocRevolution, DocRevolution will inform the Customer accordingly and reserves its right to limit or to block the Customer’s access to the DocRevolution Service without incurring any liability towards the Customer.
If the Customer fails to fulfill its payment obligations or fails to fulfill them in time, it will be in default without any notice of default being required. If the Customer is in default in making any payment, all claims of DocRevolution against the Customer are immediately due in full. During its default, the Customer owes interest on the outstanding amount due at a rate of 1.5% per month or part of the month.
All internal and external costs of DocRevolution that relate to the collection of the amounts due by the Customer, including but not limited to
the costs for lawyers and bailiffs actually incurred by DocRevolution, are at the Customer's expense. The extrajudicial collection costs due by the Customer amount to at least 15% on the first € 5,000 (with a minimum of € 250), 10% on the excess up to € 10,000, 8% on the excess up to € 20,000, 5% on the excess up to € 60,000 and 3% on the excess over € 60,000.
All delivery periods are determined by DocRevolution to its best knowledge, on the basis of the information available at that time, and are observed as much as possible, but are not strict deadlines. Exceeding of these periods does not entitle the Customer to compensation for damages, repayment or discount, or to terminate the DocRevolution Agreement.
The Customer must inform DocRevolution in writing within 2 weeks after the DocRevolution Services are made available by DocRevolution of any complaints in respect of an incorrect delivery or performance of an incorrect or faulty service by DocRevolution. Such a notification does not suspend the Customer's payment obligations. The Customer is not allowed to return goods to DocRevolution without DocRevolution's prior permission.
DocRevolution is entitled to perform or have a third party perform a check and/or inspection in order to determine whether the Customer is complying with the conditions of the DocRevolution Agreement, provided that this check and/or inspection is performed during normal business hours and in such a way that the Customer’s activities are not unreasonably obstructed. Such an inspection will be performed by an expert chosen and deployed by DocRevolution. This expert will submit a summarising note showing his findings, but in no way provides DocRevolution with information other than that which the expert becomes aware of in the check and/or inspection. The costs of this check are at the expense of DocRevolution, unless the inspection proves that the Customer is not complying with the provisions of a DocRevolution Agreement, in which case the costs are at the expense of the Customer.
The risk of loss, theft, embezzlement or damage of items, data (including: usernames, codes and passwords), documents, software or data files that are created, provided or used in the context of the performance of the DocRevolution Agreement passes to the Customer when the Customer or an auxiliary person comes into actual possession of them.
Insofar as a DocRevolution Agreement serves to have DocRevolution transfer the ownership of one or more items to the Customer, these items remain the property of DocRevolution until all amounts the Customer owes to DocRevolution pursuant to the DocRevolution Agreement have been paid to DocRevolution in full. A Customer that acts as a reseller can sell and resell all items delivered under retention of title insofar as this is customary in the context of the normal performance of its business.
All registered and unregistered copyrights, patents, registered trademarks, trade names, database rights, design rights and other intellectual and industrial property rights and all similar rights with regard to the protection of (information regarding) the Software, Customised Software and Documentation are the exclusive property of DocRevolution or its licensors. None of the provisions may be construed in such a manner that it results in a full or partial transfer of those rights to the Customer.
The Customer may not fully or partially change, remove or render unrecognisable DocRevolution’s intellectual property rights. The Customer may not use or register any trademark, design, logo or domain name of DocRevolution or any corresponding name or sign in any jurisdiction worldwide. Any use of DocRevolution’s trademarks and other intellectual property is reserved to DocRevolution and any goodwill arising from such use is for the benefit of DocRevolution.
In the case that legal proceedings are brought against the Customer that are based on the argument that the use of the DocRevolution Services infringes a patent, copyright, business secret or any other intellectual property right of third parties, DocRevolution will indemnify the Customer against all loss and costs resulting from a judicial order and/or from an amicable settlement reached in the context of legal proceedings, on the condition that:
If the Customer is prohibited from using the DocRevolution Services by a court order because of an infringing act as referred to in Article 8.3 of these terms and conditions or, in DocRevolution’s opinion, there is a chance that the DocRevolution Services will be the subject of a successful claim for infringement, DocRevolution may, at its own discretion and expense:
Notwithstanding the other provisions of Article A.8, DocRevolution is not liable towards the Customer to the extent a claim is based on:
The Customer accepts that DocRevolution’s full and exclusive liability for infringements of patents, copyrights, trademarks or other intellectual property rights is as set out in this Article A.8 and in article A.14. DocRevolution may adopt and maintain technical measures to protect the Website, Software and Documentation, (including the intellectual property rights) to them.
To enable a proper performance of the DocRevolution Agreement by DocRevolution, the Customer will always and in due time provide the data, cooperation and/or information reasonably required by DocRevolution, free of charge. The Customer must notify DocRevolution in due time and in writing about changes to business data as well as any other relevant information.
The Customer ensures the accuracy and completeness of the data and information it provided to DocRevolution. In connection with continuity, the Customer will appoint one or more contact persons who will act as such for the duration of the provision of services. The Customer's contact persons will have the necessary experience, specific knowledge of the subject matter and understanding of the goals desired by the Customer.
If DocRevolution's Employees must perform their work at the Customer's location, the Customer will ensure that these Employees can perform their work without interruptions. The Customer provides the aforementioned Employees in any case with access to all Software, Documentation and any necessary location.
