- 1.1 Subscriptions: The various forms of rights of use offered by SRXP on the Website, which vary in price, number of Users and manner of invoicing and payment.
- 1.2 Data: All data and information provided by the Licensee to the Service.
- 1.3 Service: The application developed by SRXP and supporting hardware to be able to claim and process expenses.
- 1.4 Documentation: All digital and/or written information, resources and other documentation which SRXP makes available to the Licensee with the Service.
- 1.5 User: A person who is authorised by SRXP and the Licensee to login with a personal login code and to make use of the Service.
- 1.6 Contents: All contents of the Website and applications which are the property of SRXP or are managed by SRXP.
- 1.7 Licensee: The natural person or legal entity which enters into a Licence Agreement with SRXP.
- 1.9 SRXP: The private limited company SecuReceipt BV, acting under the name SRXP.
- 1.10 Website: The website(s) managed by SRXP through which the Service is accessible.
2. Coming into effect of the Licence Agreement
- 2.1 The Licence Agreement comes into effect as soon as the Licensee has
- 2.2 The Licensee guarantees the accuracy and completeness of the data provided by the Licensee.
- 3.2 After registration the Licensee will receive the personal login code of the first User, with which the Service is used. This first User is an ‘Administrator’, as a result of which this User can, among other things, add extra Users.
- 3.3 The Licence provides the possibility to create a limited number of Users, depending on the Subscription chosen by the Licensee.
- 4.1 On the basis of this Licence Agreement the Licensee acquires a strictly personal right of use of the Service of SRXP. The Licensee is expressly not permitted to rent out, lease, sell, transfer or make this right of use in the broadest sense (including the right to access the Service and the account forming part thereof, a possible username or password) available to third parties in any other manner without the prior permission in writing from SRXP.
- 4.2 The Licensee is responsible for every direct and indirect use, by or on its behalf, of every (principal and sub) user account, including the use of the accompanying login codes. The Licensee must prevent every
unauthoriseduse and must report every unauthorisedaccess to the Licensee’s account immediately to SRXP and if necessary take suitable measures, and strictly follow any instructions from SRXP.
- 4.3 The Licensee is obliged to promptly and fully follow instructions and Documentation of SRXP with regard to the use of the Service. If the Licensee uses the Service contrary to or in derogation from the aforesaid use, the consequences thereof will be fully on its account and risk.
- 5.0 The Licensee is responsible for all activities which take place subject to the Licence. The Licensee will not, and will not try,
to(directly or indirectly):
- a) view and/or copy Data of other Licensees without their written permission;
- b) hinder or disturb another Licensee in the use of the Service;
- c) hinder or disturb the integrity of the performance of the Service or the Data;
- d) modify any part of the Service, disassemble or terminate or try to discover the source code, underlying ideas or algorithms of the Service;
- e) provide access to the Service to third parties;
- f) rent out, lease, distribute, sell, sell on, assign or transfer the Licence to third parties;
- g) use the Service for the benefit of third parties to, for example, share or operate a service agency;
- h) copy any part of the Service or copy the Documentation, or to adjust, translate this or to make works derived on the basis thereof;
- i) place Data (have placed) and/or to use this in the broadest sense which infringes (intellectual property) rights of third parties or which is otherwise contrary to the law, public order and/or public morals;
- j) place (have placed) Data which is slanderous, insulting, threatening, vulgar, obscene or otherwise offensive, of whatsoever nature;
- k) place (have placed) Data which contains viruses or programming intended to damage, to intercept and/or process the Service and/or Data.
- l) create ‘frames’ or ‘mirrors’;
m) remove, cover, alter or obscure logos, trademarks, links, notifications of rights or other notifications or markings in the Service and/or Contents;
- n) publish the results of evaluations and suchlike in the Service and/or the Contents or provide these to third parties without prior written permission from SRXP;
- o) make use of the Service in a manner which exceeds the purpose and/or scope of the Licence Agreement;
- p) subject the integrity of the technical protection to a test or a penetration test, ‘load’ test, conduct a ‘denial-of-service’ simulation or vulnerability scan of the Service without prior written permission from SRXP;
- q) make use of software designed to imitate the automatic actions of a human User (often referred to as ‘robots’) in combination with the Service;
- r) make use of the Service for ‘spam’, chain letters, unwanted emails, distribution lists and/or contact any person who has not given specific permission for this purpose.
