General Terms and Conditions*

* In this translation an attempt has been made to be as literal as possible without jeopardizing the overall continuity. In the event of discrepancies or ambiguity between the original Dutch version of the General Terms and Conditions of TruQu and this translation, the Dutch text shall prevail.

Article 1 Definitions

In these Terms and Conditions the following terms, either singular or plural, commencing with capital letters, are attributed the meanings as defined in this article:

1.1.       Connection Agreement: if applicable, the document stating specific agreements between TruQu and Client on accessing and using the Platform and purchasing of Services;

1.2.       Account: the account created by Client on the website, which provides Client access to the Platform and enables Client to make use of the Services;

1.3.       Services: all services delivered to Client by TruQu, as described on the Website, the Platform, in the Connection Agreement and in these Terms and Conditions;

1.4.       Intellectual Property rights: all intellectual property rights and the rights related thereto, including but not limited to: copyrights, trademark rights, trade name rights and database rights, as well as rights to know-how;

1.5.       Client: the (legal) entity with whom TruQu enters into the agreement;

1.6.       Agreement: the agreement between TruQu and Clienton the use of the Platform and the purchase of Services;

1.7.       Platform: the platform offered by TruQu, and on which Services are delivered to Client;

1.8.       TruQu: the company with limited liability, TruQu B.V., with its registered office in Amsterdam and its principal place of business in (1066 VH) Amsterdam at Johan Huizingalaan 763A;

1.9.       Conditions: these general terms and conditions of TruQu;

1.10.     Website:the website of TruQu on which an account is created and Services can be requested, accessible, amongst others, on the domain www.truqu.com.
Article 2 Agreement and applicability

2.1        This Agreement is applicable upon (i) the creation of Account by Client on the Website, or (ii) the offer and acceptanceof the Connection Agreement. If the Agreement is concluded in accordance with (i) these Conditions and the terms and conditions set out on the Website and the Platform shall exclusively apply. If the Agreement is concluded in accordance with (ii) the conditions under the Connection Agreement shall additionally apply and may deviate from these Conditions.

2.2        These Conditions shall apply to all Services, any use of the Platform, any offer and quote made by TruQu with respect to the Services and to the Agreement, and shall form an integral part of the Agreement.

2.3        The Conditions shall also apply to the Services, in part or in full, for which TruQu has contracted a third party.

2.4        TruQu explicitly rejects the applicability of any general (procurement) conditions of Client. In the event and to the extent that other conditions than these Conditions may apply, the provisions of these Conditions shall prevail.

2.5        TruQu shall be entitled to change or extend these Conditions at any time.

2.6        The latest Conditions are available on the Platform. If a change to or extension of the rights or obligations of Client are significantly impacted, TruQu shall inform Client explicitly thereof, or publish the changes so that they are clearly visible on the Platform.

2.7        If Client continues to use the Platform after changing or extending the Conditions, Client is deemed to have accepted the amended or extended Conditions.

 

Article 3 The Services

3.1        The Servicescomprise the ability for Client to create an Account on the Website or by means of login details provided by TruQu. Using the Account the Client is able to use the Platform, which can be described as a “smart review & rating platform”. Client can purchase “reviews” for the price and in the manner as indicated on the Platform. Each review can be used once in order to allow an object to be reviewed: a person, a project, a company, and so on. The manner in which a review is requested can, to a certain extent, be determined by Client.

3.2        Client can provide login details to persons, so that they can log in and, at the discretion of Client (i) have access to reviews about themselves and request reviews about themselves, such as in the case of employees and contractors or (ii) are able to give reviews on others, such as in the case of assignment owners or employers of Client.

3.3        The Platform offers advanced functionalities which, after the complete review of an object, provides Client with insights into the requested characteristics thereof, such as quality.