The Customer guarantees that the equipment and software it uses for the DocRevolution Services meet the System Requirements. The Customer will take the measures necessary to protect its equipment, software and telecommunication and internet connections against viruses, cybercrime and unlawful use by third parties.
Without prejudice to its other rights and defences, DocRevolution is authorised to suspend its obligations pursuant to the DocRevolution Agreement and/or block the Customer's access to the DocRevolution Services with immediate effect and/or charge an additional fee for the delay that has arisen, in the case that the Customer fails to comply with its obligations under the DocRevolution Agreement, or fails to comply with them properly or in time. DocRevolution's financial and other administrative records serve as full evidence in that respect.
DocRevolution is entitled to partially or fully terminate the DocRevolution Agreement at any time with immediate effect and without judicial intervention by means of a written notification to the Customer, if:
DocRevolution is in no event obliged to pay any kind of compensation for damages if DocRevolution invokes Article 10.4 or 10.5. Notwithstanding any deviating provision in the DocRevolution Agreement, the termination of the DocRevolution Agreement does not discharge the Customer from already existing obligations to pay fees or other amounts due to DocRevolution, nor does this entitle the Customer to any repayment of amounts already paid.
Unless explicitly agreed otherwise in any DocRevolution Agreement, in case the DocRevolution Agreement is terminated all rights, obligations and activities of the Parties will cease to exist at the time of termination, with the exception of the provisions of Articles A.7, A.8, A.11, A.14 and A.19 of these terms and conditions. At the time the DocRevolution Agreement is terminated Customer will immediately cease and not resume all use of the Software, Documentation and other materials supplied by DocRevolution.
If the Customer has already received services for the execution of the DocRevolution Agreement at the time of termination, these services and the related payment obligations cannot be undone. Any amounts that DocRevolution invoices before the termination for what has been properly performed or delivered under the DocRevolution Agreement remain due in full and become payable immediately upon termination.
Neither of the Parties will disclose Confidential Information received from the other Party or use it for any purpose other than
None of the provisions of this article imposes any restriction on the receiving party in respect of information or data – identical or similar to the information or data contained in the Confidential Information or otherwise – if that information or data
The confidentiality obligations in this Article do not apply if the Confidential Information of the disclosing party must be disclosed pursuant to the law, a regulation or court order, or by decision of a public authority, provided that the receiving party makes every effort to limit the extent of that mandatory disclosure.
Customer agrees that the Privacy Policy as published on the Website (DocRevolution's Privacy Policy) applies to any processing by DocRevolution of the Customer’s personal data. The Customer hereby expressly consents to the Privacy Policy. DocRevolution may amend the Privacy Policy occasionally and will give notice of the amendments. It is the Customer’s responsibility to review the Privacy Policy and become familiar with any amendments. The Customer’s continued use of the DocRevolution Services following such amendments will be regarded as the Customer’s acceptance of the revised Privacy Policy.
If the performance of the DocRevolution Service(s) is accompanied by the processing of personal data (for example personal data that are included in the Customer data), DocRevolution is considered to be the processor or subprocessor (as defined in the General Data Protection Regulation (2016/679/EU) (“GDPR”)) on behalf of the Customer in respect of these personal data.
The Customer ensures that it has acquired all necessary permissions and authorisations that are required to process and store personal data via the DocRevolution Service(s), with DocRevolution not being responsible or liable vis-à-vis the Customer for the acquisition of these permissions or authorisations on its behalf. The Customer guarantees that it will process, store and use its personal data in accordance with the applicable laws and regulations and codes of conduct.
Unless expressly provided otherwise in the DocRevolution Agreement or insofar as can be reasonably necessary to enable DocRevolution to perform its obligations pursuant to the DocRevolution Agreement, DocRevolution will not examine data that the Customer placed with DocRevolution via specific DocRevolution Services, and DocRevolution will not make data available to third parties (with the exception of Subsidiaries and/or Affiliated Companies of DocRevolution), unless DocRevolution is obliged to do so pursuant to the law, regulations, a judicial order or by government decision.
DocRevolution may access, aggregate and use non-personally identifiable Customer Data; these data will in no way identify the Customer or any other individual. DocRevolution may use these data to:
The Customer fully indemnifies DocRevolution against all claims, costs, losses, damage, expenses, charges, legal actions, penalties and/or sanctions that DocRevolution can incur or suffer or that can be brought against DocRevolution or imposed on DocRevolution in connection with data that are processed by the Customer and/or DocRevolution in the context of the DocRevolution Agreement (including as a result of a claim or allegation that this processing constitutes an infringement of local and/or international legislation in the area of data protection and/or other legislation regarding the processing of personal data).
If and to the extent that the Software may contain Third-Party Components, the conditions which apply between DocRevolution and third party will also apply between DocRevolution and Customer. At the Customer’s first request DocRevolution will provide these conditions to the Customer. Customer declares he has been able to take note of these conditions, which conditions may be amended occasionally and it is the Customer’s responsibility to regularly familiarize itself with any amendments. Customer’s continued use of the Software and such Third-Party Components after these amendments will be considered the Customer’s acceptance of the revised conditions, unless these terms and conditions stipulate otherwise. Any Third- Party Components embedded in the Software or sublicensed to the Customer will be licensed by DocRevolution to the Customer in their current state (‘as is’). Except from warranties that the third-party licensor provides explicitly and directly to the Customer under any conditions of that third party, DocRevolution does not provide any further warranty with regard to those Third-Party Components and DocRevolution accepts no liability for any damage whatsoever arising from the Customer’s use of these Third-Party Components.