6. Intellectual property rights
- 6.1 All intellectual and industrial property rights, expressly including but not limited to the copyright and trademark rights, with regard to the Service, Contents and Documentation made available to the Licensee, including software (including source code), updates and upgrades, all underlying and/or accompanying hardware, websites and the interface thereof, (mobile) applications, tools and other parts which form a part thereof, are vested exclusively in SRXP, or as the case may be its licensors and/or suppliers. The use of the Service in the broadest sense of the word is exclusively permitted with the prior written permission from SRXP.
- 6.2 SRXP guarantees that the use of the Service and Documentation permitted to the Licensee does not infringe intellectual property rights of third parties and that SRXP is
authorisedto provide to the Licensee the rights of use referred to.
- 6.3 If SRXP would (allegedly) infringe rights of third parties, SRXP will be entitled, exclusively at its discretion, to replace parts thereof or to alter these in such a manner that the infringement referred to is eliminated, in which the functional characteristics of the Service will be affected as little as possible. If such a replacement or alteration as stated above appears not to be possible without affecting the functional characteristics of the Service, the Licensee will be free to terminate the Licence Agreement. SRXP will in such an event never be liable for the damage ensuing therefrom or involved therewith.
- 6.4 For the duration of this Licence Agreement the Licensee acquires a non-exclusive, non-sub licensable (except for the use by the (sub) users), and non-transferable
licencefor the use of the Service. The licenceor the licencefor use is only valid and applicable if and insofar as the Licensee has fulfilled its payment obligations as referred to in article 7.
- 6.5 In addition to the provisions of articles 4 and 5 about the right of use and the manner in which the Licensee is deemed to deal with these, the Licensee is expressly not permitted to disclose (or have disclosed), process and/or reproduce the software (including source code), website(s) and the interface thereof, applications and (user) Documentation forming part of the Service, all this in the broadest sense of the word.
- 6.6 The Licensee is not permitted to remove and/or alter indications concerning the confidential nature, or as the case may be concerning the intellectual and industrial property rights in or of the Service.
7. License fee
- 7.1 The
licencefee is based on the number of Users who are registered as such and which is based on the Subscription chosen by the Licensee. The administration of SRXP, which is based on the aforesaid registrations, is the determining factor when determining the number of Users.
- 7.2 The Licence Fee is excluding all taxes, duties or excise imposed by tax authorities. SRXP will at all times be entitled to annually alter the amount of the Licence Fee to be paid.
- 7.3 Invoicing of the rates and payment will take place by email and in advance per period, depending on the chosen Subscription. The Licensee is obliged to pay the amounts owed by it in the agreed manner within 14 days from receipt of the invoice. The Licensee will not be entitled to setoff or suspend any payment obligation.
- 7.4 In case of non-payment, no payment in full or payment not in a timely manner, SRXP will be entitled to suspend making the Service available. In case the payment term of 30 days is exceeded, SRXP will terminate Licensee’s access to the Service. In such an event the Licensee has no right to compensation or any other claim.
- 7.5 The Licensee will provide SRXP with complete and correct invoicing and contact information. This information comprises the official name and address of the Licensee, the name, the email address and the telephone number of a contact person who is authorised to make payments and, in the event of direct debit collection, the bank details of the Licensee. In the event of any changes, the Licensee will update this information within 30 days. If the information provided by the Licensee appears to be incorrect, SRXP will be entitled to terminate Licensee’s access to the Service and to terminate the Licence Agreement without further notice of default.
- 7.6 Interim termination by the Licensee of the Licence Agreement does not affect the payment obligation for the duration of the terminated Subscription.
- 7.7 SRXP is not obliged to keep the data of the Licensee and can permanently remove this data if the Licensee has accrued arrears of 90 days or more.
- 8.1 SRXP guarantees that the Service will function reasonably in accordance with the Documentation during the term of this Licence Agreement. If this is not the case, SRXP can offer compensation to the Licensee, at the discretion of SRXP, which comprises:
- a) correction of the Service, so that this will function reasonably in accordance with the Documentation; or
- b) repayment to the Licensee of the payment already made for the 30 days access to the Service, prior to the notice in writing from the Licensee to SRXP, in which the infringement and the request for cancellation of the Subscription of the Licensee and the Licence Agreement is included in detail.
- 8.2 The Licensee can report (threatened) disruptions of the Service by email to SRXP through email@example.com. SRXP strives to deal with every report as soon as possible and in all events within 24 hours and is obliged to use best endeavours to remedy the disruption. SRXP uses best endeavours to repair within a reasonable period any established serious defects in the Service which prevent the normal use thereof. SRXP provides the Licence for the Service ‘as is’ and does not guarantee that the Service is faultless and/or functions without disruptions and/or that the Service is suitable for the actual and/or intended use by the Licensee.
