Terms of Use of Qooling BV.

• 1.1 “Qooling Platform” means the Qooling online platform that provides software to help meet international safety standards, as described on www.qooling.com;
• 1.2  “Account” or “License” means the different accounts. The different types of accounts can be found on the website: www.Qooling.com or the Quotation. 
• 1.3 “License Fee” means the (periodic) account fee charged to you for the right to use the software on the Platform.
  1.4. “Services” means the use (license of use) of the Platform, Software and documentation.  
• 1.5 “Support Services”  Extended Support Services offered to you via our Support Packages.
• 1.6 “Service Quotation” refers to the agreed-upon quotation issued by Qooling, outlining the account(s) and Support Services Packages.
• 1.7 “Services Agreement” Upon signature, the Service Quotation becomes the binding Services Agreement and marks the commencement of the implementation phase.
• 1.8 “Support Packages” four different support packages are offered with different type of support, priority and response time as described and agreed upon in the Service Quotation containing the Package. 
• 1.9 “License Agreement” means the license agreement between us and you which grants you access and use of the Software on the Qooling Platform as part of the Services Agreement.

• 1.10 “Intellectual Property” shall mean all worldwide rights in and to intellectual property, including without limitation rights to inventions, trade secrets, know-how, technology, research tools, data, software, improvements and rights of authorship and attribution, whether or not protected by patents or copyrights, and including, without limitation, patent applications, patents, trade secret rights, copyrights, trademarks, and other exclusive or non-exclusive rights pertaining to intellectual property owned or controlled by a party.
• 1.11  “Payment Schedule” means the schedule of payment(s) relating to the performance of the Services set forth in the Quotations or Support Service Contract.
• 1.12 “Personal Data” means any information obtained in connection with this Agreement that can reasonably be used to identify an individual, including but not limited to full name, contact information, precise location information, or any unique identifier, or that may otherwise be considered “personal data” or “personal information” under the European Parliament and Council Data Protection Directive 95/46/EC. 
• 1.13 “Confidential Information” means information which is or has been disclosed by one party to the other, but does not include any information that is:
  a) on receipt, in the public domain, or which subsequently enters the public domain without any breach of this Agreement;
  b) on receipt, already known by the party receiving it;
  c) at any time after the date of receipt, received in good faith from a third party; or
  d) required by law to be disclosed;
• 1.14 “Documentation” means the information provided by Us on using the software on the Platform;
• 1.15 “Force Majeure Event” means any war, riot, strike, natural or man-made disaster, technical problems or other circumstances of a similar nature which prevents you of working with the software of Qooling, including without limitation failure of public or private telecommunications networks;
• 1.16 “System” or “Software” means the software on the Platform, software and data that form the System on which the Platform runs;

• 2.1 Upon receipt of the agreed Licence Fee, Service Support Fees, and Implementation Fees, and subject to your continued compliance with these terms, Qooling grants you a non-exclusive, non-transferable right to use the Platform and Software. Qooling does not sell the Software to you. Ownership of the Software and the Platform remains with Qooling at all times. We provide access to the Platform, Software, and Documentation solely for your internal business use. You agree not to use, reproduce, or distribute the Platform, Software, or Documentation for any resale or commercial redistribution purposes.
• 2.2 The agreed-upon License Fee is charged per individual user of the Platform, based on the type of account selected. You agree that the Software may not be used as a multi-user or network license beyond the number of users explicitly covered by your subscription. 
• 2.3 All License Fees, Service Support Fees, Implementation Fees, and any other applicable charges are non-refundable. This applies regardless of whether the Software was unused, partially used, replaced by new or updated versions, or if the License was terminated before the end of any monthly billing cycle during the Term.
• 2.4 All Fees are exclusive of any taxes, levies, or duties imposed by applicable legislation or tax authorities, unless expressly stated otherwise in this License. You are solely responsible for the payment of all such taxes, levies, and duties.
• 2.5 All fees are payable in advance as agreed upon in the Services Agreement, except if a Trail Period has been agreed upon. 
• 2.6 We shall perform Services including, but not limited to, hosting, monitoring, software updates, and consulting services. You agree to pay all applicable fees in accordance with the terms and conditions set out in the terms, Services and License Agreement. 
• 2.7 We are responsible for the management and maintenance of the above-mentioned services, in line with the performance criteria defined in this Agreement and the related contracts and quotations. All system data is backed up daily on a rolling 14-day basis. This means a backup is created every 24 hours, with the backup from the fifteenth day overwriting that of the first day. Data recovery from these backups is not included in this Agreement. We reserve the right to charge additional fees for recovery services, if and when such recovery is feasible.

Except as expressly permitted in these Terms or under applicable local law, you agree to:

• (a) Refrain from copying or attempting to copy the Software, except as expressly authorized under this License;
• (b) Not rent, lease, sub-license, loan, translate, merge, adapt, alter, or modify the Software in any way;
• (c) Not disassemble, decompile, reverse-engineer, or create derivative works from the Software, in whole or in part, nor attempt to do so;
• (d) Ensure proper supervision and control over the use of the Software, and ensure that your employees and representatives use it strictly in accordance with this License.