The Software of DocRevolution can contain Third-Party Services and/or other (software) product from DocRevolution. By giving Third-Party Services and/or another (software) product from DocRevolution access to the Customer's data, the Customer agrees to the use of its data in the context of the described functionality and to the (general) terms and conditions of the third party and/or the (general) terms and conditions that apply to DocRevolution's other (software) products. If Customer, after giving another (software) product of DocRevolution or Third- Party Services access to its data, the Customer wishes to cease the access, the Customer can cease the access by changing or removing the password or by blocking the “login account”.
DocRevolution, its legal representatives, its Employees and the third parties it has engaged for the performance of its obligations, can only be held liable for direct property damage or physical injury resulting from wilful misconduct or gross negligence on the part of DocRevolution, its legal representatives, its Employees and the third parties it has engaged. Insofar as legal provisions exclude a limitation of liability for damage resulting from wilful misconduct or gross negligence, DocRevolution, its legal representatives, its Employees and the third parties it has engaged are only liable for damages as described in the following paragraphs of Article A.14.
In the event of personal injury, regardless of whether this injury results in death, DocRevolution's liability is in any case limited to an amount of EUR 500,000 for each and every injurious event. In the event of property damage, DocRevolution's liability is in any case limited to EUR 50,000 for each and every injurious event. In both cases, a series of related events is considered to be one event.
DocRevolution will never be liable for indirect damage including, but not limited to lost profits, lost savings, loss of goodwill, loss due to business interruption, damage as a result of not meeting the System Requirements, damage resulting from claims brought by the Customer's clients, corruption or loss of data, damages associated with the use of third-party goods, materials or software prescribed by the Customer to DocRevolution, damage connected to the Customer engaging suppliers prescribed by DocRevolution, consequential losses, regardless of the nature of the action (breach of contract, unlawful act or otherwise), even if DocRevolution has been informed of the possibility that this damage might occur.
Some countries and/or states and jurisdictions do not allow the exclusion or limitation of indirect, incidental or consequential damages, so the above limitation and exclusion may not apply to all Customers. In that case the liability of DocRevolution is limited to the maximum extent possible by law.
DocRevolution is not liable for any damage of any nature suffered by the Customer:
Insofar as DocRevolution cannot invoke the exclusions or limitations of liability described in Article 14.2, Article 14.3 and/or Article 14.4, its liability is always limited per case to an amount equal to 50% of all amounts, exclusive of VAT, invoiced in the twelve (12) months preceding the default after notice of default has been given, on the basis of a DocRevolution Agreement concluded with the Customer. If and insofar as a DocRevolution Agreement provides for periodic payments, DocRevolution will never owe more than 50% of all amounts invoiced in the six (6) months preceding its default. Insofar as DocRevolution cannot rely on the limitations as mentioned in the provisions of this Article 14.5 above, DocRevolution's liability is in any case limited to EUR 10,000. Credit notes by DocRevolution to the Customer will be deducted from the amounts referred to in this Article 14.5.
The Customer acknowledges and accepts that the fees under the DocRevolution Agreement are determined according to the limitation of liability as referred to in this Article A.14.
The Customer indemnifies DocRevolution, its legal representatives, its Employees and third parties engaged by it in the performance of its obligations against third-party claims ensuing from or related to the DocRevolution Agreement, unless the Customer could enforce these claims against DocRevolution with due observance of the provisions of this Article A.14 if the Customer would have incurred the loss itself. The Customer indemnifies DocRevolution against any form of liability to third parties insofar as DocRevolution could be held liable respect of the DocRevolution Services. The Customer must compensate DocRevolution for the reasonable costs of defence against third-party claims.
DocRevolution's liability due to attributable shortcomings to perform a DocRevolution Agreement with the Customer arises in all cases only if the Customer serves DocRevolution with immediate and proper notice of default, whereby a reasonable period must be given to remedy the breach, and DocRevolution remains in breach after that period. The notice of default must include a full and detailed description of the breach, so that DocRevolution can respond adequately.
A condition for the creation of any right to compensation is always that the Customer reports the loss to DocRevolution in writing as soon as possible after the loss has occurred. Each claim for compensation against DocRevolution lapses
DocRevolution develops ‘international’ Software. This means the Software is suitable for use in many countries. Localised Software is also created for some countries. ‘Localised Software’ means that the international version of the Software is adapted and/or localisations are integrated to comply as much as reasonably possible with mandatory law and the most common business rules in a country. Localised Software is created solely at DocRevolution’s own discretion. Although DocRevolution intends for Localised Software to comply as much as reasonably possible with mandatory law and customary business rules, it cannot warrant this. Localised Software may differ from country to country and depends solely on DocRevolution’s view of whether specific functionality is supported in a certain country and if so, how it is supported.
The Customer is not allowed to transfer the right to use the Software – in return for payment or otherwise – to third parties by act of law or by agreement (including but not limited to transfer by means of a merger or division), or to lease, sublicense, sell, dispose of or pledge that right. The Customer is also not allowed to allow third parties to use or manage the Software (including timesharing or outsourcing).
