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Terms and Conditions

These general terms and conditions apply to agreements between Vidasoft trading under the name Vidasoft and its other party.

Article 1. Definitions and parties

1.1 Vidasoft: Vidasoft established in Utrecht and registered with the Chamber of Commerce under file number 85115754, trading under the name Vidasoft.
1.2 Terms and Conditions: the present document.
1.3 Supplier: a natural or legal person acting in the exercise of a profession or business who sells a Software license to Vidasoft.
1.4 Client: a natural or legal person acting in the exercise of a profession or business who purchases a Software license from Vidasoft.
1.5 Software license: a right to use standard software.
1.6 Written: in writing, both on paper and digitally, provided that the identity of the sender and the integrity of the content of the communication is sufficiently established.
1.7 Website: the Vidasoft website can be consulted via www.vidasoft.nl.
1.8 Counterparty: Supplier or Client, who enters into an agreement with Vidasoft.

Article 2. Offers

2.1 Vidasoft reserves the right to change an offer(s) or quotation(s) for the sale of Software licenses.
2.2 Personal offers from Vidasoft are valid for 14 calendar days, unless otherwise indicated in writing. Acceptance after the expiry of this period only leads to an agreement between Vidasoft and the Other Party, if Vidasoft explicitly accepts the acceptance by the Other Party.

Article 3. Purchase of Software Licenses

3.1 This article only applies to the purchase of Software licenses by Vidasoft.
3.2 The Supplier delivers the Software licenses as specified in the agreements in accordance with Article 6.
3.3 The Supplier shall provide Vidasoft with all relevant information regarding the Software license, including but not limited to information about:
– the version of the software to which the Software License applies;
– the activation of the Software;
– the right to maintenance and updates of the Software;
– the applicable license terms and restrictions.
3.4 Supplier warrants that:
a) the Software License has been brought into commerce in one of the countries of the European Union with the consent of the owner of the Software;
b) the Software license has been obtained for an indefinite period;
c) no further fees are payable for the use of the Software license;
d) the Software license is not in use at the time of delivery;
e) the Software license is not split or otherwise incomplete.
3.5 The supplier shall, at Vidasoft’s first request, immediately provide all information necessary to demonstrate that the conditions of the previous paragraph have been met.
3.6 The Supplier shall indemnify Vidasoft against all claims from third parties based on the statement that the Software license as delivered infringes a copyright of these third parties. In that case, the Supplier is also obliged to fully refund the amounts paid by Vidasoft.

Article 4. Sale of Software Licenses

4.1 This section only applies to the sale of Software licenses by Vidasoft.
4.2 Vidasoft delivers the Software licenses as specified in the agreement and in accordance with Article 5. Vidasoft makes every effort to make the necessary information for the activation of the Software license available to the Client In Writing.
4.3 If desired, Vidasoft provides advice on the operation of the Software license. The Client is responsible for the installation and commissioning of the Software. Vidasoft is not responsible for providing the installation media covered by the Software license. For questions regarding the operation of the Software, the Client must turn to the person entitled to the software.
4.4 The Client is at all times fully responsible for ordering the required version of a Software license. After it has been made available to the Client, the Software License cannot be returned other than with the Written permission of Vidasoft.
4.5 The scope of the Software license is limited to the license conditions of the owner of the software. If applicable, the invoice will state information about the Software license, including version of the software covered by the Software license and the right to maintenance and updates of the software.

Article 5. Delivery and delivery term

5.1 Vidasoft will make the Software license available to the Client, unless agreed otherwise, as soon as possible after payment of the invoice by the Client.
5.2 The provision of the Software license by the Supplier to Vidasoft must take place within 14 days after the moment Vidasoft has accepted the Supplier’s offer. Payment of the invoice to the Supplier will take place no later than 30 days after the Supplier has made the relevant Software licence(s) available.

Article 6. Prices

6.1 All prices on the Website and in brochures, price list(s), offers and other means of communication from Vidasoft are in euros and exclusive of turnover tax (VAT) and other levies imposed by the government.
6.2 Prices as referred to in the previous paragraph are subject to programming and typing errors. No liability is accepted for the consequences of such errors.

Article 7. Terms of payment

7.1 Vidasoft will send an invoice to the Client for all amounts owed by the Client. Upon acceptance of an offer, the Client agrees to electronic invoicing by Vidasoft.
7.2 The payment term is stated on the invoice. If no payment term is included on the invoice, a term of 7 days after the invoice date applies. After the expiry of fourteen days after the payment term, the Client who does not pay on time will be in default by operation of law
without notice of default being required. The Client owes statutory interest for commercial transactions on the outstanding amount without further notice of default.
7.3 In the event of late payment, the Client is, in addition to the amount due and the interest accrued thereon, obliged to pay full compensation for both extrajudicial and judicial collection costs (with a minimum of 300 euros), including the costs
for lawyers, jurists, bailiffs and collection agencies.
7.4 The claim for payment is immediately due and payable in the event that the Client is declared bankrupt, applies for suspension of payment or if the Client’s assets are seized in full, the Client dies and furthermore, if it goes into liquidation or is dissolved.
7.5 In the above cases, Vidasoft also has the right to terminate or suspend performance of the agreement or any part thereof that has not yet been performed, without notice of default or judicial intervention, without the right to compensation for damage for the Client that may arise as a result.
7.6 The Client waives all rights regarding settlement.

