2. Applicability

2.1 The Conditions apply to all proposals, promotions, orders and Agreements between Licensee and Logaholic, as well as to any offer, promotion, order or agreement that can be identified as a sequel, addendum or modification of an Agreement previously entered into.
2.2 These Conditions, the order confirmation, our Privacy and cookie policy (https://www.logaholic.com/privacy/) and where applicable our Data processing Agreement (https://www.logaholic.com/Logaholic-DPA.pdf), make up a legal and binding Agreement between Licensee and Logaholic as far as the use of the Services is concerned. By accepting these Conditions and the confirmation, these documents and the information they contain will completely replace any previous agreements between Licensee and Logaholic.
2.3 Unless otherwise agreed in writing, these Conditions apply to the Agreement with Logaholic at all times.
2.4 In the Conditions, words that have been written in plural should be attributed the same meaning as words that are written in singular and vice versa.
2.5 Any deviation from which has been stated in the Conditions applies exclusively if and to the extent to which this has been explicitly been agreed upon by Licensee and Logaholic in writing.
2.6 Licensee is bound to declare that the Conditions apply unimpaired to Agreements that he enters into with any third party, if and insofar as Licensee orders Logaholic to provide Services to afore-mentioned third party during the Agreement. Licensee indemnifies Logaholic from third party claims that arise from not adhering to this condition by Licensee.
2.7 Insofar as the written acceptance of the order does not stipulate otherwise, General Terms and Conditions of Licensee or third parties, regardless the nature or purpose thereof, are not accepted by Logaholic and explicitly rejected.
2.8 Wherever in these Conditions a reference is made to written communication, this also includes communication of an electronic nature. Any communication received or stored by Logaholic goes as authentic, barring evidence in rebuttal to be provided by Licensee.
2.9 Should one or more of the conditions from the Conditions be null and void or be nullified, the other conditions will remain in full force. In this case, Logaholic and Licensee will consult to agree on new conditions to replace the void or nullified conditions, whereby if and as much as possible the purpose and tenor of the original condition will be taken into account.

3. Language

3.1 The Conditions of Logaholic have been drafted in the Dutch Language.
3.2 If and insofar in an Agreement a translated version of the Conditions is used, these only serve to facilitate user convenience. The Agreement with Logaholic is governed by the Dutch version of the Conditions.
In case of any contradiction between conditions in the Dutch version of the Condition and a translation thereof, the Dutch version prevails at all times.

Agreement

4. Realization of an Agreement

4.1 Offers of Logaholic are always without commitment and good for a maximum period of 14 (fourteen) days. Logaholic is only bound to a proposal or offer if the acceptance thereof is confirmed in writing by the Licensee within 14 days, unless stipulated otherwise.
4.2 Until the moment of written acceptance of the Agreement by the Licensee, Logaholic is never bound to providing services.
4.3 Unless agreed otherwise, supplements and / or changes in the Agreement only commit Parties if these have been agreed in writing, taking into consideration everything that has been determined in the Conditions.
4.4 In order to be able to use the Services, Licensee should explicitly agree with the Conditions. Without consent, the Licensee is not permitted to use the Services.
4.5 Acceptance of the Conditions takes place in writing by means of an assenting opinion, by signing the engagement letter or Agreement or by activating any of Logaholic services.

5. Duration, rescission and interim cancellation of service

5.1 The Agreement is entered into for a minimum period of 12 (twelve) months and then renewed tacitly for a term of the same length, unless it is cancelled before the end of the contract period and unless the Agreement defines otherwise.
5.2 The Agreement for the use of the Services can be cancelled by Parties exclusively in writing, with observance of a term of notice of 2 (two) months before the end of the agreed period.
5.3 Interim cancellation of the Agreement can exclusively take place in case of a lasting failure to fulfill obligations and can explicitly occur only after the default party has been declared in default in writing and has as yet been granted a reasonable term to fulfill its obligations.
5.4 Each party is entitled to annul this Agreement immediately, without further notice to pay or perform and without a preceding court ruling, completely or partly by means of a registered letter addressed to the counterparty in case of the following:
a. The counterparty petitions for suspension of payment or has been granted suspension of
payment;
b. The counterparty petitions for liquidation or is declared bankrupt;
c. The goods placed at the disposal of the counterparty within the framework of this
Agreement are seized and this seizure is not released within a reasonable period of time;
d. The counterparty fails to fulfill its obligations resulting from this Agreement even after having received letters of notice stating a reasonable period of time to do so.
e. The counterparty cannot, during a period of more than 90 (ninety) days as result of force majeure, which does not include incapacity to fulfill payment obligations, fulfill its obligations or fails to fulfill its obligations on the base of this Agreement or as soon as is established that the force majeure will last for more than 90 (ninety) days;
5.5 By invoking the suspension or cancellation of the Agreement, Logaholic can never be obliged to the payment of any kind of compensation, undiminished the right of Logaholic to lay claim to payment of all outstanding invoices for Services provided to Licensee, which payments become collectable at that moment immediately and completely.