If the Customer provides a third party with the unauthorised use of the Software as referred to in Article A.15 of these terms and conditions, the Customer remains liable for payment of the agreed fee for both its own use and the unauthorised use of that third party, without prejudice to the right of DocRevolution to recover these fees directly from that third party, notwithstanding DocRevolution's other rights.
The Customer is not allowed to transfer a DocRevolution Agreement or any of its rights and/or obligations under a DocRevolution Agreement. Besides its effect relating to the law of obligations, this prohibition also has effect under property law (as referred to in Section 3:83(2) of the Dutch Civil Code). The DocRevolution Agreement can only be transferred after DocRevolution has given its prior written permission. Acts, omissions, actions of DocRevolution or circumstances of any nature whatsoever do not affect this.
The name given by the Customer for the license must correspond with the trade name used by the Customer as registered in the trade register of the Chamber of Commerce or the equivalent commercial register in his country, or - if the Customer is not registered in the trade register - the trade name under which the Customer participates in legal transactions.
Force majeure (“non-attributable failure to perform”) is assigned the same meaning in these terms and conditions as in Section 6:75 of the Dutch Civil Code, and in any case includes: military actions, government actions, failure or breakdown of telecommunication and internet connections, delay in or breach of the performance of obligations by suppliers of DocRevolution, transport difficulties and strikes.
If force majeure occurs, DocRevolution may suspend the performance of all or part of its obligations and the Customer cannot demand specific performance or compensation. If the period of force majeure lasts longer than three months, both Parties are authorised to terminate the DocRevolution Agreement in whole or in part without being obliged to pay compensation for damages, on the understanding that if DocRevolution has performed part of its obligations prior to or after the start of the force majeure, it is always entitled to a proportional part of the fee. DocRevolution also has the right to invoke force majeure if it commences after DocRevolution should have performed its obligations.
If, on the request or with the prior permission of the Customer, DocRevolution has performed work or other actions that fall outside the contents or scope of the agreed work, the Customer will compensate this work in accordance with the rates agreed and, if no rates have been agreed, in accordance with the rates applied by DocRevolution at that time.
DocRevolution is not obliged to comply with a request as referred to in Article 18.1 of these terms and conditions and can require that an additional written agreement must be concluded for this.
Insofar as a fixed price has been agreed for the services, DocRevolution will inform the Customer, if so requested, in writing of the financial consequences of the additional work as referred to in this Article A.18.
Unless DocRevolution's prior written permission has been acquired, during the term of the DocRevolution Agreement and for 1 year following that term, the Customer will not use, in any way or form and under any name whatsoever, directly or indirectly, the services or work of DocRevolution employees or employees of third parties engaged by DocRevolution who have been involved in the performance of a DocRevolution Agreement in the preceding 12 months.
For each breach of the provisions of Article 19.1 of these terms and conditions the Customer incurs an immediately payable penalty of € 50,000, plus an immediately payable penalty of € 1,000 for each day, including a part of a day, that the breach continues, without prejudice to DocRevolution’s right to compensation for damages.
If any provision of the DocRevolution Agreement or these terms and conditions are fully or partially void, nullified or in conflict with the law, the other provisions of the DocRevolution Agreement and these terms and conditions fully retain their legal effect and the provision in question will be replaced by a valid provision that, in view of the purpose and the effect of the DocRevolution Agreement and these terms and conditions, deviates from the original provision as little as possible.
Customer will comply with all applicable export controls, economic sanctions, and import laws and regulations in its use of the DocRevolution Services, including without limitation the regulations of the European Union, United Kingdom, and the United States. Customer will not, directly or indirectly:
Unless and to the extent that provisions of mandatory law preclude this, all disputes that may arise between the Parties because or in connection with the DocRevolution Agreement or these terms and conditions will be settled exclusively in the first instance by the Rotterdam District Court), notwithstanding DocRevolution’s right to submit a dispute, as referred to above, to any other competent court.
The Customer is obliged to use the Software correctly, with due observance of the provisions in the DocRevolution Agreement and in the Documentation. Notwithstanding the provisions of Article 1.2 and 1.3 of these terms and conditions, without DocRevolution's express prior written permission the Customer is prohibited from copying, reproducing, translating, adapting, parsing, decompiling, recreating, changing, reconstructing, multiplying or otherwise modifying the Software and/or the Documentation, in whole or in part, in any way whatsoever.
The Customer must:
Some modules of the Software require maintenance. The Customer is aware that the continued proper functioning of the Software is not possible without maintenance and that errors and/or Defects can occur without maintenance. DocRevolution is not liable for damage resulting from the use of the Software for which maintenance was necessary, if no Maintenance Services as described in Article D.3 Maintenance of these terms and conditions have been agreed.
Every User of the Software must agree to the DocRevolution IPID creator Terms of service.
DocRevolution declares that the supplied Software will function substantially in accordance with the provisions of the Documentation, during a one-off period of 90 days from the day of delivery of the Software, or a different commencement date if DocRevolution has explicitly agreed that date with the Customer. The Customer must notify DocRevolution by registered post of any claim related to the functioning of the Software within no more than 5 Working Days after the aforementioned period of 90 days. If the Customer informs DocRevolution in accordance with the provisions of this Article 3.1 that the Software does not function substantially in accordance with the Documentation, DocRevolution will provide the Support and Maintenance Services as described in Article D.1 Support and D.3 Maintenance of these terms and conditions, even if the Customer has not concluded a Maintenance Agreement.
