In these Salonized General Terms and Conditions (hereinafter referred to as General Terms and Conditions), the following terms are defined as stated below:
Services
all services provided/to be provided and/or work performed/to be performed by or on behalf of Salonized in any way, including SaaS Services and Other Services;
Customer
any natural person or legal person with whom Salonized enters, has entered and/or wishes to enter into a legal relationship;
Supplier
every licensor, subcontractor and/or another supplier of Salonized;
Agreement
every agreement and/or other legal relationship between the Parties in connection with the provision of Services and related subjects;
Other Services
all services to be provided by and/or on behalf of Salonized to the Customer, regardless of the nature thereof, other than SaaS Services;
Party or Parties
the Customer and/or Salonized;
SaaS Services
all Software-as-a-Service (SaaS) services and related services to be made available by or on behalf of Salonized to the Customer via the Internet;
Salonized
Salonized BV, a private limited company, with its business address in Amsterdam (Chamber of Commerce reference number 75045877), or any other legal entity that enters, has entered and/or wishes to enter into a legal relationship with the Customer and which has declared these General Terms and Conditions applicable to that legal relationship;
Fee
the fee(s) payable by the Customer to Salonized in consideration of the Agreement or as described in these General Terms and Conditions;
Working Day
a calendar day from 09:30 to 18:00, except weekends and official public holidays as applicable in the Netherlands;
General Terms and Conditions, Formation and Term of the Agreement
The General Terms and Conditions are applicable to all Agreements. The Parties explicitly declare and acknowledge that this Agreement is not subject to any general (purchase or delivery) conditions other than these General Terms and Conditions. These Terms and Conditions can only be deviated from subject to the prior explicit permission of Salonized and subject to a written agreement between the Parties in this respect.
The Agreement between the Customer and Salonized is formed by the completion of a web form (online registration) on the website of Salonized and the Customer having clicked on the button ‘Confirm subscription’ and the button ‘I agree with the General Terms and Conditions’.
The Agreement is concluded for a fixed term and has an initial term of one (1) month (‘Initial Term’), counting from the delivery date of the relevant Services. Subsequently, the Agreement will be tacitly renewed for periods of one (1) month unless the Agreement is terminated by a Party with due observance of a notice period of at least one (1) month.
Trial
Salonized offers the Customer the option of a free trial of the SaaS Services (hereinafter referred to as ‘Trial’) prior to the conclusion of any Agreement. This Trial does not attract a fee and is available for a period of fourteen (14) days (hereinafter referred to as the ‘Trial Period’). This Trial is intended for an internal evaluation of the SaaS Services and not for production purposes.
Each Trial is provided on an as-is basis, without any guarantee of any kind and is deemed unconditionally accepted at the time of first delivery by Salonized. The Customer’s use of the Trial and the (direct and indirect) consequences in this respect are at the expense and risk of the Customer. The Customer indemnifies Salonized against any third-party claims in connection with the execution of the Trial.
After the expiry of the Trial Period, Salonized has the right to remove data from the Customer unless the Customer has submitted a written request for a copy of the data, or unless the Parties have agreed to enter into an Agreement in due time, as described in Article 3.2.
Services
After the conclusion of the Agreement, Salonized will start the provision of Services. By concluding the Agreement, the Customer confirms (i) the correctness of the information contained therein, as well as (ii) his correct performance of the Agreement.
Services are provided on an as-is basis and are deemed unconditionally accepted at the time of first delivery by Salonized. The Customer’s use of the Services and the (direct and indirect) consequences in this respect are at the expense and risk of the Customer.
After making the relevant announcement, Salonized is entitled to change, replace, suspend or block (access to) the Services for reasons that include but which are not limited to scheduled (maintenance and related) downtime of the SaaS Services. The Customer’s obligation to pay the Fee continues to apply in full.