Invoicing and Payment(s)

6. Fees

6.1 The fees for the Services depend on the number of Profiles, the License type and/or custom service.
6.2 Logaholic will periodically invoice the number of Profile licenses and/or custom service.
6.3 Logaholic Offers and Pricing is exclusive of VAT / Sales Tax and other legal/tax charges.
6.4 Logaholic Offers and Pricing is in Euros, unless otherwise indicated.
6.5 Logaholic reserves the right to modify prices and fees during the Agreement, in case changes are imposed on it by the government. In this case, the change will be recharged as of the date on which the change imposed by the government takes effect.
6.6 Logaholic is authorized to modify pricing (excluding custom service) and will inform Licensee of the modification at least 2 (two) months in advance. In case of a price increase, Licensee is entitled to cancel the Agreement, with observance of a term of notice of 1 (one) month.

7. Invoice and payment conditions

7.1 Only payment of the invoice by transfer via the indicated manner, presenting a significant proof of payment, leads to discharge of Licensee. Payment of the invoice should be settled within 14 days after the date on the invoice at the latest, unless invoice indicates otherwise.
7.2 Should the invoice not be settled within the timeframe described in the previous subsection, Licensee is indebted the legal interest after the expiration of the terms of payment and after Licensee has been properly declared in default in that respect. The interest on the amount due will be calculated from the moment that Licensee is negligent until the moment the complete amount has been paid.
7.3 Should Licensee not agree with the amount invoiced by Logaholic, Licensee is liable to make this known immediately, yet within 14 days after the date on the invoice, in writing, stating reasons, to Logaholic. In the absence thereof, the invoice becomes irrevocable.
7.5 Licensee is under no circumstance entitled to level the invoice with any claim that Licensee may have against Logaholic, on account of whomever.
7.6 Should Licensee be negligent in paying the invoice sent to him by Logaholic in a timely fashion, the latter is authorized to postpone or stop delivering the obligations that it has based on the Agreement or to cancel the Agreement by means of an out-of-court order. Should the relevant situation occur, the afore-mentioned instruments are at the disposal of Logaholic and the selected instrument will leave the right of Logaholic intact to claim fulfilment or compensation of the damage suffered as a result of the postponement or dissolution from Licensee.
7.7 In case Licensee threatens to become in liquidation, bankruptcy or judicial settlement, the obligations of the Licensee are immediately and completely claimable.
7.8 In case Licensee is negligent with regard to fulfilling its obligations, Logaholic is authorized to fully recharge to Licensee all expenses it must make to collect its claim from Licensee, including the expenses for assistance in or out of court. Unabated the right of Logaholic to claim the actual out-of-court expenses it has incurred, the compensation will amount to 15 % of the capital sum. With regard to this, Logaholic does not need to provide any proof to Licensee.
7.9 Any payment made by Licensee to Logaholic will exclusively serve, irrespective of the destination that Licensee has attributed to it, first of all to diminish the expenses as described in the previous subsection, secondly to diminish the arrear interest and, finally, to pay the capital sum and the interest currently accruing.

LICENCE CONDITIONS

8. Licensee

8.1 Licensee is obliged to provide full cooperation to Logaholic with regard to the execution of an Agreement.
8.2 If the required data that are necessary for the execution of the Agreement are not provided to Logaholic in a timely fashion or Licensee does not otherwise fulfill its obligations that based on the Agreement are his, Logaholic is entitled to postpone the obligations it has according to the Agreement for the same amount of time.
8.3 If Licensee is unable to provide the cooperation as meant in the first subsection of this paragraph, he should immediately inform Logaholic thereof, whilst stating reasons.
8.4 Licensee is not authorized to transfer completely or partly any rights or obligations that result from the Agreement without prior written consent from Logaholic.

