General Terms and Conditions.
Enliven Social Enterprise B.V. – December 2020
These are the General Terms and Conditions of Enliven Social Enterprise B.V. (hereinafter referred to as: “Enliven”). If you enter into an agreement with Enliven, you are the “Other Party” as referred to in these General Terms and Conditions. If both parties are referred to simultaneously, they are called the “Parties”.
Article 1: Applicability
- These General Terms and Conditions apply to all products and services provided by Enliven.
- Any general terms and conditions of the Other Party are not applicable.
- Enliven shall only be bound by an agreement if there is an order confirmation signed by the Parties.
- The order confirmation as signed by the Parties has priority over these General Terms and Conditions.
Article 2: The agreement
- The Parties will enter into an agreement for the provision of services, pursuant to which Enliven is the contractor and the Other Party is the client.
- The essentials of the agreement between the Parties are laid down and agreed upon by means of the order confirmation.
- Enliven shall never have an obligation to achieve a result, but only an obligation to perform to the best of its ability, unless the Parties explicitly agree otherwise in writing in the order confirmation.
- Enliven is entitled to transfer the agreement and its obligations thereunder to third parties. The Other Party is not permitted to transfer the agreement, unless Enliven has agreed to this in writing.
- Enliven is entitled to have its work performed wholly or partially by third parties.
Article 3: Payment
- Payment for Enliven’s work will take place on the basis of the invoices sent to the Other Party.
- The prices stated by Enliven are exclusive of VAT, unless indicated otherwise.
- Enliven has the right to change its prices annually.
- The payment term of Enliven’s invoices is 14 days.
- If the payment deadline is exceeded, Enliven shall have the right to suspend its obligations only after Enliven has first sent a demand for payment in which a reasonable payment term is granted.
- Delay in the performance of Enliven’s obligations, regardless of the reasons thereof, shall not entitle the Other Party to suspend its payments.
Article 4: Duration, end of agreement and consequences
- The agreement is entered into for the duration as stated in the order confirmation.
- During the agreed term, the agreement cannot be terminated.
- After expiry of the agreed term, the agreement shall be tacitly continued for a period of one year each time. In that case, the agreement can be terminated by either party with effect from the end of the current contract year, subject to two months’ notice.
- The agreement may be terminated by Enliven with immediate effect, without observing a period of notice, in the following events:
- suspension of payments or bankruptcy of the Other Party;
- a change of control of the Other Party;
- the Other Party fails to fulfil its obligations under the agreement; however, only after Enliven has sent a notice of default in which it grants the Other Party a period of at least 14 days to fulfil its obligations.
- Provisions which, by their nature, are intended to remain in force beyond the term of the agreement shall continue to have effect after the end date of the agreement.
- After the end date of the agreement, the Other Party must cease the use of all Enliven software and, if applicable, uninstall it. Furthermore, all physical accessories, such as the VR goggles (insofar as ownership has not yet passed) must be returned to Enliven.
- After the end date of the agreement, Enliven shall no longer provide support (including digital/IT support) to the Other Party, unless explicitly agreed otherwise in writing.
Article 5: Intellectual Property
- All intellectual property rights, regardless of their nature, shall at all times remain vested in Enliven. The Parties explicitly do not intend to transfer any intellectual property rights, unless an explicit agreement to the contrary is made in a separate deed.
- To the extent necessary for the use of Enliven’s services, the Other Party obtains a limited, non-exclusive, non-transferable licence. The terms of that licence are set out in a separate end-user licence agreement, the “EULA”.
- The Other Party is prohibited from further developing Enliven’s products/services; this applies to both software and hardware. Should, notwithstanding this provision, a claim to an intellectual property right arise for the Other Party, the Parties hereby agree that such rights shall be transferred to Enliven free of charge. Where necessary, the Other Party shall provide all administrative cooperation.
Article 6: Privacy
- Enliven is responsible for the processing of personal data, if and insofar as this takes place. The details concerned are set out in Enliven’s privacy statement.
Article 7: Health and personal responsibility
- If and to the extent that the Other Party uses VR Services from Enliven, the use thereof shall always be at the Other Partyâ€™s own risk.
- Health risks may occur upon using VR services from Enliven. Enliven expressly points this out to the user and the user accepts this risk by using the VR Services.
- Enliven shall never be liable for any adverse consequences that may have arisen during the running of a VR simulation as offered by Enliven.
Article 8: Limitation of liability
- Enliven shall only be liable for direct damage. Direct damage means the damage that is directly related to the cause of the damage.
- Enliven shall not be liable for indirect damage. Indirect damage is understood to mean all damage that has occurred as an indirect result of the event causing the damage, including loss of profit, lost turnover, etc.
- In the event that Enliven is liable for any damage, this damage shall at all times be limited to the value of the payments actually made by the Other Party to Enliven in the year in which the damage event occurred.
- The limitation of liability as laid down in this article shall not apply in the event of intent or wilful recklessness of Enliven or one of its directors.
Article 9: Miscellaneous
- All services provided by Enliven and all agreements entered into by Enliven shall be governed by Dutch law.
- The Dutch court in the judicial district where Enliven has its registered office shall be competent to adjudicate in disputes between the Parties.
- Enliven has the right to unilaterally amend these General Terms and Conditions.