In the event of a breakdown in the SaaS Services, the Customer can contact the Salonized support desk during Working Days. The Customer does not owe any Fee for the use of support, provided that this is done on a fair use basis.
The Other Services are not provided and do not apply to: (i) SaaS Services that are in any way deactivated or (ii) that are disconnected from the Internet or (iii) other cases as described in these General Terms and Conditions including but not limited to (user) errors, external influences, molestation, careless or improper use by or on behalf of the Customer or other causes not attributable to Salonized.
Fee & Payment
The Customer owes a periodic Fee according to the rates set and published by Salonized to that end and expressed in Euros (EUR) unless otherwise agreed. All rates and Fees are exclusive of taxes (such as VAT) and other levies payable by law unless otherwise stated in writing.
Invoices from Salonized are immediately due and payable and must be paid by the Customer in full by means of direct debit, bank transfer, credit card or another method of payment within thirty (30) days of the invoice date unless otherwise agreed between the Parties. Payment must be made without any settlement, discount and/or suspension.
Salonized is entitled to adjust the applicable Fees, rates and prices, within reasonable limits once per contract year, in accordance with the index for negotiated wages (per hour, including exceptional remuneration), Private enterprises category, as published by Statistics Netherlands. Salonized will notify the Customer thereof in writing no later than one (1) calendar month prior to the start of this indexing.
If the Customer fails to pay the amounts due within the term referred to in Article 5.2, (i) the Customer will owe interest of at least one and a half (1.5) percent per month on that outstanding amount or (if higher) owe the statutory commercial interest and (ii) Salonized will be entitled to suspend the performance of the Agreement (subject to any of its other rights), all this without any further notice of default being required and without prejudice to any other rights of Salonized.
Obligations of the Customer
The Customer undertakes to ensure that the information provided by it to Salonized is correct in all respects. The Customer is obliged to immediately notify Salonized of any changes to this data. The Customer is at all times obliged to timely and adequately provide full access to the SaaS Services, (auxiliary) materials and information (including technical and functional documentation and other data) which Salonized logically needs for the proper performance of the Agreement (and/or which may otherwise be useful), without charging Salonized any costs for this.
The Customer is personally responsible for the access data provided by Salonized, including and, in particular, usernames and passwords, the use of the Services, the data and the content and keeping the access to it and the use thereof confidential. The Customer is obliged to use the Services within the limits of the provisions of the Agreement and these General Terms and Conditions, as well as the applicable statutory regulations.
If the Customer fails to comply with the provisions of Article 6 or fails to do so adequately or in time, Salonized will, in any case, have the right to suspend performance of the relevant Agreement and the right to charge the resulting costs according to its prices and rates applicable at that time. The Customer indemnifies Salonized against claims from third parties that suffer damage in connection with the performance of any Agreement and which damage is the result of the Customer’s actions or omissions.
Obligations of Salonized
Salonized will make qualified persons available for the provision of Services and endeavour to provide the Services to the best of its knowledge and ability.
Salonized aims for an availability of the SaaS Services of twenty-four (24) hours a day, seven (7) days a week, yet Salonized does not guarantee that the Services will be without interruption and/or faults. Without prejudice to actual levels of availability, the Customer’s obligation to pay the Fee continues to apply in full unless the unavailability is demonstrably attributable to Salonized and not due to planned (maintenance and related) downtime of the SaaS Services or force majeure situations.
Services of the Supplier are subject to the conditions of that Supplier with provisions of these General Terms and Conditions and/or the Agreement replacing those that deviate from those conditions. The Customer accepts the relevant conditions of those Suppliers, which conditions are available for inspection at Salonized and which will be made available by Salonized on demand of the Customer, except insofar as these have not already been provided. If and insofar as said conditions of that Supplier in the relationship between Customer and Salonized are, for whatever reason, deemed not applicable or declared inapplicable, the provisions of these General Terms and Conditions apply, with the exception of the two preceding sentences.