3.4        Services are described further on the Website. The Platform and the Services are provided “as is”.

3.5        TruQu shall provide the Platform and the Services to the best of its ability. Unless otherwise expressly determined, TruQu and/or its licence providers give no guarantee whatsoever on the basis of which they can be held liable, including but not limited to guarantees, commitments and indemnifications in respect of the quality, security, fairness, integrity and accuracy of the Services.

 

Article 4           Account

4.1           In order to be able to use the Platform, Client is required to create an Account and complete the necessary information that is required for this. Client is responsible for ensuring that the information that is provided is complete, up-to-date and correct. It is not permitted to create an Account in the name of another person and/or to provide false information. During registration, Client is also required to provide a user name and password, which give access to the Account.

4.2           Client is responsible for keeping the password secret. Client is also responsible for everything that the Account on the Platform is used for. TruQumay assume that Client is actually the person who has accessed his Account. As soon as Client knows or has reason to suspect that a password has got into the hands of unauthorised persons, Client is required to inform TruQu of this, without prejudice to the requirement of Client to take immediate appropriate measures, such as for example changing the password.

4.3           TruQu reserves the right to change the login procedure and passwords in the event that this is deemed necessary in the interest of the functioning of the Services.

 

Article 5           Use of thePlatform

5.1        Clientshall accept to be solely responsible for the purchase and appropriate functioning of the infrastructure which is required to use the Platform.

  • Clientshall accept and assume responsibility and liability for the use of the Platform through the Account and shall indemnify TruQu for any damages or costs related thereto.
  • Client shall not be permitted to; use the Platform in such a way that it can or will damage the interests and/or reputation of TruQu or one of its licensors; crawl, spider or scrape the contents of the Platform; use the Platform in a way which may lead to unauthorised or unwanted advertising, junk, spam, bulk e-mail, swindle or phishing; use the Platform in a way which infringes Intellectual Property rights or any other rights; use the Platform in a way which violates these Terms and Conditions and/or the Agreement and/or the applicable laws and regulations.
  • If Client becomes aware of the use of the Platform which breachesthis Article, or, if any problems, errors or technical issues are identified, Client shall notify TruQu of this immediately.
  • Client guarantees towards TruQu that Client is entitled and authorised to make use of the Service and shall act in accordance with these Terms and Conditions. Client guarantees that Client shall not misuse the Service in any way.
  • Client guarantees that in making use of the Service, Client shall (i) not use any robots, spiders, scrapers or other applications, (ii) not perform any actions which may monopolise the Service unreasonably and/or disproportionately and/or impede the functionality of the Service, and/or (iii) not use any applications that monitor the Service and/or copy parts of the Service.
  • Client shall indemnify TruQu against any claims of third parties based on the assumption that the activities performed by Client with the aid of the Service are unlawful in any way.

Article 6 Support and Maintenance

6.1        Clientshall accept that (i) functional, procedural or technical changes or improvements could be made to the Platform at any time; (ii) the Platform could be (temporarily) taken out of service, or that the use of the Platform could be restricted at any time, without resulting in any liability for TruQu.

  • Clientshall notify TruQu immediately of any problems with the Platform and which require the assistance of TruQu or which restrict TruQu in the delivery of the Platform.
  • TruQu shall notify Client of any planned work at its earliest convenience.
  • TruQu does not guarantee that the Platform or the Services are accessible at all times and without interruptionsor breakdowns. Breakdowns can, although not exclusively, occuras a result of breakdowns in the internet or telephone connection or because of viruses orfaults/defects. TruQu cannot be held liable or liable to pay compensation, forany damage arising from the (temporary) unavailability or (temporary) interruption of theService.

 

Article 7 Payment

7.1        Clientshall pay the prices for the Services, as specified on the Platform and/or in the Connection Agreement. All prices are denominated in euro and exclusive of value added tax (VAT), reimbursement of expenses, rights and other government levies which have been or will be imposed, unless agreed otherwise.

7.2        TruQu shall be entitled to increase the price for the Services. Client shall not be obliged to purchase Services at a higher price.

