General Terms and ConditionsThese General Terms and Conditions which describe the provisions for the use of the services offered by SmartUBL
Agreement: The agreement regarding the provision of one or more services by SmartUBL to the Client, whether or not concluded within the framework of a Framework Agreement.
Client: The other party of SmartUBL in an Agreement.
User: A natural person who uses the Web service on behalf of and for the benefit of the Client.
Main User: A User appointed by the Client as manager of the Environment.
Client: A natural or legal person who is a Client of the Client and to whom SmartUBL indirectly provides services for the Client.
Parties: Client and SmartUBL
Price list: The current SmartUBL Price list for the use of the Web service and related services.
Domain: Domain is a private area within the Web service, where all data and processing documents of one Client that are related are managed and stored. The Users and Clients of the Client do not have access to the Web service outside this Domain.
Processing instructions: Based on available information, SmartUBL will give suggestions to the Client about the coding of processing documents to be followed. These instructions are viewed, if necessary adjusted and approved by the Client or Client.
Functional specifications: The written specifications included in the user manual describing the functions and data of the application.
Report: A Report from a User to SmartUBL about a problem with regard to the Application or a question about the use or implementation of the Application
Defect: The substantial non-compliance of the Application with the Functional specifications.
Error: Incorrect processing of processing documents because it is in violation of the Processing Instructions of SmartUBL or Client.
Special Terms and Conditions: Special Terms and Conditions: Any Special Terms and Conditions agreed between the Parties.
SmartUBL: Trade name of Bluzor BV SmartUBL LLP, with offices at Deldenerstraat 70, Hengelo.
Web service: An online internet application that is made available digitally by SmartUBL.
Administration processing: Service of SmartUBL where the Client or its Clients offers processing documents for processing by SmartUBL. SmartUBL will, where necessary, read, separate, sort and book these processing documents in accordance with the coding settings approved by the Client. All processing documents are then stored in an online archive.
Smartphone App: An accountant-style app that allows Clients’ Clients to consult their financial data from the Administrations. They can also view the scans and send photos of receipts for processing.
Accounting system: Software of the Client in which one or more Administrations are processed. Application of SmartUBL makes a Connection with this for the purpose of performing the service provided.
Administration: An accounting that is kept in the Accounting system of the Client or its Client.
Copy administration: For the sake of the Web service and Administration processing, a copy of the accounting system is created in the Web service. This Copy administration contains the basic information about an administration in the accounting system.
Connection: Working web services link between the SmartUBL Web service and the Client’s Accounting system.
Custom software: Software specifically developed at the request of the Client.
Acceptance test: A test with which the Client can investigate whether the subject of acceptance meets the Functional specifications.
Maintenance: whether or not after Reporting a Defect by one User, performing Maintenance aimed at detecting and repairing or preventing Defects in the Web service.
Administration panel: That part of the Web service where Main Users can register new Administrations and new Users. Here Main Users can activate, configure and deactivate various functionalities of the Web service.
Contacts: Persons as referred to in the Agreement with the client and SmartUBL who are authorised to make decisions regarding the activities and cooperation in general.
Processing documents: Data offered by client or its Clients for processing and archiving by SmartUBL. Processing documents can be (PDF) scans of documents, UBL e-invoices and Excel sheets.
APPLICABILITY OF THESE TERMS
2.1The conditions below apply to all legal relationships between the SmartUBL and the Client the party that gives any order to SmartUBL – within the framework of which SmartUBL accepts and carries out an order. Anyone who is engaged by SmartUBL in the context of the implementation of the Agreement can rely on these General Terms and Conditions.
2.2The conditions below apply to all legal relationships between the SmartUBL and the Client SmartUBL will inform the Client of a change at least 30 days in advance. A change is deemed to have been accepted by the Client and will take effect on the date indicated by SmartUBL, unless the Client informs SmartUBL in writing within 30 days after the notification that he does not accept the change. In that case, the Parties have the right to terminate the Agreement subject to a cancellation period of 30 days.
CONCLUSION AND DURATION OF THE AGREEMENT
3.1An Agreement is concluded because the Client offers the SmartUBL offer in writing or by accepting the execution of the work.
3.2The offers of the SmartUBL are without obligation and are valid for thirty days after their date, unless stated otherwise.
3.3The confirmation is based on the information provided by the Client to SmartUBL at the time. The confirmation is deemed to represent the Agreement correctly and completely.
3.4An Agreement is entered into for an indefinite period of time, unless the Parties agree otherwise or it follows from the content, nature or purport of the assignment given that it has been entered into for a definite period or ends upon completion.
3.5An Agreement for an indefinite period of time may be terminated in writing at any time by either party at the end of a calendar year with due observance of a notice period of at least four months. A Contract for a definite period of time or which ends upon completion of the contract cannot be terminated prematurely.
3.6Services within this Agreement are entered into for an indefinite period of time, unless the Parties agree otherwise or it follows from the content, nature or purport of the assignment given that it has been entered into for a definite period or ends upon completion.