- 8.3 For the protection of the Service and the Data SRXP will meet a level which is reasonable with respect to, among other things, modern technology, the sensitivity of the data and the costs to be incurred and investments to be made for the protection measures to be taken. The applied technical protection specifications are stated on the SRXP Website.
- 9.1 The liability of SRXP due to attributable failure in the performance of the Licence Agreement or as the case may be otherwise, is limited to compensation of direct damage or loss not exceeding the amount of the price in fact paid by the Licensee over the last 12 months prior to the failure or the damage causing fact arising. In the event of termination of the Licence Agreement, insofar as this is possible, SRXP will have also fulfilled its rectifying obligations by paying this compensation.
- 9.2 Under no circumstance will the total liability of SRXP for direct damage, on whatsoever basis, amount to more than € 25,000.
- 9.3 SRXP’s liability for damage resulting from death, physical injury or due to substantive damage to goods will under no circumstances amount to more than € 100,000 in total.
- 9.4 SRXP’s liability for indirect damage, including consequential loss, lost profit, lost savings and loss due to business stagnation is expressly excluded.
SRXP’sliability with regard to mutilation, loss or destruction of Data or documents is also excluded.
- 9.5 The aforesaid exclusions and limitations of liability of SRXP lapse if the damage is the result of intent or wilful recklessness on the part of the management of SRXP.
- 9.6 In the event of (threatened) damage, the Licensee is obliged to take all damage limiting measures which are reasonably within the abilities of the Licensee and the Licensee will inform SRXP promptly with regard to the (threatened) damage.
- 9.7 SRXP has an obligation to use best endeavours to ensure that the Service and/or the Backup as referred to in article 10.6 is faultless or will function without disruptions. SRXP is never obliged to, or responsible for, any conversion of backups. SRXP is also not obliged to recover mutilated or lost Data.
- 9.8 If an error or disruption is established by the Licensee, SRXP will be obliged to use best endeavours to repair the established error at short notice. The right to compensation can only arise if the Licensee reports the damage by email to SRXP immediately after the damage has arisen. Any claim for compensation will lapse by the (sole) expiry of 12 months from the date the claim has arisen.
- 9.9 SRXP will not be obliged to the fulfilment of any (guarantee) obligation under the Licence Agreement if it is prevented from doing this as a result of force majeure. Force majeure includes among other things: force majeure on the part of suppliers, defectiveness of items, equipment, software or materials of suppliers, government intervention, power failures, and breakdown of Internet, computer network or telecommunication facilities, staff strikes, war or revolution.
- 9.10 SRXP is not in any manner whatsoever liable for the hardware and software environment in which the Licensee wishes to make use or uses the Service.
10. Duration and termination
10.1 The Licence Agreement is at first instance entered into for an indefinite period, for which period the Licensee does not owe any Licence fee. At any moment during that
periodthe Licensee can choose one of the available Subscriptions, with the desired duration of the agreement.
10.2 The Licensee can terminate the Licence Agreement through the Service at any time prior to the automatic renewal of the subscription.
10.3 Each Party has the right to terminate the Licence Agreement with immediate effect without judicial intervention due to an attributable failure on the part of the other Party in the
fulfilmentof the obligations under the Licence Agreement, without prejudice to the right to claim compensation, if:
a. the other Party, also after notice of default (if required), does not
fulfilits essential obligations under the Licence Agreement. The payment obligation of the Licensee applies as an essential obligation. Every act contrary to the suitable use and the applicable restrictions of the usein accordance with the provisions of articles 3 and 4 also apply as essential obligations under the Licence Agreement;
b. the other Party is placed under guardianship;
c. the other Party petitions for bankruptcy or is declared bankrupt or applies for and is granted a debt management scheme.
10.4 Subscription prices which SRXP has invoiced prior to cancellation by the Licensee or prior to termination will continue to be owed in full and will become immediately due and payable at the time of the termination
10.5 In case of termination of the Licence Agreement, for whatsoever reason, the Licensee must promptly cease all use of the Service and keep these ceased. Furthermore, the Licensee must destroy all Documentation which is in the possession of the Licensee as well as all copies made thereof.
10.6 After the termination of the Licence Agreement SRXP can within a reasonable period, upon written request and at the expense of the Licensee, make a copy available of the latest Backup of the data which was made during the Licence Agreement for the benefit of the Licensee with the aid of the Service (hereinafter: the “Backup”). SRXP is only obliged to comply with this request if this is made no later than 2 months after the termination of the Licence Agreement and the Licensee has paid to SRXP all amounts due pursuant to this Licence Agreement. Following this, SRXP will be free to destroy the Backup(s) referred to above.