  • If Client creates an Account on the website, any fees shall need to be paid in advance through the Platform by making use of one of the available payment options (including a payment service provider, a bank transfer or credit card payment).
  • In the event of a Connection Agreement, sections 7.5 up to and including 7.8 shall apply.
  • Payments due shall be made by Client in accordance with the payment conditions agreed in the Connection Agreement or stated on the invoice. TruQu shall be entitled to invoice amounts in advance or charge them afterwards. In the absence of a specific payment provision, Client shall settle the invoices within 30 days after the invoice date.
  • Payment dates are firm dates.
  • Client shall not be permitted to suspend or offset any payments.
  • If Client does not pay the amount(s) due after a summons or notice of default, TruQu can pass on the claim for collection, in which case Client shall, in addition to the total amount due, be obliged to pay for all out-of-court expenses, including expenses charged by external experts in addition to the costs determined by law.
  • In any event, without prejudice to the above, TruQu shall, in the event that Client does not meet its payment obligations, be entitled to dissolve the Connection Agreement and/or suspend or terminate the access to the Platform and/or the results of the Services.

 

Article 8 Privacy

8.1        By making use of the Platform, Clientmay possibly process personal data. The personal data is saved by TruQu on behalf of and commissioned by Client. In respect of the personal data that is processed, collected and used by Client in connection with the use of the Platform, Client shall qualify as ‘controller’ as referred to in European regulations on privacyand the Personal Data Protection Act of the Netherlands, and TruQu as processor. Client shall warrant to comply with all (statutory) obligations relating to the processing of personal data, including (but not limited to) the obligations arising from the European Directive 95/46/EG, any European Directives or regulations which arise from or expand on the European Directive referred to above and the Personal Data Protection Act of the Netherlands.

8.2        Client shall also warrant that it is entitled to appoint TruQu as the processor of the personal data of Client. In this respect, Client shall indemnify TruQu and/or its licensors for any claims by third parties relating to (or arising from) the processing of personal data by TruQu and/or a claim caused by a violation by Clientof the warrant stipulated in this article.

8.3        TruQu shall ensure that appropriate technical and organisational measuresare taken in order to protect personal and other data against loss or against any form of unlawful processing. These measures guarantee, taking into account the latest technology and the costs related thereto, an appropriate level of protection in view of the risks involved with processing and the nature of the information to be protected. The measures are also focused on preventingthe unnecessarycollectionand further processingofpersonaldata.

8.4        This provision can be classified as a data processing agreement as stipulated in article 14 of the Personal Data Protection Act of the Netherlands.

8.5        In the event that TruQu is of the opinion that a separate data processing agreement between parties is required, Client shall ensure that all cooperation required to conclude the data processing agreement is provided.

 

Article 9 Duration and termination

9.1        If the Agreement on the use of Services is concluded through the Website, Client shall have the right to terminate the use of the Services and the Platform at any time and to terminate the Account.

9.2        In addition to the other (legal) remedies available to TruQu, TruQu shall at all times and without giving reasons and without prior explanation, be entitled to (temporarily) restrict, suspend or deactivate the activities of Client in connection with the Service, to (temporarily) terminate and/or remove the Account, to send out a warning, to terminate the Services or to refuse to provide the Services to Client, in particular – but not limited to –if Client breaches these Terms and Conditions. For this TruQu shall never be liable for any damages or compensation whatsoever.

9.3        In case of a Connection Agreement, the duration of the Agreement is stipulated therein. Unless agreed otherwise, after the initial period agreed in the Connection Agreement, the Agreement shall be automatically renewed by consecutive periods of one (1) year, unless one of the Parties terminates the Agreement towards the end of the current period with due observance of a notice period of two (2) months. Unless agreed otherwise, the Agreement cannot be terminated early by Client.

9.4        Each of the Parties shall be entitled to rescind the Agreement if the Other Party imputably fails to perform material obligations under the  Agreement – in all cases, after having received a proper written notice of default which is as detailed as possible and in which the Party in default has been given a reasonable time period to remedy the breach.