DocRevolution is not obliged to restore corrupted or lost data or to provide Maintenance Services in connection with errors and/or Defects that cannot be attributed to DocRevolution, including but not limited to errors and/or Defects arising as a result of:
The one-off period of 90 days referred to in Article 3.1 of these terms and conditions for Software that has previously been ordered and delivered cannot be extended by (additional) Software that is ordered and delivered at a later point in time. If additional orders are added to a license for which the period referred to in Article 3.1 of these terms and conditions has expired, this period will not become effective again for the Software that has previously been ordered and delivered. If more than 3 months have passed since an Update has been issued, DocRevolution is not obliged to deliver the preceding Update or any extension of the license based on that Update.
DocRevolution grants the Customer the non-exclusive right and the non- exclusive license to use the Customized Software in accordance with the provisions of the DocRevolution Agreement. Customer may only use the Customized Software in the compilation and for the license for which the Customized Software has been developed by DocRevolution in accordance with the DocRevolution Agreement.
For the Customised Software to be developed for the Customer, DocRevolution will draw up the Specifications in detail and in writing and make these known to the Customer. The agreements in respect of the Customised Software are laid down in DocRevolution's order confirmation. DocRevolution will develop the Customised Software to the best of its ability on the basis of the Specifications.
If it has been agreed that the Customised Software will be developed in stages, DocRevolution can postpone the commencement of the work that forms part of the next stage until the Customer has approved the results of the preceding stage in writing and DocRevolution has received the fee for the work in this preceding stage.
The Customer is deemed to have accepted the Customised Software if DocRevolution has not received a written response from the Customer within 14 days after delivery of the Customised Software which shows in detail that the Customised Software does not meet the Specifications and also fails to function substantially in accordance with the accompanying Documentation.
Acceptance of the Customised Software cannot be withheld due to the existence of small errors, being errors that do not reasonably prevent operational and productive use of the Customised Software, without prejudice to DocRevolution's obligation to remedy these small errors. Acceptance also cannot be withheld due to aspects of the Customised Software that can only be assessed subjectively, such as aesthetic aspects and aspects regarding the design of user interfaces.
After receipt of the Customer's written response in accordance with Article 1.7 of these terms and conditions, DocRevolution will endeavour to the best of its ability to ensure that the Customised Software is repaired within a reasonable term. Such a repair will only take place at DocRevolution's expense if the Customised Software has been developed at a fixed price; otherwise this will take place at the rates applicable at DocRevolution at that time. After delivery of the repaired Customised Software, this will be deemed to have been accepted by the Customer.
If the Customer or one of its Employees requests Support, the computer system on which the Software is installed must be in the immediate vicinity of the Customer or that Employee and be continually available to the Customer or that Employee. The Customer must also have an operational internet connection with DocRevolution.
If it turns out that the Customer was not entitled to Support or if it turns out that the act does not fall under the scope of Support, DocRevolution can charge on the costs of the Support offered to the Customer at the prices applicable at that time and the Customer will owe DocRevolution the price that has been charged on.
In addition to Article D.1, DocRevolution is only obliged to provide Support Services for Customised Software up to the moment the Current Version is two Updates older than the most recent Update at that time.
“Maintenance” includes:
DocRevolution may require that the Customer to adapt its computer system to the new System Requirements as indicated by DocRevolution in connection with added functionality or higher requirements of Updates of the Software. If the Customer fails to comply with these new System Requirements and still installs an Update of the Software, DocRevolution is not liable for any damage resulting from that. If the Customer fails to meet the System Requirements set by DocRevolution and continues to use the old Update of the Software, the provisions of Article 5.2, opening words and under c) of these terms and conditions apply.
Maintenance Services will be performed online as much as possible. The Customer is responsible for creating a data connection with DocRevolution in its computer system. DocRevolution reserves the right to suspend its Maintenance Services if it reasonably determines that the data connection does not meet the technical and safety requirements set by DocRevolution for that purpose.
If the Customer determines a Defect, it must inform DocRevolution of this immediately via the Customer Portal and provide DocRevolution with all system environment and other relevant information in respect of the Defect in order to enable DocRevolution to isolate, reproduce and resolve the Defect.
DocRevolution will provide its initial response to a Defect reported by the Customer within 3 Working Days after the Customer has reported the Defect via the Customer Portal in such a detailed manner that DocRevolution is able to reproduce the Defect. This response may consist of a preliminary analysis or, if available, the provision of a (already known) workaround.
DocRevolution will endeavour, to the best of its ability, to repair the Defects that are reported by the Customer in accordance with the provisions of these terms and conditions. DocRevolution reserves the right to set priorities in the repair of Defects on the basis of the seriousness and consequences of these Defects for the entire data file. If reasonably possible, exclusively at DocRevolution's discretion, DocRevolution will attempt to resolve the reported Defect by offering the Customer a possibility for repair or workaround.
The Customer will provide its full cooperation with DocRevolution's investigation into the Defect, which also includes suspending the use of the relevant Software at DocRevolution's request in order to enable DocRevolution to analyse and repair the Defect. If that cooperation is not provided, DocRevolution will not be obliged to further investigate or repair the Defect.
“Maintenance of Customised Software” entails
Subject to Article 4.3, DocRevolution arranges for the maintenance up to the moment the Current Version is two Updates older than the most recent Update at that time.