3.7Services for an indefinite period of time may be canceled by either party in writing at the end of a calendar year with due observance of a notice period of at least four months. A service for a definite period of time or ending with completion cannot be terminated prematurely.
DATA AND CONFIDENTIALITY
4.1Unless there is a legal or professional duty to disclose, both Parties are obliged to maintain confidentiality towards third parties with regard to confidential information that they acquire in the context of an agreement with the other Party, its clients, employees, partners or suppliers.
4.2All data and data from the Client concerning the processes, products and projects of the Client are and remain the exclusive property of the Client. Upon termination of this Agreement, all data will be immediately transferred to the Client.
4.3All data and information regarding the rates, processes, working method and the SmartUBL portal are and remain the exclusive property of SmartUBL. The Client will ensure the confidentiality of this information both during and after termination of this Agreement. This confidentiality applies to all employees of the Client. Client is not authorised to give persons other than its employees and / or its Clients access to the portal without prior written permission from SmartUBL.
4.4The data provided by the Client to SmartUBL is stored in a database that is placed under management with an independent third party.
4.5Without the consent of the Client, SmartUBL is not entitled to use the confidential information made available to it by the Client for a purpose other than that for which it was obtained. However, an exception is made in the case SmartUBL acts for itself in disciplinary, civil or criminal proceedings where this information may be of importance.
4.6Both Parties have the right to mention the logo and name of the other, the relevant nature and / or the performance of activities in promotional material and publications, but will not, without prior written permission, provide details of activities that SmartUBL has performed under this Agreement. , to announce.
4.7The Users and Clients determine which data using the Web service are stored and exchanged. Client is for it responsible that the Users store and exchange via the Web service is lawful and does not infringe the rights of third parties. SmartUBL accepts no liability whatsoever for storing or exchanging data via the Web service, unless the infringement was due to gross negligence or negligence on the part of SmartUBL or was caused by failure to comply with what was agreed in the agreement.
4.8Users and the Clients are obliged to keep all User codes and passwords secret.
4.9is not liable for misuse or loss of User codes or passwords unless the infringement is due to gross negligence or negligence on the part of SmartUBL or has been caused by SmartUBL’s failure to comply with what was agreed in the agreement. SmartUBL may assume that Users who log in with a User Code and password have the permission of the Client or the relevant Client. As soon as the Client knows or has reason to suspect that User Codes or Passwords are known to unauthorised persons, he must immediately inform SmartUBL thereof.
4.10Users can change their own password. The application will give a notification, which obliges Clients to change the password periodically. In mutual consultation the authorisation can also be arranged differently such as Single Sign On or other customized solution.
4.11If SmartUBL notices that data stored or exchanged using the Web service is unlawful, it will delete this data or block access to this data. SmartUBL is in no way liable for any damage that might result.
4.12 may not use the data stored or processed in the Administration or the Environment for any purpose other than the provision of services to the Client or the relevant Client. SmartUBL may use the data in anonymous form for statistical purposes. SmartUBL is permitted to use a copy of the Environment in the acceptance environment to check the operation of the Environment or to test an update of the Web service.
PRIVACY
5.1The use of the Web service may entail the processing of personal data. SmartUBL acts as a processor within the meaning of the Personal Data Protection Act and will comply with all obligations arising therefrom. With regard to this personal data, the Client is regarded as a responsible person as referred to in Article 1 under d of the Personal Data Protection Act and will comply with all obligations arising from this.
INTERNET TRAFFIC
6.1The Client and SmartUBL are aware that the use of the Internet for data exchange and e-mail traffic involves risks such as, but not limited to, distortion, delay and virus transfer. Client and SmartUBL will do or fail to do everything that can reasonably be expected of them to prevent it from being realized of such risks. Client and SmartUBL are not liable towards each other for damage that may occur as a result of the use of internet traffic.
INTELLECTUAL PROPERTY RIGHTS
7.1All intellectual property rights to the Web service, including the functional and technical design, the design, the programming, the database structure, the possibilities for use and the source code of the Web service, and all related documents rest exclusively with SmartUBL or its licensor. The delivery or use of the Web service or any other service or product by SmartUBL does not result in the transfer of any intellectual property right to the Client.
7.2The Client is not permitted to indicate an intellectual property change, remove or make the property rights of SmartUBL unrecognizable.
7.3The actual use (including but not limited to, Username, password and / or name of the environment) of the Web service is not transferable without prior written permission from SmartUBL.
7.4By signing the Agreement, the Client only receives the right to use the Web Service during the term of the Agreement.
REIMBURSEMENT
8.1The reimbursement for SmartUBL will be charged to the Client on a monthly basis, unless the Client and SmartUBL have made other agreements on this. Sales tax is charged separately on all amounts owed by the Client to SmartUBL.