9.5        Each of the Parties shall be entitled to partly or fully terminate the Agreement in writing with immediate effect and without a notice of default if the Other Party has been granted a provisional or non-provisional suspension of payments, if a petition for liquidation is filed with regard to the Other Party or if the Other Party’s business is wound up or terminated for  reasons other than a business reconstruction or merger.

9.6        TruQu shall be entitled to partly or fully terminate the Agreement with immediate effect and without a notice of default, without being liable to Client, in the event that the control over Client’s organisation is changed or articles 5, 8 and/or 10 are breached by Client.

  • If, at the time of the rescission referred to in this Article, TruQu has already undertaken performance in connection with execution of the Agreement, this performance and the related payment obligation shall not be cancelled.Amounts which have been invoiced before the rescission on behalf of TruQu in connection with what it has already properly performed or delivered under the Agreement shall continue to be owed in full and shall be immediately payable at the time of rescission.
  • If the Agreement is terminated for whatever reason, (i) TruQu shall reserve the right to cancel (further) access to the Platform, (ii) rights and licences granted to Client shall be cancelled automatically, and (iii) outstanding invoices shall be immediately payable.
  • All rights or obligations which, by their nature, are intended to continue to apply after termination of the Agreement, shall continue to apply after the termination of the Agreement.
  • TruQushall never be liable to Client for damages as a result of terminating the Agreement, for whatever reason.

 

Article 10               Intellectual property

10.1      All Intellectual Property rights to the Platform and/or the (results of the) Services and all materials and information delivered to Client by TruQu or its licensors shall solely beheld by TruQu or its licensors. Client shall only acquire the rights of use expressly granted in these Terms and Conditions. Nothing in the Agreement shall be taken to mean or interpreted as a transfer of Intellectual Property rights to Client by TruQu.

10.2      Under the conditions stipulated in the Agreement, TruQu provides to Client herewith a non-exclusive, non-transferrable, non-sub-licensable, revocable and limited licence to make use of the Platform for the duration stipulated in the Agreement.

10.3      Client is not permitted to (re)sell, publish, rent out, alienate or make available (access to) the Platform to third parties in a different manner or for a different purpose than stipulated in the Agreement.

10.4      Client is not permitted to adapt, reproduce, reverse engineer or decompile the Platform.

10.5      TruQu shall indemnify Client against any third-party cause of action based on the claim that the Platform infringes an intellectual property right of that third party, on the condition that Client shall immediately notify TruQu in writing about the existence and substance of the cause of action and let TruQu handle the matter completely, including with respect to agreeing to any settlement.

For this purpose, Client shall herewith grant a power of attorney to TruQu, and undertake to provide the information and cooperation required to defend, if necessary in Client’s name, against these claims.

10.6      This indemnification obligation of TruQu shall not be applicable if the alleged infringement relates to (i) materials made available to Client by TruQu for the use, adaptation, processing or incorporation, or (ii) changes Client has made or caused third parties to make to the Platform and/or the (results of the) Services or other materials, without prior written approval of TruQu.

10.7      If it has been established in court as an incontrovertible fact that the part of the Platform developed by TruQu itself infringes any intellectual property right of a third party or if, in TruQu’s judgment, it is likely that such an infringement may occur, TruQu shall, if possible, make every effort to ensure that Client is able to continue to use the Platform or a functionally equivalent programme. Any other or more extensive liability or indemnification obligation on TruQu’s part shall be completely excluded.

10.8      The Intellectual Property rights on the content of Client shall remain with Client. Client shall grant herewith a licenceto TruQu for the use of the content of Client insofar as this is necessary for the provision of the Services.

10.9      Nothing in the Agreement shall restrict TruQu’s right to use and publish acquired skills, knowledge and know-how under the performance of the Agreement.

 

Article 11               Confidential information

11.1      Information provided or published by Party to Other Party of which the receiving Party may reasonably understand that it is confidential, shall be treated by the receiving Party strictly confidentially.

