Terms of use

Amsterdam, May 25 2018 – Version 1.1

The “ONDURO” service is offered to you via the internet as a software-as-a-service by the company ONDURO B.V. (“Provider”). The following conditions are attached to the use of ONDURO.

By completing the registration for an ONDURO account you agree to these terms of use and the privacy statement.

ONDURO is intended for companies. By creating an administrator account, you, therefore, declare that you are acting on behalf of the company whose name you are listing and that you are authorized to do so. “Customer” hereinafter refers to the natural person or legal entity with whom ONDURO B.V. agrees to provide the ONDURO service on behalf of the company.

Deviations from these general terms and conditions are only binding if they have been accepted in writing by ONDURO.

The term ONDURO® is a registered trademark.

Definitions

Provider	ONDURO B.V.
ONDURO	The service offered by the Provider on www.onduro.com, app.onduro.com, beta.onduro.com and via the mobile apps.
Customer	The legal person with whom the Provider enters into an agreement on behalf of the company for the supply of ONDURO.
User	The Client and all persons who are granted access to ONDURO by the Client via the ONDURO invitation procedure by means of their own username and password.
Partner	A third party that has entered into a partnership with ONDURO to provide additional services.

Article 1. Use of the service

1.1 ONDURO is offered to the Client for the purpose of personnel planning, time registration, communication, and related purposes within the Client’s company by means of the tools offered via ONDURO. The Client decides for himself how the Client uses the tools and for which specific goals.

1.2 In order to use ONDURO, a User must first register. After the registration has been completed, the User can log in directly to his account and use the service.

1.3 Each User must protect access to his account by means of the username and password against unauthorized persons. In particular, the password must be kept strictly confidential. The Provider may assume that everything that happens from a user account after logging in with his username and password, takes place under the direction and supervision of the Customer. The Customer is therefore liable for all these actions unless the Customer has notified the Provider that someone else knows the password in question.

1.4 The Client processes personal data with ONDURO. Provider hereby acts as a processor within the meaning of the General Data Protection Regulation (GDPR); The customer is the controller. The Client indemnifies the Provider against all claims of those involved under this law.

Article 2. Usage rules

2.1 It is forbidden to use ONDURO for actions that are contrary to Dutch or other applicable laws and regulations. This includes storing or disseminating through the service information that is libelous, defamatory, or racist as well as violating users’ privacy.

2.2 In particular, it is prohibited to use ONDURO in such a way that inconvenience or nuisance for other users is created. This includes the use of your own scripts or programs for uploading or downloading large amounts of data or making calls to the service excessively often.

2.3 If the Provider establishes that the Customer is in breach of the aforementioned conditions, or receives a complaint about this, the Provider may intervene itself to end the violation.

2.4 If, in the opinion of the Provider, nuisance, damage or other danger arises for the functioning of the computer systems or the network of ONDURO or third parties and/or the provision of services via the internet, in particular, due to excessive sending of an e-mail or other data, leakage of personal data or activities of viruses, Trojans and similar software, the Provider is entitled to take all measures it reasonably considers necessary to avert or prevent this danger.

2.5 The Provider is at all times entitled to report established criminal offenses. Furthermore, the Provider is entitled to provide name, address, IP address and other identifying data to a third party that complains that the Customer is infringing his rights or these general terms and conditions, provided that the correctness of that complaint is reasonably sufficiently plausible, no another way is to obtain this data and the third party has a clear interest in providing the data.

2.6 The Provider can recover the damage resulting from violations of these rules of conduct from the Client. The Customer indemnifies the Provider against all third-party claims relating to damage as a result of a violation of these user rules.

Article 3. Availability and maintenance

3.1 The Provider makes every effort to make ONDURO available but does not guarantee uninterrupted availability.

3.2 The provider actively maintains ONDURO. If maintenance is expected to lead to a limitation of availability, the Provider will perform this during the night hours (between 23:00 and 07:00 local time). Maintenance is announced in advance if possible. Maintenance in connection with calamities can take place at any time and will not be announced in advance.

3.3 The Provider may adjust the functionality of ONDURO at any time. Feedback and suggestions are welcome, but in the end, the Provider decides which adjustments to implement or not. The Provider does not guarantee that the software meets the specific wishes of the Customer.

3.4 The provider makes a backup of all data stored via the service every night. This backup is used for disaster recovery. Individual data cannot be made available separately from the backup.

Article 4. Intellectual property

4.1 The ONDURO service, the accompanying software, as well as all information and images on the website, are the intellectual property of the Provider. These may not be copied or used in any way without separate written permission from the Provider, except in cases where this is permitted by law.