Salonized is not liable for damage caused by shortcomings of Suppliers. Consequently, the Customer grants Salonized the authority to accept any liability limitations of third parties, also on behalf of the Customer.
Except for the provisions of these General Terms and Conditions and the Agreement, this excludes all express and/or tacit stipulations, guarantees, conditions and obligations, ensuing from the law or otherwise, with regard to the fulfilment by Salonized of its obligations under any Agreement, insofar as permitted by law.
Confidentiality & Personal data
Each Party will treat all confidential information that it obtains from the other Party, including information with regard to commercial, strategic, financial, technical and/or other data, as well as information and/or knowledge relating to that other Party, as strictly private and confidential and it refrains from disclosing this to third parties. Such Information will, in any case, be deemed confidential if designated as such by one of the Parties. The Parties are mutually obliged to take adequate (precautionary) measures to keep such confidential information secret.
The provisions of Article 8.1 may only be deviated from if (i) that information is made public with the prior written consent of the other Party and/or (ii) that information must be made public in order to comply with a decision by a judicial authority to that effect, in which case the Party that is forced to disclose must notify the other Party in advance and take such steps as the other Party may reasonably require to limit the disclosure as much as possible and to protect the confidentiality of that information as much as possible.
The SaaS Services run on a virtual server at Amazon Web Services (Amazon.com Inc.) within the European Union. During the term of the Agreement, the Customer is responsible for the (personal) data made available by the Customer to Salonized and for the use thereof by Salonized within its normal business operations. Insofar as personal data of the Customer is involved, Salonized and/or third parties will process this data properly, carefully and safely, within the limits of the legal requirements and the legitimate objectives of Salonized and the Customer. Except for the normal business operations of a Party, that Party will not process any other personal data and/or disclose this to third parties without the prior and unambiguous consent of the other Party unless and insofar prescribed otherwise by law. Each Party will take its own appropriate measures to protect personal data from being lost or from any form of unlawful processing.
In the event of a breach of the security of personal data leading to adverse consequences, or a significant risk thereof, for the protection of personal data, Salonized will endeavour to notify the Customer thereof to the best of its knowledge as soon as possible. Salonized will, to the best of its knowledge, endeavour to report the provided information fully, correctly and accurately to the Customer.
Intellectual Property Rights
The Customer is and remains entitled to all intellectual property rights and powers with regard to all data and information of the Customer. Salonized or its suppliers are exclusively entitled to all parts of its Services (and related intellectual property rights), including the technical information, codes, documentation, functionalities, and related data, information and knowledge therein. The Customer only obtains non-transferable, non-exclusive and royalty-free user rights to use the Services for a fixed period of time, for the normal operations of the Customer (hereinafter collectively referred to as ‘User Right’). The Customer does not obtain any other (user) rights and/or other powers in relation to the Services unless explicitly described otherwise in these General Terms and Conditions, any Agreement, and/or unless unambiguously confirmed by Salonized to the Customer in writing.
The aforesaid User Right exclusively comprises the right to load and execute the Services for a certain number and type of user and use for which the User right has been granted. Salonized is permitted to take technical measures (such as modules and/or user keys) to protect the Services and related rights with appurtenances. Services that Salonized did not generate and/or develop and which, therefore, belong to the Supplier are subject to the conditions of aforesaid Supplier.
With regard to Services generated and/or developed by Salonized and which, therefore, do not belong to the Supplier, Salonized indemnifies the Customer against third-party claims in respect of those Services, yet only on account of an (alleged) infringement of an intellectual property right valid in the Netherlands, provided that the Customer (i) will immediately notify Salonized of the existence and content of the claim in writing, (ii) render Salonized with the necessary and adequate assistance, (iii) leave the handling of the case concerned to Salonized and (iv) grant, if necessary, adequate powers of attorney to Salonized to defend itself against the claim, in the name of the Customer, if so required. The aforesaid indemnification lapses (i) if and insofar as the relevant infringement is related to any changes to the Services made by entities other than Salonized and/or (ii) if the relevant infringement cannot otherwise be attributed to Salonized.
