General Terms and Conditions

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  1. Definitions

    1. The terms that are capitalised in the General Terms and Conditions shall have the meanings assigned to them below:
      1. Account: the personal Account, as well as additional Accounts or Sub Accounts created by the Client, which are made available to the Client by Converdo with the aim to use the purchased Service.
      2. General Terms and Conditions: the provisions in this document.
      3. Processor: the processor within the meaning of Article 1 sub e of the Personal Data Protection Act.
      4. Converdo: the company Converdo B.V., with its registered office in Hoorn and registered with the Chamber of Commerce under number 62430726, trading under the names Converdo and Conversion Monitor.
      5. Conversion Monitor: the SaaS service (Software-as-a-Service) offered by Converdo providing e-commerce analytics.
      6. Service: the services offered by Converdo consisting of, inter alia, consultancy in the field of e-commerce and the provision of an online platform that allows the Client to automate certain processes in respect of e-commerce analytics, as set out on the Website.
      7. Intellectual Property Rights: all rights of Intellectual Property and related rights, including but not limited to, copyrights, database rights, domain names, trademark rights, trade name rights, design rights, neighbouring rights, patent rights and rights to know-how.
      8. Client: the natural person or legal entity with whom Converdo has entered into an Agreement.
      9. Agreement: any Agreement between Converdo and Client under which Converdo provides Services to Client.
      10. Personal Data: any information relating to an identified or identifiable natural person.
      11. Plugin: additional software that functions within a broader platform (e.g. Magento or Wordpress) and that allows data collection for Conversion Monitor.
      12. In Writing: correspondence on paper, dated and signed. Email is also covered by this definition.
      13. Updates: changes and upgrades of the Service within the scope of the addition of functionalities, for the purpose of bug fixing, improving the functionality and/or error recovery.
      14. Responsible party: the party responsible within the meaning of Article 1 sub d of the Personal Data Protection Act.
      15. Website: www.converdo.com and www.conversionmonitor.com or any subdomains thereof and other extensions.
  2. Applicability

    1. These General Terms and Conditions apply to all offers of Converdo, the acceptance thereof by the Client and the Agreement entered into between the parties. Deviations shall only be valid if agreed in Writing.
    2. Applicability of any purchase terms or other terms and conditions of the Client is expressly excluded.
    3. These General Terms and Conditions contain a module for Software-as-a-Service. This shall apply only to the extent that the Service relates to the Conversion Monitor Software-as-a-Service. If it is applicable, the provisions in said module, to the extent applicable to the Service to be provided, shall prevail over the General Terms and Conditions.
  3. Conclusion and performance of the Agreement

    1. Unless otherwise specified therein, all offers remain open for acceptance for a period of four weeks, following which Converdo may no longer be bound by it.
    2. Acceptance by the Client shall be in Writing. Any acceptance deviating from the offer or a change made therein by Client, shall not bind Converdo until acceptance thereof has been confirmed in Writing to the Client.
    3. The Agreement is concluded through acceptance or confirmation of the offer, as indicated above.
    4. This includes the main obligations of the parties, as set out in more detail in the offer, including the description of the Services, the applicable prices and/or rates and the periods within which the Services and payment, respectively, shall take place.
    5. Converdo will perform the Agreement to the best of its knowledge and ability in accordance with the requirements the Client may reasonably stipulate on the basis of the knowledge and expertise available at Converdo.
  4. Force Majeure

    1. Converdo shall not be bound to any obligation it is prevented from fulfilling, in whole or in part, temporarily or not, due to circumstances beyond its control. Where appropriate, Converdo shall inform the Client thereof in Writing as soon as possible.
    2. Its obligation shall be suspended from the date on which Converdo has notified Client. Once the duration of the impediment has exceeded a period of four weeks, each of the parties shall have the right to unilaterally terminate the Agreement. That which has already been performed under the Agreement shall then be reasonably settled on a pro rata basis, without the parties owing each other anything else.
  5. Defects/Failures

    1. In case of a defect or failure in the Services provided by Converdo, Client shall inform Converdo thereof as soon as possible and afford it the opportunity to assess and correct it, if necessary, prior to being able to derive any rights therefrom.
    2. From the moment that Client has discovered or reasonably should have discovered this, but in both cases no later than after a period of four weeks from the date of commissioning by Converdo, its right to invoke said defect or failure shall be void.
  6. Liability