9. Guarantee

9.1 Licensee has the right to cancel the Agreement in writing within 30 days after the start date if he is not satisfied with the Services, excluding custom service.
9.2 If a cancellation occurs as described in the previous subsection, Licensee will receive back any compensation already paid for the Services within 14 days after the cancellation mentioned in the previous subsection, excluding custom service paid or pre-paid is nonrefundable.
9.3 Logaholic manages or delivers the Services in its current state and with all the present flaws. Unless explicitly agreed otherwise, Logaholic rejects all other guarantees and efforts, in particular, but not limited to any (possible) implicit guarantees, obligations or conditions of marketability, of suitability for a certain purpose, of speed of processing, privacy, of results, of absence of negligence and of lack of professional effort.

10. License Use and Services

10.1 Licensee will refrain from infringing upon the rights of third parties by means of the License and/or the Services.
10.2 Licensee will refrain from obtaining access to the Software in other ways than by means of the interface that Logaholic places at his disposal by default and will in no way remove or dodge the Software security.
10.3 Licensee will not undertake any activities that would disrupt or interrupt the Services (which also includes the servers and networks for the Services).
10.4 Without explicit, prior written consent, Licensee will refrain from multiplying, (re)selling or trading in the Service and / or Software in any way, shape or form.

11. Fair use

11.1 For the use of the Services, a fair use policy applies.
11.2 Logaholic reserves the right to impose maximum limits on the Services if and insofar as the use is not in proportion with the agreed return service.

12. Responsibility safety critical applications

12.1 Licensee is allowed to apply the Services at his own risk and under his own responsibility for mission critical applications. Logaholic can never be held responsible or liable for any damage (on account of whomever) if the Services are applied by Licensee for afore-mentioned applications.

13. Profile data of Licensee or of third parties

13.1 Logaholic has the right to save, modify, open, use and share with third parties or hand over to third parties, profile data, when Logaholic is called to do so by the authorities To this end, Licensee will provide a license to Logaholic and Licensee will warrant Logaholic that the license can be provided. Licensee indemnifies Logaholic from any third-party claims with regard to afore-mentioned license.
13.2 Logaholic will make an effort to protect the privacy of all profile data. When technically required, or to improve the software and/or Services, Logaholic has the right to open or use profile data. Profile data will be treated as private and confidential.
13.3 Licensee declares that Logaholic is not liable for any loss or damage that Licensee may suffer as a result of the non-availability, incorrectness or incompleteness of the Software and/or Services and/or Profile data.

14. Account

14.1 Access to the Services will be arranged in a manner that is determined by Logaholic.
14.2 For access to the Services, an Account is required.
14.3 In order to obtain an Account, Licensee should provide the required identification or contact data. Licensee ensures that all registration information he provides to Logaholic is comprehensive, correct and up to date.
14.4 Licensee is completely responsible for the correct use of the Usernames and Passwords. Logaholic cannot be held responsible for abuse and any damage resulting from abuse.

15. Right of Use

15.1 Logaholic will provide Licensee with a personal, non-transferable and non-exclusive License to use the Services. The License will exclusively be provided to Licensee in order to enable him to use the Services, in the manner determined in these Conditions.
15.2 Licensee is not allowed to do the following with the Software ? or any part thereof: copy, change, redevelop, dissect, subject to reverse-engineering, decompile or in any other way discover the source code thereof, or create derivative works thereof, or give third parties the opportunity to do so.
15.3 Unless Logaholic has given Licensee explicit written consent to this end, with regard to the Services Licensee is not allowed to transfer rights, provide a sublicense, establish a secured right, transfer the rights of use on the Services completely or partially, or allow third parties to use them.
15.4 Licensee is not allowed to retransfer any right from an Agreement made with Logaholic, other than with the cession of his entire enterprise.

16. Installed Software

16.1 On the termination or interim dissolution of the Agreement, Licensee permits Logaholic to remove all Software installations and accompanying manuals from the Licensee servers.
16.2 Logaholic will not charge additional costs to Licensee unless this is necessary for the proper functioning, repair, maintenance or recovery of the Software as a result of a circumstance that can be imputed to Licensee.
16.3 If, as a result of hardware errors on the part of Licensee, a reinstallation of the Software is required, Logaholic will charge costs for this afterwards per installation of the Software.
16.4 If Licensee wishes to relocate the Software to other servers or to expand the cluster of servers, Logaholic will charge costs for this afterwards per newly installed server when Licensee orders Logaholic to do so.
16.5 When the Software is installed on a server of Licensee and this Server is not accessible for more than 21 consecutive days and/or Logaholic does not have the opportunity to manage the software properly and keep it up to date, the Software may need to be removed and reinstalled. Logaholic will charge costs for this afterwards per reinstallation.