If the Customised Software in the Current Version can no longer be maintained, at DocRevolution's discretion, and if the Customer still wishes to use the customised functionality, the Customised Software must be adjusted to the most recent Update. The costs for these adjustments expressly are not covered under the maintenance of the Customised Software and will be offered separately to the Customer by DocRevolution.
Maintenance Services for Customised Software does not entail
If DocRevolution decides to perform the work as described under Article
4.6 anyway, the Customer must pay DocRevolution a fee, in addition to the Maintenance Fee, at the rates applicable at DocRevolution at that time.
The DocRevolution Agreement for the maintenance of the Customised Software enters into effect – with retroactive effect under certain circumstances – on the first day of the month following the month in which DocRevolution has delivered the Customised Software in accordance with Article C.1 Customised Software of these terms and conditions.
Termination of part of the maintenance of the Customised Software in accordance with Article 7.5 means that any additional costs connected to this termination for necessary adjustments of the Customised Software are at the Customer's expense.
Maintenance Services do not include:
DocRevolution is not obliged to provide Maintenance Services, including Maintenance Services in connection with errors and/or Defects arising as a result of:
The Customer must pay an annual fee to DocRevolution for the Maintenance Services (the “Maintenance Fee”). The Customer must pay the Maintenance Fee annually in advance. Where possible, the Maintenance Fee will be invoiced 1 month before the applicable Renewal Date. DocRevolution reserves the right to take measures if the Customer makes excessive use of Support, namely use of Support that significantly exceeds a Customer’s average use of Support. DocRevolution may charge the Customer for the costs relating to this excessive burden.
The maintenance agreement is deemed to have entered into effect on the same day as the day on which the license agreement in respect of the Software came into effect. If for any period in time no maintenance agreement has been concluded while there is a license agreement and the Customer decides to conclude a maintenance agreement again, the Customer will owe DocRevolution the Maintenance Fee with retroactive effect from the moment the last maintenance agreement ended, given the additional time and effort involved because no maintenance was performed earlier.
The maintenance agreement is entered into for the duration of 1 year and is tacitly renewed each time for a consecutive period of 1 year, unless one of the Parties informs the other Party in writing by registered post or via the Customer Portal, at least 3 months before the Renewal Date, that it wants to terminate the maintenance agreement.
The duration of the maintenance agreement will not change as a result of the Customer adding additional orders to the Software under the same license agreement. These additional orders are added to the current maintenance agreement and the Maintenance Fee for Maintenance Services in respect of the additional orders is therefore invoiced proportionally each year, i.e. from the date on which the additional orders were added to the maintenance agreement up to the next Renewal Date. From the following Renewal Date, the Maintenance Fee is invoiced for the entire license value of the Software.
DocRevolution will perform the Consultancy Services to the best of its ability and endeavour to the best of its ability to perform the Consultancy Services with care, where relevant in accordance with the arrangements and procedures determined with the Customer in writing. DocRevolution is not subject to an obligation to produce a certain result.
DocRevolution will send the Customer an order confirmation and add a schedule for the performance of the Consultancy Services. After receipt of the order confirmation signed for approval by the Customer, DocRevolution will draw up an action plan in consultation with the Customer if this has been agreed in the order confirmation. After receipt of the action plan signed for approval by the Customer, DocRevolution will start the actual performance of the Consultancy Services, exclusively in accordance with the action plan.
DocRevolution is always entitled to replace the Person actually performing the Consultancy Services, i.e. the consultant. If the Customer has entered into the DocRevolution Agreement with a view to performance by a certain Person, DocRevolution will always be authorised to replace that Person with one or more other Persons with the same qualifications.
Each day is ended by the consultant drawing up a visit report, which must be signed by the Customer and made available to the Customer by DocRevolution via the Customer Portal. If the Customer does not agree to the content of the visit report, the Customer will inform DocRevolution of this in writing via the Customer Portal within 14 days after the publication of the visit report on the Customer Portal. If such a notification has not been received within the term set, the Customer is deemed to have accepted the content of the visit report as complete and correct.
The Customer is responsible for having its computer system meet the System Requirements. If, on commencement of the Consultancy Services, it turns out that this is not the case, DocRevolution is entitled to invoice the consultancy days on which it could not reasonably perform the Consultancy Services because the Customer's computer system did not meet the System Requirements, or (at DocRevolution's discretion) charge on the costs that DocRevolution had to incur to make the computer system operational in
accordance with the System Requirements.
If the Customer wishes to purchase Consultancy Services, the Customer must contact DocRevolution for that purpose at least 14 days before the commencement date desired by the Customer, following which DocRevolution will schedule the Consultancy Services to be purchased, while taking account of the schedule desired by the Customer as much as possible. DocRevolution cannot guarantee the schedule desired by the Customer.
Up to 5 Working Days before the agreed start date of the Consultancy Services, the Customer can cancel the purchase of the Consultancy Services or request DocRevolution to determine a new start date, which new start date will not be before the original start date. A new start date will be presented in the form of an order confirmation that must be signed for approval by the Customer. If the Customer does not observe the aforementioned term of 5 Working Days, DocRevolution is entitled to charge the Customer for the Consultancy Services that were not purchased, and for the costs incurred.