Article 8. Liability

8.1 Vidasoft is only liable in the event of an attributable shortcoming in the fulfillment of obligations arising from this agreement and only for direct damage.
8.2 Vidasoft’s liability arising as a result of a shortcoming in the fulfillment of the agreement or otherwise is limited to direct damage with a maximum of the price agreed for the agreement. However, in no case will the total compensation for direct damage exceed EUR 10,000.
8.3 Direct damage is exclusively understood to mean all damage consisting of:
a) reasonable and demonstrable costs that the party in question has had to incur for the other
admonish you to properly comply with the agreement (again);
b) reasonable costs to determine the cause and extent of the damage insofar as
relating to the direct damage as referred to here;
c) reasonable and demonstrable costs incurred by the relevant party to prevent or
limitation of the direct damage as referred to in this article.
8.4 Any right to compensation for the Other Party lapses in any case in the event:
a) The other party has not taken measures to limit the damage immediately after the damage-causing event has been discovered;
b) The other party has not informed Vidasoft of all relevant information within three weeks after becoming aware of the damage.
8.5 The exclusions and limitations referred to in this article lapse if and insofar as the damage is the result of intent or willful recklessness on the part of the party causing the damage and/or its management.

Article 9. Force majeure

9.1 Vidasoft is not obliged to fulfill any obligation towards the Client if it is prevented from doing so as a result of a circumstance that is not due to fault, and neither under the law, a legal act or generally accepted views
is at his expense.
9.2 In these General Terms and Conditions, force majeure is understood to mean, in addition to what is understood in this regard by law and jurisprudence, all external causes, foreseen or unforeseen, which Vidasoft cannot influence, but as a result of which Vidasoft
is unable to fulfill its obligations. In particular, force majeure means; civil unrest, network attack, mobilization, war, transport disruption, strike, business disruption, supply stagnation, fire, flood, import and export restrictions and in the event that Vidasoft is unable to deliver by its own suppliers, for whatever reason, to is stated as a result of which compliance with the agreement cannot reasonably be required of Vidasoft.
9.3 Vidasoft can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement, without any obligation to pay compensation
damage to the other party.
9.4 Insofar as Vidasoft has already partially fulfilled its obligations under the agreement at the time of the commencement of force majeure or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, Vidasoft is entitled to part to be invoiced separately. The Client is obliged to pay this invoice.

Article 10. Confidentiality

10.1 Parties will treat information provided to each other confidentially if the information is marked as confidential or if the receiving Party knows or should reasonably suspect that the information is intended to be confidential (“Confidential Information”). The
content of the agreement is in any case confidential.
10.2 The obligation to treat Confidential Information as strictly confidential does not apply if the receiving Party can prove that the information:
– was in the possession of the receiving Party before the date of provision;
– is available from a third party without the third party violating any duty of confidentiality towards the disclosing Party by providing it;
– is available from public sources, such as newspapers, patent databases, publicly accessible websites or services;
– has been developed independently and without the use of any information from the disclosing Party by the receiving Party.
10.3 If a Party receives an order to release Confidential Information from a competent authority, it has the right to proceed with the release. However, the providing Party shall be informed of the order in advance and as soon as possible, unless the order expressly so
prohibits. If the disclosing Party indicates that it wishes to take measures against the order (for example through summary proceedings), the receiving Party will wait with delivery until a decision has been made, insofar as this is legally possible.
10.4 The parties also impose the confidentiality obligations in this article on employees and third parties who are engaged for the implementation of the agreement and to whom the Confidential Information is provided.

Article 11. Applicable law

11.1 Dutch law applies to an agreement.
11.2 Insofar as not dictated otherwise by mandatory law, all disputes that may arise as a result of the agreement will be submitted to the competent Dutch court for the district in which Vidasoft is located.

Article 12. Final provisions

12.1 If any provision of the agreement proves to be null and void, this will not affect the validity of the entire agreement. In that case, the parties will adopt (a) new provision(s) to replace it, which corresponds as much as legally possible to the intention of the original
agreement and General Terms and Conditions are formed.
12.2 The parties are only entitled to transfer their rights and obligations under the agreement to a third party with the prior written consent of the other party. Contrary to this, Vidasoft is always entitled to transfer its rights and obligations under the agreement to a parent, subsidiary or sister company.
12.3 The version of any communication received or stored by Vidasoft is considered authentic, unless the Other Party provides evidence to the contrary.