    1. Converdo shall only be liable towards Client for direct damages resulting from an attributable failure in the performance of this Agreement. Direct damage shall exclusively refer to any damage comprising:
      1. damage directly caused to tangible objects ("property damage");
      2. resolving a data breach;
      3. cost of repairs to prevent data loss;
      4. reasonable and demonstrable costs incurred by the Client to remind Converdo to properly perform the Agreement (again);
      5. reasonable costs incurred to determine the cause and the extent of the damage, insofar as related to direct damage as here intended;
      6. reasonable and demonstrable costs incurred by Client to prevent or limit the direct damage within the meaning of this article.
    2. In no event shall Converdo be liable for compensation for indirect or consequential damages or damages due to lost sales or profit, delay damages, damages due to loss of data, loss due to exceeding deadlines as a result of changed circumstances, damage as a result of inadequate cooperation, information or materials provided by Client and damage due to information or advice provided by Converdo, the content of which does not form an express part of the the Agreement.
    3. The maximum amount that will be paid per event or a series of events in the event of liability pursuant to paragraph 1 of this Article shall be limited to the fees Client has paid to Converdo for the relevant Service under this Agreement within the last six (6) months (excluding VAT).
    4. The liability of Converdo due to attributable failure in the performance of the Agreement shall arise only if Client gives Converdo immediate and proper notice of default in Writing, specifying a reasonable period to rectify the failure, and Converdo continues to imputably fail in the performance of its obligations even after such period. The notice of default must contain a detailed description of the failure, allowing Converdo to respond adequately.
    5. The limitation of liability within the meaning of the previous paragraphs of this article shall lapse if and insofar as the damage is the result of wilful misconduct or gross negligence of the management of Converdo.
    6. The application of Article 6:271 et seq. of the Dutch Civil Code is excluded.
    7. Client shall indemnify Converdo against all claims of third parties (including customers of Client), in respect of compensation of damage, costs or interest related to this Agreement and/or the Service.
  7. Dissolution

    1. Without prejudice to its rights to compensation and all other rights and powers conferred on it by law, Converdo is entitled to terminate the Agreement in whole or in part, if:
      1. lient has failed to fulfil its obligation stated in Article 8.5, after four weeks have expired from the date specified therein;
      2. Converdo exercises its power of suspension, as set out in Article 8.6 second sentence of these Terms and Conditions; or
      3. Client defaults in accordance with Article 8.3 of these Terms and Conditions; or
      4. Client applies for or is granted (temporary) suspension of payments; is declared bankrupt or otherwise becomes insolvent; its company is liquidated or terminated other than as a result of reconstruction or merger with another company.
  8. Payment

    1. Client shall be responsible for full payment within the period stated on the invoice, without being able to rely on any set off and/or discount. Unless a different term has been included in the Agreement and without prejudice to the applicability of Article 3, paragraph 5 of these Terms and Conditions, the payment period shall be two weeks after the invoice date.
    2. The date on which the payment is transferred to the bank account designated by Converdo constitutes the date of payment.
    3. If payment has not been made four weeks after the invoice date, the Client shall be automatically in default. Without prejudice to any other rights to compensation, Converdo has a claim to payment of the statutory interest on the amount due from the invoice date and to payment of extrajudicial costs on the amount due, including interest, with a minimum of € 40.00. All this in accordance with the Collection Costs Act.
    4. In the event of default, Converdo shall be authorised to commence legal proceedings against Client without further notice or demand, unless the Client acts as a consumer.
    5. The Client shall ensure that all conditions, which Converdo considers to be necessary or which the Client should reasonably understand to be necessary for the performance of the Agreement, will have been met.
    6. Converdo is authorised to require advance payment from the Client for its Services to be provided and only commence the performance of the Agreement on the date that the Client has made payment in respect of the relevant invoice. Even in the case where the Services have already commenced and in respect of which there are outstanding invoices, Converdo shall be authorised to suspend performance and only resume this on the date when the Client has fully fulfilled its payment obligations.
  9. Intellectual Property

    1. In the event the Agreement also covers the granting of rights of use of software or other works developed by and/or originating from Converdo, which are protected by Intellectual Property rights, to the Client, Converdo shall be authorised to suspend such rights of use until the Client has fulfilled its payment obligations.
    2. The Client is not allowed to publish or reproduce these works and/or grant the right of use to third parties, without the prior consent, in Writing, of Converdo.
    3. Converdo is entitled to use relevant names and logos of Client for promotional purposes. Client may impose conditions on the manner of use or reproduction, which Converdo shall strictly observe.
  10. Amendment of Terms and Conditions