17. Browser compatibility

17.1 If Licensee uses an internet browser that is not or insufficiently compatible with the Services, Licensee will use an internet browser for the Services that has been recommended by Logaholic.

18. Development, updates, maintenance and management

18.1 Logaholic will continuously innovate its Software and Services. The shape and nature of the service to Licensee may change as a result of this. Licensee agrees explicitly that the shape and nature of the Services can change and grants Logaholic permission to make any changes without prior notification, on the condition that the changes will improve the nature and functionality of the Services.
18.2 Licensed Services can be updated at Logaholic discretion without prior notification. These updates are intended to improve, expand and further develop the Services, and can be published in the shape of improved functionality, Bug Fixes, modified interfaces, new modules, integration of additional applications and completely new versions. Licensee grants Logaholic permission to install updates and to receive these as part of the use of the Services.
18.3 Logaholic has the right to continuously modify the Software in order to improve functionality and repair bugs. Since the Services are provided to multiple Licensees, it is not possible just for Licensee not to accept a specific modification. Logaholic is not bound to any compensation for damage when modifying the Software.
18.4 In urgent cases, Logaholic is authorized without prior notification to (temporarily) discontinue the Services or the Software or limit the use thereof to the extent that this is necessary to perform the reasonably required maintenance or for the necessary modifications or improvements of the Services or the Software that Logaholic needs to implement, without this giving rise to a claim for compensation from the Licensee towards Logaholic. Logaholic makes an effort to limit the inconvenience that may result from this discontinuation to a minimum.
18.5 Custom services may require updates as a result of necessary modifications; Logaholic strives but cannot guarantee that non-custom modifications will be compatible with custom services. Optionally Licensee may order Logaholic to fix these compatibility issues; Licensee is aware that ordered fixes can result in additional cost, when ordered Logaholic will provide a cost estimate for Licensee.
19. Service conditions
19.1 The Services and Software are provided as is. Logaholic makes an effort to achieve the results the Licensee aims for.
19.2 Logaholic aims for adequate physical security of the hardware Logaholic uses, in accordance with the current technological standards.
19.3 When the Software is installed on servers and / or in a network of Licensee, Licensee is responsible for security.
19.4 Logaholic aims for an adequately and logically secured environment for the use of the Services.
20. Helpdesk
20.1 Licensee ensures that appropriate contacts can be reached, for regular operational matters and or emergency situations.

ADDITIONAL SERVICES

21. Complaints additional activities

21.1 If Logaholic provides custom Services, Licensee is bound to check these upon or shortly after delivery date specified in the specific agreement covering custom service in question.
21.2 Any complaints about the (Custom) Services (inaccessibility) should be reported by Licensee within 3 working days after detection of defects, in writing or by email to Logaholic, giving detailed description of the defect(s).

CONCLUSION

22. Liability

22.1 Any form of (out-of) contract liability of Logaholic, based on an imputable fault by Logaholic, in the execution of the Agreement, is limited to compensation for direct damage only to a maximum of 50% of the sum of the amounts invoiced by Logaholic and paid by the Licensee, in the 12 months prior to the aforementioned imputable fault.
22.2 Considering what is determined in the previous subsection, Logaholic can never be held responsible by Licensee for any of the following:
1. any indirect or consequential damage that Licensee may suffer. This includes any loss of turnover or profit, loss of goodwill or business reputation, or any loss of data that Licensee suffers;
2. any loss or damage that Licensee may suffer as a result of the following:
a – changes that Logaholic makes to the Services, or the permanent or temporary discontinuation of the Services or parts thereof;
b – the trust that Licensee has in the completeness, accuracy and correctness of the profile data, that are shown by Logaholics Services and or software;
c – the wrong or irregular use of the Services, the Account and/or the UserID and Password;
22.3 Under direct damage in the sense of the first subsection is understood the reasonable expenses:
a – to establish the cause and the size of the damage, insofar as the assessment concerns damage in the sense of these Conditions;
b – to prevent or limit damage, insofar as Licensee can prove that these expenses have led to limiting the direct damage as referred to in these Conditions.
22.4 If the damage is caused as a result of the fact that Licensee has provided inaccurate information or has created an incomplete impression of facts, or in any other way is a consequence of the actions or negligence of Licensee, any form of liability on the part of Logaholic is excluded.
22.6 Licensee is bound to report any mistakes of Logaholic immediately in writing to Logaholic, yet within 30 days after Licensee could reasonably have become aware of the mistake. Failing to report within 30 days; voids the right for compensation in the sense of this paragraph.