All prices and rates are exclusive of VAT and exclusive of travel, accommodation and hotel expenses. Invoicing take place based on part-days. Consultancy Services on site are invoiced for at least 4 hours per visit per consultant. On Working Days after 6 p.m., the hourly rates are increased up to 150% of the normal rate and up to 200% during the weekend.
If the Consultancy Services requested by the Customer exceed the number of hours required as estimated to the best of DocRevolution's ability for the performance of the requested Consultancy Services, the Consultancy Services can be performed for the Customer on the basis of the rates applicable at DocRevolution at that time.
In these terms and conditions, “Subscription” means DocRevolution's provision of
The subscription agreement is entered into for the term of one (1) year, cannot be terminated early and is automatically and tacitly renewed for the period of one (1) month after expiry of this term of one (1) year, unless either Party gives the other Party written notice, per registered post or via the Customer Portal, at least one (1) month before the end date of the subscription agreement that it wishes to terminate the subscription agreement.
The term of the subscription agreement is not changed as a result of the Customer adding additional orders to the Software under the same subscription agreement. These additional orders are added to the current subscription agreement and the subscription fee in respect of the additional orders is therefore invoiced proportionally each month, i.e. from the date on which the additional orders were added to the subscription agreement up to the end of the applicable term. If the subscription agreement is renewed, the subscription agreement will entail the entire Software from the Renewal Date and the subscription fee will be invoiced over the total value of the Software.
If the subscription agreement has ended, has not been renewed in time or has otherwise been terminated, the right to use the Software automatically ends. DocRevolution's obligation to perform Support and Maintenance Services pursuant to the subscription agreement therefore also automatically ends.
After termination of the Subscription, the right to use and make publicly available Publications created with the Software ends. It is sufficient for DocRevolution to prove this by means of a visual comparison of the Publication created with the Software and the Publications made publicly available by the customer. If the Customer continues to make Publications, made with the Software publicly available after termination of the Subscription, the customer will owe a Subscription fee, increased with a surcharge of 100%, for this to DocRevolution as if the Subscription had not been terminated.
Single Tenant Services: the services DocRevolution provides to the Customer in the context of the Single Tenant Agreement and that consist of
These terms and conditions apply in addition to the conditions of a subscription agreement concluded between the Customer and DocRevolution or in addition to the conditions of a license agreement or support and maintenance agreement concluded between the Customer and DocRevolution. As long as there is a Single Tenant Agreement between DocRevolution and the Customer
Pursuant to the Single Tenant Agreement, DocRevolution grants the Customer the non-exclusive and non-transferable right to use the Single Tenant Services during the term of the Single Tenant Agreement. Customer's use of the Single Tenant Services is exclusively for the Customer's internal business operations and is limited to the type of Single Tenant Software (including the number and type of modules) and the number of Users and/or administrations that the Customer has contractually laid down in the Single Tenant Agreement.
Use of the Single Tenant Services is limited to the Customer and its Employees only. The Customer is not allowed to use the Single Tenant Services for the benefit of third parties (for example for training courses of third parties, commercial use or timeshare, lease or use by a service agency, accountancy and bookkeeping services).
Insofar as this is not in conflict with any mandatory statutory provision, DocRevolution has the right to adjust the Single Tenant Services at its own discretion. DocRevolution will inform the Customer in good time of any adjustments insofar as these are relevant for the use of the Single Tenant Services, at DocRevolution's discretion.
The Customer owes DocRevolution a Hosting Fee pursuant to the Single Tenant Agreement. The Hosting Fee is due on a monthly basis in advance and is based on
The Customer and the User are responsible for the Single Tenant Login Details, must handle these details with care and are solely responsible for the Single Tenant Login Details. The Single Tenant Login Details are personal to the individual User and cannot be transferred to another Person, or inside or outside the Customer's organisation. The Customer and the User are obliged to maintain absolute confidentiality in respect of the Single Tenant Login Details. The Customer is liable for each use of the Single Tenant Login Details by its Users and all actions of the Users in this context are at the expense and risk of the Customer. DocRevolution does not accept any liability whatsoever for this.
The Customer shall only access the Single Tenant Services and use these in accordance with the provisions of the Single Tenant Agreement, these terms and conditions and the applicable laws and regulations. The Customer will not use the Single Tenant Services for any act(s) or conduct that exposes DocRevolution to negative publicity.
The Customer guarantees that the Users will handle their access to the Single Tenant Services and the information required in that context with care and the Customer unconditionally retains and/or accepts ultimate responsibility for all information that Users add to or change in the Single Tenant Software.
The Customer will at all times act carefully and lawfully towards third parties, in particular by honouring the intellectual property rights and other rights of third parties, by refraining from disseminating information in a manner that is in conflict with the law, by not allowing unauthorised access to systems, by not spreading viruses and other harmful programmes or data, by not committing criminal acts or violating any other statutory obligation.
The Customer is not allowed to:
Notwithstanding the above, the Customer must refrain from using the Single Tenant Services to spread or facilitate spam (including having SMTP relays and/or proxies open, hosting or enabling the hosting of websites that advertise through unsolicited messages and providing DNS services for such websites). The burden of proof to show that the addressee’s prior consent was given if bulk communications are transmitted by or on behalf of the Customer lies with the Customer. The Customer is liable for damage caused by distributing spam. Damage includes in any case, but is not limited to, compensation for the time spent by DocRevolution on removing its IP addresses and those of its other Customers of DocRevolution that have been added because of the spam from spam filter blacklists, and the costs related to handling complaints about the spam distributed by the Customer.