• 4.1 You acknowledge that all intellectual property rights in the Software, worldwide, are and shall remain the exclusive property of us. The Software is licensed, not sold, to you. You have no rights or ownership in, or to, the Software other than the limited right to use it strictly in accordance with the terms of this License.
• 4.2 If you are granted access to the Software in source code form or in any unlocked format (including, without limitation, JavaScript or CSS), you agree not to copy, modify, adapt, distribute, disclose, or otherwise use any part of the Software, nor to enable or authorize any third party to do so.
• 4.3 You retain full ownership of all content, data, and documentation that you upload to or insert into the Software, including but not limited to images, spreadsheets, text files, and other digital information (“Client Data”). We make no representations regarding the accuracy, reliability, or completeness of any Client Data. You are solely and entirely responsible for all Client Data submitted, uploaded, or otherwise made available through the Software, and for any consequences resulting from such data, including actions taken by us or any third party.

• 5.1 You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.
• 5.2 To the fullest extent permitted by law, we shall not be liable to you under any circumstances—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—arising out of or in connection with this License or the provision of Support Services, for any of the following:(a) loss of profits, sales, business, or revenue;
  (b) business interruption;
  (c) loss of anticipated savings;
  (d) loss or corruption of data or information;
  (e) loss of business opportunity, goodwill, or reputation;
  (f) any indirect or consequential loss or damage;
  (g) loss of data resulting from the failure of public or private telecommunications networks.
• 5.3 Our total aggregate liability arising under or in connection with this License or the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in all circumstances be limited to the lesser of: (i) the total Account Fees paid by you in the three (3) months immediately preceding the event giving rise to the claim; or (ii) the maximum amount recoverable under our applicable insurance policy in respect of that claim, provided that in no event shall our liability exceed €20,000.
• 5.4 This License constitutes the entire agreement between the parties with respect to the provision of the Software and Documentation and sets out the full extent of our obligations and liabilities in that regard. Except as expressly provided in this License, all conditions, warranties, representations, or other terms—whether express or implied by statute, common law, or otherwise—are hereby excluded to the fullest extent permitted by law.

• 6.1 The pricing is determined based on the number of users, the type of Account(s) and Package selected, as well as any Implementation Services or additional Services requested. All stated prices are exclusive of VAT and any other applicable taxes.
• 6.2 If changes occur that, necessitate price adjustments, such as major necessary updates of the software, the price adjustment shall take place in consultation with you.
• 6.3. If during the term of the agreement a change occurs in the labor costs and/or other costs of us, as a consequence of (a) change(s) in the relevant (collective) labor agreement, or as a consequence of legislation, decisions or decrees of official authorities of a compulsory nature, or if changes occur in the costs of the used auxiliary materials, materials, transport means, and the like then we can proceed with the implementation of a change of the contractual price.
• 6.4 Every July we have the right to adjust our prices based on the consumer price index (CPI) as calculated by CBS, in the Netherlands. With a negative CPI, the price will be the same and will not be lowered.

• 7.1 You must pay us the amounts specified in this agreement and the corresponding quotations and contracts, in accordance with the timing specified.
• 7.2 All sums payable by you under this agreement shall be made in full, without set-off or counter-claim and, except to the extent required by law, free and clear of any deduction on account of tax or otherwise.
• 7.3 Unless stipulated otherwise in writing, payment must take place within 14 days after the date of the invoice, without any discount or setoff. You shall be in default as a result of the mere expiry of this payment term of 14 days. You shall not be authorized to suspend its payment obligation vis-à-vis us, on any ground whatsoever.
• 7.4 In case of untimely payment you shall be held to pay default interest equal to an interest rate of 1% per month. In addition you shall in case of failing (or untimely) payment be held to pay all extrajudicial and judicial collection costs necessarily incurred by we(full costs of legal assistance included), with a minimum of € 250,-.
• 7.5 If you fail to comply with one or more of its obligations vis-à-vis our obligations to comply are automatically and immediately suspended until you have effectuated full payment of that which has fallen due (including interest and costs) and we shall also be authorized to desire you to provide immediate payment of and/or sufficient security for compliance with its obligations, e.g. in the form of a bank guarantee, to be issued by a Dutch bank institution. The (contractual) payment obligations of you continue during the period of the suspension. You are therefore not entitled to reduction of the stipulated total price / contracting sum for that period.
• 7.6 Payments received from you shall first be applied to costs and default interest. Then received payments are applied to the oldest outstanding invoice.
• 7.7 We may discontinue or suspend your possibility to login on your Account and our (extended) Support Services, immediately by written notice (email) if you fail to pay any Fees or invoices.  