23. Force Majeure

23.1 If and insofar due to force majeure Logaholic is unable to completely or partially, meet its commitments from the Agreement, Logaholic is authorized to waive the Agreement completely or partially, or to postpone execution thereof, without being bound to any kind of compensation of Licensee.
23.2 Under force majeure in the sense of this paragraph is understood, without prejudice to article 6:75 Civil Act, any circumstance the cause of which lies outside the will or doing of Logaholic, the consequence of which is that the fulfillment of the Agreement by Logaholic cannot reasonably be expected. This includes breakdowns or failure of the Internet, the telecommunication infrastructure, of any operator or Internet service provider or access provider, the full staffing of dial-up Internet access telephone lines or insufficient bandwidth of an access provider, national riots, mobilization, war, traffic congestion, strike, exclusion, company disturbances, supply congestion, fire, floods, import and export impediments and in the case that Logaholic due to its own suppliers, irrespective of the reason, is unable to deliver as a result of which fulfilling the obligations that result from de Agreement cannot reasonably be expected of Logaholic.

24. Intellectual property

24.1 The Services / Software and everything that is produced by Logaholic resorts directly under the protection of the copyright and any other possible intellectual or industrial property rights. The rights belong exclusively to Logaholic and/or its license providers.
24.2 Licensee unconditionally indemnifies Logaholic from any claims that third parties may hold Logaholic liable for, based on the Agreements between Licensee and Logaholic, as a result of an illegitimate act of Licensee towards those third parties.
24.3 Logaholic unconditionally indemnifies Licensee from any claims that third parties may hold Licensee liable for, based on the Agreements between Licensee and Logaholic, as a result of an illegitimate act of Logaholic towards those third parties.
24.4 Licensee will not remove, make illegible or replace property tags that are connected to or enclosed in the Software and/or Services.
24.5 Any use, multiplication or publication of the materials that are not part of the Agreement or the granted user rights, will be considered as an infringement of copyright. Licensee will pay a fine of 10,000 Euros to Logaholic for each infringing action which is immediately claimable and not open to judicial temperance, without prejudice to Logaholic right to be compensated for damage suffered by it as a result of the infringement or to take further legal action in order to cancel the infringement.

25. Non disclosure

25.1 During and after the termination of an order or Agreement, Licensee and Logaholic will continue to deal confidentially with everything both parties have learned as confidential information and will not disclose these data to third parties, unless this is necessary to fulfill the obligations of the Agreement, or may otherwise reasonably be necessary. Information is considered confidential when it has been labeled as such by the other party or follows naturally from the nature of the information.
25.2 If Logaholic, based on a legal stipulation or a judicial sentence, is bound to provide confidential information to a legally appointed judge or to appointed third parties and cannot appeal to its right of non-disclosure, it is authorized to cooperate with such a request. In this case, Logaholic cannot be bound to compensating for any damage that results from its cooperation and Licensee is not authorized either to annul the Agreement.

26. Collaboration

26.1 Parties are mutually authorized to use the other party as a reference and use each others company logo.

27. About these conditions

27.1 These Conditions have been registered with the Amsterdam Chamber of Commerce (The Netherlands).
27.2 Logaholic is authorized to modify or complement its Conditions in the meantime. Modifications will take effect 30 (thirty) days after the date of publication or at a time that is to be specified. Licensee will be informed about a modification in the sense of this paragraph. Barring a different counter message within 30 days after the date of publication, Licensee is expected to tacitly accept the modified Conditions.

28. Applicable law

28.1 For all agreements Logaholic enters in to Dutch law applies exclusively and Dutch judicial authority is authorized to be informed thereof.
28.2 If and insofar as Licensee is not established in the Netherlands, Licensee will elect domicile at the offices of a solicitor in Amsterdam should a dispute arise between parties.
28.3 Insofar as the law does not imperatively prescribes anything else, any dispute that results from the Agreements entered into with Logaholic will be brought before the Amsterdam Court of Justice.