If DocRevolution believes the undisturbed operation of its infrastructure and/or the provision of services to its Customers is at risk for reasons including but not limited to virus infections, denial of service attacks, port scans, hacking, spam from or on behalf of the Customer or otherwise, it may issue instructions that must be immediately followed by the Customer, and DocRevolution may suspend all or part of its services for as long as the relevant risk exists. If the Customer does not immediately follow the instructions, it will be in default without further notice of default being required.
For any actual or suspected misuse or other improper use of the Single Tenant Services or other violation of the provisions of the Single Tenant Agreement, DocRevolution may, at its own discretion and with immediate effect:
DocRevolution provides the Single Tenant Services based on its fair use policy. This means that DocRevolution generally imposes no restrictions on the nature and size of the Customer’s use of the Single Tenant Services, other than as intended in these terms and conditions. DocRevolution offers the Single Tenant Services for a quantity of information that it stores and the volume of data transport it realises, as can be expected on average in an enterprise of comparable size. This is on the understanding that DocRevolution reserves the right to take measures if excessive use occurs, namely use that significantly exceeds an average Customer’s use. The Customer must take measures to end the aforementioned excessive use immediately after DocRevolution has first reported this. DocRevolution may suspend the Single Tenant Services if a persistently excessive load occurs. DocRevolution can charge the Customer for the costs of this excessive load at the rates that are applicable at DocRevolution at that time. Excessive load also includes excessively high use of processing, memory, network, disk and storage capacity, as well as excessive use of management services and support services.
If in the Single Tenant Agreement and/or in the Service Legal Agreement the Customer and DocRevolution have agreed on a restriction in respect of the storage capacity and/or the number of transactions, mutations or financial or other entries recorded by the Customer, for a specific period or otherwise, DocRevolution is, in the event that this capacity and/or number is exceeded, authorised to charge the Customer for the costs of this at the rate specified in the Single Tenant and/or Service Level Agreement, or if there is none, at the rates applicable at DocRevolution at that time. The Customer hereby agrees that DocRevolution may access to Customer Data to report the storage capacity used and/or the number and size of the transactions, mutations and financial entries recorded by the Customer, solely to determine whether the capacity and/or number agreed by the Parties has been exceeded. DocRevolution’s records will constitute conclusive evidence for this purpose, unless the Customer proves the contrary.
The Single Tenant Agreement is entered into for the duration of 1 month and is tacitly renewed each time for a successive period of 1 month, unless either Party informs the other party in writing by registered post or via the Customer Portal no later than 1 month before the Renewal Date that it wishes to terminate the Single Tenant Agreement.
The Customer must at all times have a license agreement or subscription agreement in place in respect of the Single Tenant Software. If the license agreement or subscription agreement is partially or wholly suspended or terminated, DocRevolution's obligation to provide Single Tenant Services pursuant to the Single Tenant agreement is automatically suspended in respect of the Single Tenant Software for which a license is not in place or no longer applies as of the date of suspension or termination of the license agreement or subscription agreement.
If the Single Tenant Agreement is terminated, the Customer can download all Customer Data up to the date of termination of the Single Tenant Agreement. After termination of the Single Tenant Agreement, the Customer will immediately and permanently cease the use of the Single Tenant Services and also no longer have access to the Single Tenant Software and the data saved on it. The Customer hereby grants consent to DocRevolution for retaining the Customer Data for a period of 3 (three) months after the termination of the Single Tenant Agreement.
DocRevolution may amend the Service Level Agreement at its sole discretion. The Customer will be informed of any amendment of the Service Level Agreement as soon as reasonably possible before such amendment enters into effect. DocRevolution may, without prior notice, permanently or temporarily block or disable access to the Single Tenant Services or restrict their use to the extent this is reasonably necessary from time to time:
The Customer always remains the proprietor of the Customer Data and is solely responsible for the content and accuracy of the Customer Data. Customer's compliance with laws and regulations in connection with the creation, storage and disposal of data generated (by the computer) is the Customer's responsibility. DocRevolution will not be subject to any statutory retention period for the data entered by the Customer.
DocRevolution warrants that the Customer Data is protected against loss insofar as this is reasonably commercially feasible, but cannot guarantee that no loss of data will occur. DocRevolution regularly makes a snapshot (copy) of the Customer Data that the Customer has entered via the Single Tenant Services. This copy is only made for internal security reasons exclusively for DocRevolution (for example in case of calamities, disaster recovery etc. at DocRevolution) and will not be distributed to (individual) Customers. Unless agreed otherwise in the Service Level Agreement, the Single Tenant Services do not entail the provision of any back-up, disaster recovery or business continuity services to the Customer. For that reason, DocRevolution advises the Customer to make a copy of all its data, before all data is entered via the Single Tenant Services, with a frequency that is suitable to recover these data with a minimum impact on its business. Such copies must be saved in advance outside the (environment of the) Single Tenant Services. In no event shall DocRevolution be liable for the costs of (reproducing) damaged, corrupt or lost data, nor for any (consequential) damage or loss of profit on the part of the Customer.
DocRevolution is publishing the DocRevolution IPIDcreator Terms and Conditions in an accessible online document. This means that it is easier to use for all target groups. And we think that's important at DocRevolution.