4.2 Information that the Client stores or processes via the service is and remains the property of the Client (or that of its Users). The Provider has a limited right of use to use this information for the service, including for future aspects thereof. The customer can withdraw this right of use by removing the relevant information and/or terminating the agreement.

4.3 If the Client sends information to the Provider, for example, feedback about an error or a suggestion for improvement, the Client gives it an unlimited and perpetual right of use to use this information for the service. This does not apply to information that the Client explicitly marks as confidential.

4.4 The Provider will not take cognizance of data that the Customer stores and/or distribute via ONDURO, unless this is necessary for a good service or the Provider is obliged to do so by virtue of a legal provision or court order. In that case, the Provider will make every effort to limit the knowledge of the data as much as possible, insofar as this is within its power.

Article 5. Fee for the service

5.1 A fee is attached to the use of ONDURO. Depending on the chosen rate, this fee must be paid monthly, quarterly, or annually in advance or monthly afterward. The prices are listed on the Provider’s website.

5.2 All prices are exclusive of turnover tax (VAT) and other levies imposed by the government.

5.3 Payment can be made by direct debit or according to the payment instructions on the website.

5.4 If the Customer became a member of ONDURO through a Partner, the agreements regarding compensation as communicated to the Customer by this Partner apply to the Customer. Any compensation must then be paid to this Partner.

Article 6. Liability

6.1 The Provider does not guarantee that the service is error-free. Except in the case of intent or gross negligence, the liability of the Provider is limited to the amount that the Customer has paid for the three months before the moment of the harmful event.

6.2 The Provider is explicitly not liable for indirect damage, consequential damage, lost profit, missed savings, and damage due to business interruption. The Provider is also not liable for the processing of personal data of persons for which there is no permission or other basis at the Customers.

6.3 A condition for any right to compensation to arise is that the Customer reports the damage to the Provider in writing no later than two months after discovery.

6.4 In the event of force majeure, the Provider is never obliged to compensate the damage caused by the Customer as a result. Force majeure includes malfunctions or breakdowns of the internet, telecommunications infrastructure, denial-of-service attacks, hacking activities, power failures, civil commotion, mobilization, war, transport disruptions, strike, lockout, business disruptions, stagnation in supply, fire, and flood.

Article 7. Duration and cancellation

7.1 This agreement starts as soon as the Customer first uses the service and is free during the trial period. After the expiry of this, the Customer must choose a paid subscription by filling in her payment details and pay on time, otherwise, the account will be blocked and completely deleted two weeks later.

7.2 After the trial period, the agreement will be converted into an agreement for one month. After the expiry of this period, the Customer must pay for the use in that period.

7.3 After payment, the agreement will be extended by another one month, unless the Client has canceled. Cancellation takes effect towards the end of this period, regardless of the date of cancellation.

7.4 The Provider can terminate the agreement if no User has logged in for eighteen months. In that case, it will first send a reminder email to the email address associated with the customer’s administrator account.

7.5 If the Customer becomes a member of ONDURO through a Partner, the agreements regarding the duration and cancellation as communicated to the Customer by the Partner apply to the Customer. If this Partner does not allow the Customer to extend, ONDURO will make the Customer an offer to continue the use of ONDURO under the conditions of the previous paragraphs.

7.6 The customer is at all times responsible for the legal obligation to retain the processed data, even after termination of the account.

Article 8. Changes to conditions

8.1 The Provider may adjust these conditions as well as the prices at any time. This takes effect for the Customer in the next payment period.

8.2 The Provider will make every effort to announce the changes or additions via the service at least thirty days before they come into effect so that the Client can take note of them.

8.3 If the Client does not wish to accept a change or addition, the Client can cancel the agreement until the effective date. Use of the service after the effective date constitutes acceptance of the amended or supplemented terms and conditions.

Article 9. Other provisions

9.1 This agreement is governed by Dutch law.

9.2 Unless otherwise prescribed by mandatory law,
all disputes in connection with the Provider will be submitted to the competent Dutch court for the district in which the Provider is established.

9.3 If a provision in these terms of use requires that a communication must be made “in writing”. It is also met if the communication is made by e-mail, provided that it has been sufficiently established that the message originates from the alleged sender and that the integrity of the message has not been compromised.

9.4 The version of communication or information as stored by the Provider is deemed to be correct unless the Customer provides evidence to the contrary in this regard.

9.5 If a provision in these terms of use proves to be invalid, this will not affect the validity of the entire terms of use. In this case, the parties will determine (a) new provision (s) as a replacement, thus giving shape to the intention of the original provision as much as legally possible.

9.6 The Provider is entitled to transfer its rights and obligations under the agreement to a third party who takes over ONDURO or the relevant business activity from it