    1. Converdo may amend these Terms and Conditions and the prices at any time.
    2. Converdo shall announce the amendments or additions through the Website, as well as by sending an email message to Client, in order to make this known, at least thirty days before entry into force.
    3. If you do not wish to accept an amendment or addition, you may terminate the Agreement until the date of entry into force. Use of the Service after the date of entry into force shall be deemed acceptance of the amended or added terms and conditions.
  11. Other provisions

    1. The Agreement is governed exclusively by Dutch law.
    2. Unless otherwise stipulated by mandatory law, any disputes relating to the Agreement will be submitted to the competent Dutch court of the district in which Converdo has its registered office.
    3. If a provision in the General Terms and Conditions stipulates that a notification must be made in writing, this shall also have been complied with if the notification is made by email or communication is conducted through the Service, provided it is sufficiently established that the message actually originated from the purported sender and that the integrity of the message has not been affected.
    4. The version of communication or information as stored by Converdo is deemed to be correct, unless you provide evidence to the contrary in this regard.
    5. If any provision of these General Terms and Conditions shall be deemed null and void, this shall not affect the validity of the General Terms and Conditions as a whole. In that case, the Parties shall lay down (a) new provision(s) by way of replacement, which will approximate the intent of the original provision as much as legally possible. Converdo is entitled to transfer its rights and obligations under the Agreement to a third party that acquires Conversion Monitor or its relevant business activity.

Software-as-a-Service Module

If the Service (in part) relates to Conversion Monitor, the provisions in this module shall also apply.

The Conversion Monitor Service is offered to you via the Internet as a Software-as-a-Service by the company Converdo. The use of Conversion Monitor is subject to the following conditions.

  1. Conclusion and performance of the Agreement

    1. The Agreement is concluded after Client has created an Account on the Website, the Client has accepted the offer shown/selected on the Website and this acceptance is confirmed by Converdo by e-mail or in Writing. The amounts due are stated on the Website. The description of the Service stated on the Website is binding.
    2. Client may use Conversion Monitor without obligation for a period of thirty (30) days. After this period, Client must either pay for a Service or discontinue use of the Service.
  2. Use of the Service

    1. To use Conversion Monitor you must first register. After your registration has been completed, you can immediately log in to your Account and use the Service.
    2. You need to protect the Account(s) from access by unauthorised persons by using the user name and password. In particular, the password must be kept strictly confidential. Converdo may assume that everything that occurs from your Account(s), after registration with user name and password, takes place under your direction and supervision. Therefore, you are responsible for all said acts, unless you have notified Converdo in Writing that someone else knows your password.
    3. In addition to the main Account, additional Accounts or Sub Accounts may be applied for at extra cost. Inquire about the possibilities and costs.
    4. Plugins are used for the functioning of Conversion Monitor. It is the responsibility of Client to ensure the correct installation of this. If necessary, Converdo may assist with the installation by telephone.
    5. Conversion Monitor is used to process Personal Data. Converdo acts as the Processor within the meaning of the Personal Data Protection Act. You indemnify Converdo against all claims of involved parties under this Act.
    6. As the Responsible Party you are legally obliged to enter into a processing agreement with Converdo regarding, inter alia, technical and organisational security measures and reporting a security breach. Such an agreement is annexed to these terms of use.
  3. Security

    1. If no processing agreement has been entered into between Converdo and the Client, the provisions from this article shall apply.
    2. Converdo will endeavour to implement adequate technical and organisational measures with regard to the processing operations of Personal Data to be carried out for the benefit of the Responsible Party, against loss or any form of unlawful processing (such as unauthorised disclosure, deterioration, alteration or transmission of the Personal Data).
    3. Converdo will endeavour to ensure that the security will be of such a level that is appropriate, given the state of the art and the costs associated with implementing the security.
    4. Responsible Party will only have Personal Data processed by Converdo if Responsible Party has been assured that the security measures implemented by Converdo provide adequate level of protection.
  4. Rules of use