In the event of the aforesaid third-party claims, Salonized, if necessary, may replace or change the Services or any part thereof or, if such replacement or change does not, in all reasonableness, avoid these claims from third parties, Salonized, as a last resort only, may partially or fully terminate the Agreement, in which case Salonized will reimburse the Fee(s) already paid by the Customer for services that have not yet been provided, on a pro-rata basis.
Liability
Except in the event of intent or gross negligence of the management of Salonized, Salonized is not liable for any damage suffered by the Customer due to any actions and/or omissions on the part of Salonized, except for any direct damage due to an attributable shortcoming of Salonized. The compensation owed by Salonized in relation to the Services will never exceed the Fee invoiced by Salonized to the Customer in this respect, exclusive of VAT, for a period of six (6) months immediately prior to the event causing the damage. Direct damage as referred to in this article is taken to mean damage, with the exception of indirect damage such as, e.g. consequential losses, lost profits, missed savings, damage due to business interruptions and damage due to corrupted or lost data. If and insofar as any damage is caused by the fact that Salonized, due to intent or gross negligence of the management of Salonized, attributably fails to perform its responsibilities, Salonized is at most liable up to an amount of EUR 50,000 (fifty thousand Euros) per event, in which a series of related events is deemed a single event.
Any right of the Customer to compensation is subject to the Customer notifying Salonized in writing within thirty (30) days or immediately after the Customer could reasonably have discovered the occurrence thereof.
Salonized is not liable for full or partial non-fulfilment of any obligation of and/or on behalf of Salonized under the Agreement, if the relevant non-fulfilment cannot be attributed to (or be the result of) its fault, is not payable by Salonized pursuant to law, legal act and/or commonly accepted opinions (foreseen or unforeseen) or cannot be attributed to Salonized in any other way. Any such situation includes any shortcoming of the Supplier(s) of Salonized (attributable or otherwise).
Termination
Each Party is entitled to terminate the relevant Agreement with immediate effect, without further notice and without prior judicial intervention if (i) the other Party requests a moratorium on payments or is declared bankrupt or (ii) the other Party is a legal entity which is dissolved.
The relevant Agreement can be terminated by Salonized with immediate effect, without further notice of default to the Customer and without prior judicial intervention, by registered letter, in whole or in part, if the Customer remains in default regarding the (timely) fulfilment of any obligation under that Agreement (including but not limited to the payment of the amounts owed by the Customer) and after fourteen (14) days have lapsed after submitting a written notice of default to the Customer, all this without prejudice to any other rights accruing to Salonized.
If at the time of termination, the Customer has already been provided with Services of Salonized, these Services and the corresponding payment obligation cannot be revoked. Amounts invoiced by Salonized prior to termination in respect of any Services provided by Salonized as part of the performance of the Agreement continue to be payable in full and become immediately due and payable at the time of termination, without prejudice to any other rights accruing to Salonized.
Final provisions
Salonized reserves the right to subcontract and/or transfer all or part of its rights and obligations under any Agreement. Except insofar as otherwise stipulated in the Agreement, the Customer is not entitled to cancel and/or dissolve an Agreement (in whole or in part) or to transfer it.
Changes or additions to the Agreement or these General Terms and Conditions are only valid insofar as they are expressly agreed between the Customer and Salonized in writing, except insofar as otherwise stipulated in the Agreement or these General Terms and Conditions.
These General Terms and Conditions and Agreement and/or the execution thereof are exclusively governed by the laws of the Netherlands. The applicability of the 1980 Vienna Sales Convention is excluded.
All disputes arising from the General Terms and Conditions and Agreements and/or the execution thereof and/or related thereto will be submitted exclusively to the competent court in Amsterdam.