10.7 Parties can make further arrangements about an escrow subject to further to be agreed terms, which will be recorded in a separate agreement with a third party to be appointed by SRXP.
- 11.1 The Licensee is obliged to keep confidential all that becomes known to the Licensee during or through the use of the Service. This obligation applies to all information about and with regard to the Licence Agreement, the Service and the Documentation, of which the Licensee knows or reasonably can know that should a third party gain knowledge thereof the interest of SRXP and of companies affiliated to SRXP could be harmed.
- 11.2 In case the provisions of this article are breached, the Licensee will incur an immediately payable financial penalty which is not subject to judicial mitigation € 25,000 per breach, which will not affect the right of SRXP to full compensation of the entire damage.
12. Regulatory audit
- 12.1 To the extent required by applicable law and regulations, the authorities which control and regulate the operations of the Licensee (such as the Dutch Central Bank (‘De Nederlandsche Bank’) or the Dutch Financial Authority (‘Autoriteit Financiële Markten’), and its Associated Companies are entitled to perform audits, or to have third parties perform audits, at SRXP’s premises to verify SRXP’s compliance with the Agreement and applicable law and (supervisory) regulations. The scope of such audit may include the exchange of information between SRXP and the Licensee.
- 12.2 SRXP shall inform Licensee as soon as possible in case of such
unless it is prohibited to do so under the applicable law and/or regulations. audit,
- 12.3 SRXP shall comply with any reasonable instructions given by the supervisory authorities, including any instructions imposed on the Licensee. The Licensee shall seek to limit the impact of audits on the provision of the Service and SRXP’s
- 12.4 The Licensee may amend the manner of implementation of the Agreement to the extent required to comply with applicable law and regulations.
13. Processing of Data/(personal) details
- 13.1 The Licensee guarantees that during the use by the Licensee, or by Users of the Service subject to its responsibility, all requirements for the lawful processing of (personal) data are fulfilled as recorded in the relevant privacy legislation and regulations (including the Personal Data Protection Act) and that the data is acquired lawfully, is not unlawful, is accurate and complete and/or does not infringe the rights of third parties or (sub) users referred to. If SRXP deems this of importance for the provision of service and the use of the Service, the Licensee will, if required, promptly provide all relevant information with regard to the manner in which the (personal) data referred to is processed.
- 13.2 If the Licensee is requested to provide its express permission for the use of its mobile telephone number and/or email address, and the Licensee provided the required data for this purpose, then the Licensee guarantees that the data may also be actually used by SRXP for that purpose. This applies inter alia if the Licensee has provided its mobile telephone number and states that it wants to receive a text message with a link with which the Licensee can download the SRXP application.
- 13.3 With regard to the processing of personal data in or during the use of the Service in the context of this Licence Agreement, it applies that the Licensee is deemed to be \”controller\” within the meaning of the Personal Data Protection Act. In that
contextSRXP serves as \”processor\”.
- 13.4 The Licensee expressly indemnifies SRXP against any claim or legal action on the part of third parties or the sub-users referred to with regard to the processing of (personal) data (
including,but not limited to, the entering or saving of Data) in the use of SRXP.
- 13.5 SRXP, as a careful and competent IT service provider, will keep the data and will treat the data with care. The chance of loss of Data is limited because of this. SRXP takes suitable measures to ensure that Users work in a protected environment. Data is sent through a protected data connection. The Data will be saved in protected servers that are located within the EU.
14. Other provisions
- 14.1 If any provision of this Licence Agreement appears to be null and void or is (partially) declared void, the remaining provisions of these Terms will remain in full force. The Licensee and SRXP will in that event enter into consultation about a replacement provision in which the purpose and effect of the original provision will be maintained as much as possible.
- 14.2 The Licensee agrees to SRXP disclosing the fact that the Licensee is a User of the Service. The Licensee agrees to SRXP being able to make reference to the Licensee until the time when the Licence Agreement is terminated.
- 14.3 All provisions which, according to their nature, are also deemed to continue to have effect after the termination of the Licence Agreement, including in all events the provisions of articles 6, 7, 8, 9 and 11 of the Licence Agreement and all payment obligations ensuing from the Licence Agreement, remain in full force.
16. Applicable law, disputes
- 16.1 The Licence Agreement is governed by Dutch law.
- 16.2 All disputes between parties ensuing from or related to the Licence Agreement will be submitted to the court of competent jurisdiction in Amsterdam, the Netherlands.