    1. It is forbidden to use Conversion Monitor for acts that are in conflict with Dutch or other applicable laws and regulations. This includes, inter alia, storage or distribution of information that is libellous, defamatory or racist through the Service.
    2. In particular, it is forbidden to request Personal Data without having published an adequate privacy policy. Compliance with the Personal Data Protection Act is also required in respect of other processing of Personal Data.
    3. If Converdo finds that you violate the above conditions, or if it receives a complaint regarding this, Converdo will intervene to remedy the violation.
    4. If Converdo is of the opinion that nuisance, damage or other hazard poses a risk to the functioning of the computer systems or network of Converdo or third parties and/or the services provided over the Internet, especially due to excessive sending of e-mails or other data, breach of Personal Data or activities of viruses, Trojans and other malware, Converdo shall be entitled to implement all measures it considers reasonably necessary to avert or prevent said risk. These measures shall include, but are not limited to, the suspension of the Service and termination of the Agreement.
    5. Converdo is at all times entitled to report the offences it has identified. Furthermore, Converdo is entitled to disclose your name, address, IP address and other identifying data to a third party that complains that you breach its rights or these terms of use, provided that it is reasonable to assume that the accuracy of said complaint is sufficiently plausible, and there is no other way to obtain this information and the third party has a clear interest in disclosure of the data.
    6. Converdo may recover the damage resulting from violations from you. You indemnify Converdo against all claims of third parties relating to damage resulting from a violation of these rules of use.
  5. Rules of use

    1. Converdo endeavours to make the Service available, but does not guarantee uninterrupted availability.
    2. Converdo actively maintains Conversion Monitor. If maintenance is expected to result in a limitation of the availability, Converdo will endeavour to perform this during night-time hours (between 23:00 and 07:00 local time). Where possible, maintenance is announced in advance. Maintenance related to emergencies may occur at any time and without prior announcement.
    3. Converdo may adjust the functionality of Conversion Monitor from time to time. In respect of this, feedback and suggestions are welcome, but ultimately Converdo shall decide what adjustments it may or may not implement. In case of significant changes Converdo will communicate the adjustments it intends to implement at least thirty (30) days in advance.
  6. Intellectual Property

    1. The Conversion Monitor Service, related software, as well as all information and images on the Website are the Intellectual Property of Converdo. These may not be copied or used in any way without separate consent in Writing of Converdo, except where permitted by law.
    2. Client acquires a non-exclusive and non-transferable right of use in respect of Conversion Monitor for the duration of the Agreement.
    3. Information you store or process via the Service is and shall remain your property (or that of your suppliers). Converdo has a limited right of use in respect of this information for the Service, reports, benchmarks, statistical and analytical purposes, including future aspects thereof. You may revoke this right of use by removing or causing to delete the relevant information, by terminating the Agreement or, where this relates to reports, benchmarks, statistical and analytical purposes including future aspects, by making use of the opt-out, which is available on the settings page within Conversion Monitor.
    4. If you send information to Converdo, e.g. feedback on an error or a suggestion for improvement, you grant it unlimited and perpetual licence to use this information for the Service. This does not apply to information that you explicitly mark as confidential.
    5. Converdo will not obtain knowledge of the data you store and/or distribute via Conversion Monitor, unless necessary for proper service provision or Converdo is required to do so under a statutory provision or court order. In that case Converdo will endeavour to minimise the cognisance of data, to the extent this is within its power.
  7. Fee for the Service

    1. The use of Conversion Monitor is, depending on the period chosen by the Client, subject to a monthly or annual fee. This fee shall always be paid in advance.
    2. Payments may be made by credit card, PayPal or according to other payment instructions on the Website.
    3. Because the Service is provided instantly and upon express request, it is not possible to cancel a payment by invoking the Distance Selling Act.
    4. If payment is not forthcoming for more than two (2) weeks after it is due, Converdo shall have the right to suspend access to the Service. Furthermore, Converdo is entitled to discontinue the Service and to delete the Account if payment has not been made after two (2) months.
  8. Duration and termination

    1. The Agreement comes into effect upon first use of the Service and will run for a month or a year, depending on the term selected by the Client.
    2. After expiry of the first term, the Agreement will be extended indefinitely. After the first term, Converdo and Client may always terminate with due observation of a notice period of one (1) month from the date of termination.
    3. Converdo may also terminate the Agreement if Client has not logged in for a period of eighteen (18) months. In that case, Converdo will first send a reminder email to the address linked to the Account.
    4. Upon request and at additional cost, Converdo may provide a copy of the stored data in a format customary for this sector. Inquire about the possibilities and costs.