1 Definitions
1.1SaaS application
All software components which ONEtobeONE makes available to its customers over the internet.
1.2Data object
Set of data that has a corresponding relationship to a topic. An example would be a transport order of which times and locations of loading and unloading are fixed, rates, resources used such as driver and vehicle, emails informing customers, changes in the order, relationships with invoices and documents.
2 Payments
2.1Unless otherwise specified in a written agreement, payments to ONEtobeONE shall fall due within fourteen days of the invoice date.
2.2Payments made by the Customer are always applied first to pay all costs owed and interest due and then ton pay the oldest outstanding invoices even if stated otherwise by the Costumer.
2.3If payment is overdue, the Customer is in default by operation of law without notice of default being required for this. ONEtobeONE will inform the Customer and offer another term of fourteen days to settle the debt. If full payment is still not made, the Customer shall owe legal interest on the outstanding amount including prior interest, calculated on a monthly basis. Furthermore ONEtobeONE is entitled to increase the debt with all judicial collection costs and recovery costs including attorney and bailiff fees, internal costs etcetera. If and when these costs are not settled timely, they will be fixed at fifteen per cent of the unsettled invoice with a minimum of € 250.00, immediately payable and prior to the determination of the real costs.
2.4ONEtobeONE has the right to suspend its services and other obligations, until the payment has been made, without prejudice to that Customer is held to its payment obligation. The Customer cannot claim rights or compensation for (the consequences of) of suspension of services.
2.5All prices are, unless otherwise stated, exclusive of turnover tax (VAT) and other charges of any kind by the Government.
2.6If a periodic payment is agreed upon, ONEtobeONE is entitled to adjust the rates annually to the price development in Netherlands as reported by the Central Bureau of statistics.
3 Data processing
3.1Data objects in the SaaS application recorded by the Customer are shared with the business partners determined by the Customer in the data object. Sharing can might be that the business partners receive electronic messages such as emails or data files about the data object, the data object can be consulted in the SaaS application online and be printed.
3.2ONEtobeONE is not allowed to share the data objects with other parties than those recorded by the Customer in the data object.
3.3ONEtobeONE shall ensure safe storage of all Customer’s data whereby ONEtobeONE takes measures to be able to recover the data in case of an emergency (back up and restore procedures). ONEtobeONE shall take measures to prevent unwanted third-party access to the data of the Customer.
3.4The Customer manages its business formation independently in the SaaS application data. He manages name, logo, positioning, access rights of employees and partners. Employees of the Customer manage their own data such as names, contact information, and user settings.
3.5Partners of the Customer manage their business data independently in the SaaS application.
3.6To keep its database manageable ONEtobeONE is allowed to delete data after the minimum retention periods specified in Appendix A.
3.7ONEtobeONE logs the use of its SaaS application. Of each user is logged when they log in from any IP address and what actions they perform. The purpose of this commitment is the provision of good support and to trace errors. ONEtobeONE does not share this information with third parties.
3.8ONEtobeONE takes technical and organisational measures to ensure a suitable level of system safety guarantee for the risk of data loss or illegal access to corporate data of the Customer or personal data of its employees.
3.9ONEtobeONE takes at least the following safety measures:
3.10ONEtobeONE does not warrant that the system security is effective in all circumstances.
3.11ONEtobeONE informs Client within a reasonable time of a breach of the security of business and personal data. The Customer is responsible for reporting such offences to the appropriate supervisory authorities.
3.12The Customer is entitled to carry out audits by an independent third party which is bound by confidentiality obligations to ensure compliance with the security requirements, compliance with rules for data processing and all reasonably related problems. This audit can be performed in case there is a reasonable claim of abuse of data. ONEtobeONE gives its full co-operation to the audit and makes employees and all reasonably relevant information available. The cost of the audit shall be borne by the Customer.
4 Liability
4.1ONEtobeONE does not accept any liability to the Customer for damages whatsoever, including all direct and indirect damage, including consequential or trading loss, except in case of intent or gross negligence equal to intent by ONEtobeONE, by ONEtobeONE employees and/or assistants.
4.2If and to the extent that there is any liability on the part of ONEtobeONE, its employees and/or subcontractors, on whatever account, it is at all times limited to the amount of up to five thousand euros.
4.3Without prejudice to article 6:89 BW (Dutch law) all claims and liabilities that the Customer can invoke against ONEtobeONE lapse if not submitted and motivated to ONEtobeONE in writing in any case within 1 (one) month after the Customer knew or reasonably could have known the facts or the event on which the claim is based.
4.4If ONEtobeONE by force majeure (in the broadest sense of the word) fails to fulfil any obligation, ONEtobeONE will never be liable to the Customer for damages whatsoever and is entitled to his own choice and without judicial intervention, either to suspend the agreement for a period not exceeding three months or to dissolve the agreement in whole or in part, without any compensation.
5 Ownership and right of use
5.1Entering into an agreement with ONEtobeONE the Customer acquires a right to use (parts of) the SaaS application. ONEtobeONE remains at all times and without prejudice owner of all components of the SaaS application.
5.2If the Customer and ONEtobeONE agree that ONEtobeONE, according to Client's specifications, develops software, ONEtobeONE becomes owner of the software and the customer acquires the right to use the software unless explicitly agreed otherwise in writing.
5.3ONEtobeONE enables the Customer the opportunity to make use of its SaaS application by hosting the SaaS application on servers that are available via the internet. Local SaaS components must be made available by ONEtobeONE to be installed on the Customer’s equipment.
6 Termination
6.1Agreements between Customer and ONEtobeONE can be terminated by both parties at all times respecting period of notice of two months.
6.2Termination must be in writing.
6.3After termination ONEtobeONE is held to keep all information in the SaaS application of the agreement confidential.
7 Transferability of rights
7.1The Customer is not allowed to transfer rights arising from the agreements with ONEtobeONE to third parties without written permission of ONEtobeONE.
8 Dispute resolution/governing law
8.1Any agreement between Client and ONEtobeONE and its implementation are subject to Dutch law.
8.2All disputes that may arise between the parties, will be submitted to the competent court of the place of establishment of ONEtobeONE.
Appendix A: Retention periods
Data objectTime of measureTermTransport orderComplete1 yearTransport activityComplete1 yearInvoiceCreate7 yearsGeo positionCreate3 monthsChatCreate6 monthsClaimCreate1 yearCleaning orderComplete1 yearOfferCreate1 yearContractComplete1 yearOrderComplete1 yearSupplyComplete1 year