8.2For custom work, 60% is invoiced in advance and 40% on delivery. The reimbursement is based on the number of services purchased from SmartUBL.
8.3 SmartUBL is entitled to index its applicable rates for agreed services on January 1 of each year in accordance with the provisions of Appendix 3. SmartUBL also has the right to change its rates in the interim. SmartUBL will notify the Client of a price change at least 30 days in advance. A Client who does not agree with an interim change is entitled, until the change comes into effect, to submit a written objection to the price change as of the date on which the changes take effect. In that case, SmartUBL is entitled to terminate the service in writing with due observance of a notice period of 4 months, or to continue the service at the applicable rate.
8.4 SmartUBL uses different service types with different rates depending on the number of transactions to be processed per year. The service forms are based on the following principles:
The number of Administrations that the Client has indicated that it wants to offer in the Web service
The number and nature of the processing documents that are offered for processing for these Administrations
The nature and number of additional Web service functionalities purchased for these Administrations.
8.5 SmartUBL can charge one-off or structural additional work that falls outside the regular processing of processing documents if approved in writing by the Client at a previously discussed rate.
8.6 All prices on the Website, brochures and newsletters are subject to typing and calculation errors. SmartUBL is not responsible for the consequences of apparent typing and calculation errors.
PAYMENT
9.1Payment by the Client must be made, without deduction, discount or set-off, within the applicable periods, but in no case later than thirty days after the invoice date. Payment must be made in Dutch currency by means of a deposit If the Client does not meet all its payment obligations on time, SmartUBL can, without prejudice to its other rights, suspend all its activities for the Client after a written 7-day period. Any additional costs arising from this are at the expense of the Client and any completion dates are extended by the suspension period.in favor of a bank account to be designated by SmartUBL.
9.2If an invoice is incorrect or incomplete in the opinion of the Client, he will inform SmartUBL of this within 10 working days of receipt, failing which the invoice will be accepted. Any objections with regard to the work performed and / or the invoice amount do not suspend the payment obligation of the Client.
FORCE MAJEURE
10.1In the event of force majeure such as theft, government measures, fire, computer defects, disruptions in telecommunications and internet connections, epidemics, illness of employees, loss of data, war, water damage and all other circumstances that temporarily or otherwise prevent compliance with the Agreement, SmartUBL the right to add the duration of the force majeure to the delivery time or to cancel the Agreement.
10.2Client has the right to cancel the Agreement with immediate effect if the force majeure lasts longer than two months. The payment obligation for the Client expires on the day that fulfillment due to force majeure has become impossible.
LIABILITY
11.1SmartUBL will perform its activities to the best of its ability, taking into account the care that can be expected from SmartUBL. If an Error or Defect has arisen because the Client has provided him with untimely, incorrect or incomplete information, SmartUBL is not liable for the resulting damage.
11.2In the case of SmartUBL Errors or Defects, SmartUBL is only obliged to repair shortcomings in the shortest possible term free of charge, or, at its option, the amount it has received for which the Error or Defect relates to Client to return.
11.3Except in the case of deliberate recklessness or intent on the part of its subordinates, SmartUBL is not liable for damage resulting from any Error, Defect, other shortcoming or any unlawful act. To the extent that this limitation is definitively unacceptable in lawapplies that the total aforementioned liability of SmartUBL, including any obligation to repay a received sum of money, is limited to a maximum of three times the amount of the fee received by SmartUBL for the operation of the relevant administration for which the Defect, Error or shortcoming oversees the last calendar year.
11.4Under no circumstances does SmartUBL bear liability for consequential damage, including lost profit, lost turnover and reputation damage. Any liability for Errors or Defects (including any unlawful act) in the performance of the work on the part of SmartUBL rests solely with the legal person SmartUBL.
11.5The Client acknowledges and accepts that the compensation for the services has been determined with due observance of the liability limitation referred to in this article.
11.6The Client acknowledges and accepts that the services cannot be 100% secure andcan never be perfect or 100% free from imperfections and that not all imperfections can be corrected.
11.7The Client indemnifies SmartUBL against claims from third parties arising from or in connection with the Agreement aswell as against all damage and costs incurred in connection therewith.
11.8Any liability of SmartUBL expires in any case no later than 2 months after the tax returns for the relevant financial year have been submitted and within 1 year after the service for which the liability supervises is provided.
OTHER
12.1Any communication from one party to the other can only be legally valid if it is made in writing by fax, by registered letter with acknowledgment of receipt, by e-mail or by courier at the address stated below. A change of address must be notified in writing to the other Parties, in the event of a lack of which notices can be legally sent to the last known address.
12.2Unless otherwise agreed, the Agreement can only be amended by means of a written Agreement signed by both the Client and SmartUBL.
12.3For each Agreement it applies that insofar as that Agreement sets the requirement for “in writing”, this includes communication by email, whereby the email is deemed to have arrived at the addressee, insofar as the sender can prove that the email is the server of the addressee has achieved.