11.2      The obligations of confidentiality stipulated in this Article shall not apply if the receiving Party is able to demonstrate that the information is not confidential, because it was: (1) already known at the receiving Party at the time that it was provided by the disclosing Party, or (2) already publicly available at the time of the disclosure to the receiving Party. In addition, the confidentiality obligations shall not apply for information which: (1) becomes known as a result of an action by the providing Party, (2) is received legally by the receiving Party from a third party, without violating these confidentiality obligations, (3) is developed by the receiving Party, fully independently from the provision by the providing party; or (4) is made public with the approval of the providing Party.

11.3      With respect to confidential information, Parties shall undertake to adhere to at least the same duty of care and guarantees applicable with respect to their own confidential information. TruQu shall be entitled to disclose confidential information to third parties, such as technical sub-contractors, to the extent that this is deemed strictly necessary in order to perform the Agreement. TruQu guarantees that these third parties shall assume the same duty of care in respect of the confidentiality of the confidential information as set out in this article.

 

Article 12               Liability

12.1      Unless agreed otherwise in the Connection Agreement, this provision sets out TruQu’s full liability to Clientfor failing to perform this Agreement and/or any other liability arising from or relating to the Services.

  • TruQu’s liability as a result of an imputable shortcoming in the performance of the Agreement or for any other reason, shall be limited to compensating direct damages up to a maximum of the amount which Client has effectively paid to TruQu in the last twelve (12) months (excluding VAT). TruQu’s total liability for direct damages shall not, in any case, exceed an amount of € 15,000.
  • Liability for damages other than stipulated in article 12.2, on any account whatsoever, including but not limited to consequential damage, consequential loss, lost profits, lost savings, loss of goodwill, damage through business interruptions, shall be explicitly excluded.The limitations mentioned in articles 12.1 up to and including 12.3 shall not apply if and insofar as thedamage or injury is the result of intentional acts or omissions or gross negligence by TruQu or its managers.
  • Unless performance is rendered permanently impossible, TruQu’s liability because of an imputable failure to perform the Agreement shall in all cases only ariseif Client immediately and properly provides TruQu with a written notice of default, as referred to in article 9.4. Any claim for damages against TruQu shall be extinguished by the mere lapse of twelve (12) months after the claim has arisen.

 

Article 13               Force majeure

13.1      Parties shall not be liable for any delay or shortcoming in the performance of the Agreement as a result of circumstances beyond the reasonable control of that Party, including but not limited to force majeure, terrorism, earthquakes, government interventions, labour conflicts, failing aid programmes, deficit in reserves, riots, war, fire, epidemics or delays by suppliers.

 

Article 14               Applicable law

14.1      Unless Agreed otherwise in the Connection Agreement, these General Terms and Conditions and the Agreement are governed by Dutch law.The application of the United Nations Convention on the International Sale of Goods (Vienna Sales Convention) is expressly excluded.

14.2      All disputes and claims arising from or relating to these Terms and Conditions and/or the Agreement, or any breach thereof, which are not settled amicably between Parties, shall be submitted solely to the competent court in Amsterdam, the Netherlands.

 

Article 15               Other provisions

15.1      Client shall not be authorised to transfer the Agreement and/or the rights and obligations ensuing from the Agreement, including the licence granted, to a third party without prior written approval by TruQu.

15.2      TruQu shall have the right to transfer (part of) the Agreement and/or any rights ensuing therefrom to an entity affiliated with TruQu.

  • If any of the provisions of these Terms and Conditions or the Connection Agreement prove wholly or partially null and void and/or invalid and/or unenforceable, this shall not affect the validity of any of the other provisions.

Parties shall in this event consult each other as soon as possible to agree on a new provision which approaches the nature and scope of the provision deemed non-applicable as closely as possible.

  • Additions to and/or deviations from these Terms and Conditions shall only be valid and applicable if they have been agreed in writing between Parties.