• 8.1 We may terminate this License or any Service(s), immediately by written notice to you if:
  (a) you commit a material or persistent breach of this License which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; or
  (b) you fail to pay any Fees as agreed upon.
• 8.2 You or we may terminate this License, Service or Package by giving the other party 1 month prior written notice.
• 8.3 Upon termination for any reason:
  (a) all rights granted to you under this License or Package shall cease and you and each of your users shall immediately cease to have access to the Software and your Data; and
  (b) you must immediately cease all activities authorized by this License or Package;
• 8.4 If you provide written request to us to terminate this License, then we shall use reasonable endeavours to permanently delete all Client Data as soon as practicable following such date that is one month after termination (the “Termination Period”) (but no later than twelve months of receipt of such request), provided that we shall not delete your data prior to the expiry of the Termination Period. If we receive written confirmation from you prior to the expiry of the Termination Period that you wish us to export all your data and deliver this to you, we shall do so but reserve the right to charge for and receive from you, prior to delivery of you Data, our reasonable costs and expenses in doing so.

• 9.1 You can send us emails at: info@qooling.com. We will confirm receipt of this by contacting you in writing, normally by email.
• 9.2 If we have to contact you or give you notice in writing, we will do so by email on address you provide to us in your order for the account or Package.
• 9.3 Please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

• 10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this License or Package that is caused by Force Majeure.
• 10.2 If Force Majeure takes place that affects the performance of our obligations under this License:
  • (a) our obligations under this License will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure; and
  • (b) we will use our reasonable endeavors to find a solution by which our obligations under this License may be performed despite the Force Majeure.

• 11.1 The parties recognize and acknowledge the confidential nature of any Confidential Information.
• 11.2 Neither party may use or disclose any Confidential Information other than:
  • a) to its employees or subcontractors to the extent necessary;
  • b) with the express prior written consent of the other party; and
  • c) to its professional advisers.
• 11.3 Each party agrees to implement such security arrangements as may be necessary to ensure that the secrecy of the Confidential Information is preserved. Client, not us is responsible for the safety of the personal data/privacy of his users. Client will take the necessary measures to insure compliance with the legal (EU) rules and regulations on personal data and privacy of his users. If necessary, parties will sign a Data Processing Agreement.
• 11.4 During the term of this agreement and after its termination, parties undertake to maintain strict confidentiality with regard to everything that comes to their knowledge or has come to their knowledge about and in connection with each other’s companies as well as their affiliated companies, the activities and relationships of each other, including the customers. Parties are obliged to treat this information in strict confidence and not to disclose it to third parties.
• 11.5 Neither party may advertise or publicly announce any matter relating to the existence or the contents of this agreement without the other party’s prior written consent. We shall be entitled to refer to you as a Client and provide your name in our portfolio. We has the right to publish this information on our website, in presentations, banners, etc. to promote ourselves.
• 11.6 You shall indemnify us against any losses, costs [including solicitor], expenses, demands or liability, whether direct, indirect, consequential, or otherwise, and whether arising in contract, tort [including in each case negligence], or equity or otherwise, incurred as a result of any unauthorized disclosure or use of the Confidential Information.

• 12.1 We may transfer our rights and obligations under this License to another organization or entity, but this will not affect your rights or our obligations under this License.
• 12.2 You may only transfer your rights or your obligations under this License or Package to another person or entity if we agree in writing.
• 12.3 The License or Services agreement together these terms and agreed upon quotations constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this in this License or any document expressly referred to in it.
• 12.4 If we fail to insist that you perform any of your obligations under this License, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
• 12.5 Each of the conditions of this License operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
• 12.6 You shall not subcontract any of its obligations under this Agreement without the prior written consent of Us.
• 12.7 We may subcontract the performance of this Agreement in whole or part. We may, without the consent of you, engage individuals on a subcontract or consultancy basis, whether or not operating under a corporate structure, to assist in the provision of any Services pursuant to this Agreement.
• 12.8 GDPR and Privacy Policy applies mutatis mutandis. The Privacy Policy can be found on the website: qooling.com or will be sent to you free of charge on request. 
• 12.9 When we obtain goods or services from third parties for its own account and risk, after which these goods or services are passed on to you, the provisions of the general terms and conditions of and / or separate agreements with regard to the warranty and liability with these third parties also apply to the Client.

• You are not allowed to employ or hire staff or subcontractors of us in any way whatsoever, either directly or indirectly, without prior written permission of us. This prohibition is applicable during the term of the agreement concluded by and between you and us, as also for a period of 24 months after termination of the agreement.

• If you act, without permission of us, in breach of the provisions in Articles 3,  11.4 and 11.5 or 13 you forfeits a penalty to us of EUR 20.000 and  EUR 1000 per concerned member of our staff/subcontractor per week or part of a week that the breach continues. (ook nog met kopie en ter beschikking stellen aan derden

• Qooling makes every effort to ensure the reliability and accuracy of all published content on our website. However, inaccuracies may occur. Qooling is not liable for damages resulting from inaccuracies, problems caused by or inherent in the distribution of information via internet or technical malfunctions.

• This Agreement shall be governed by Dutch law, and the parties submit to the exclusive jurisdiction of the court of Amsterdam, The Netherlands.