WoodWing Xtendis Online Terms and Conditions
The following general terms and conditions apply to this Agreement:
ARTICLE 1 DEFINITIONS
For the purposes of these general terms and conditions, the following terms shall have the following meanings:
Terms and Conditions: these terms and conditions.
Coordinators: Contractor employees who are designated to handle communication with WoodWing Xtendis and who will undergo training for that purpose.
Services:
- OneXillium's services include, but are not limited to: consulting in the field of digitization
- WoodWing Xtendis' services include, but are not limited to: the provision of products and services in the field of document management and digital archiving
Defect: the Software's failure to function in accordance with the user documentation provided.
Use: Use of the Software as described in the Agreement.
(Concurrent) Users: individuals at the Contracting Party who are using the Software (at the same time).
Contracting Party: any natural or legal person that OneXillium accepts as the other party to a Contract for Services.
Agreement (for Services): the agreement between OneXillium and the Contracting Party(ies), including all Annexes.
Parties: OneXillium and the Contracting Party.
Software: all Software, including the accompanying documentation and the intellectual property rights associated therewith, as the subject matter of the Agreement.
Release: an update to the Software within a specific version of the Software, in which any Defects have been corrected and/or new or revised features have been included. \Version: any version of the Software released from time to time that incorporates the preceding Releases and/or includes new or revised features.
Business Day: calendar days, excluding weekends and generally recognized holidays. Business Hours: hours on a Business Day between 9:00 a.m. and 5:00 p.m.
ARTICLE 2 SCOPE OF APPLICATION
a. The General Terms and Conditions apply to all offers, quotations, orders, deliveries of Services, and invoices issued by OneXillium, as well as to all service agreements between OneXillium and the Contracting Party, and to any request by the Contracting Party for the provision of Services, regardless of whether a service agreement has been concluded between OneXillium and the Contracting Party.
b. Any general terms and conditions or other terms used by the Contracting Party that differ from or supplement these General Terms and Conditions may only be invoked by the Contracting Party if and to the extent that OneXillium has expressly accepted them in writing. Such supplementary or deviating provisions do not affect the applicability of the other provisions of the General Terms and Conditions and apply exclusively to the agreement for which this has been expressly agreed in writing.
c. By accepting these General Terms and Conditions, the Contracting Party also agrees to the applicability of the General Terms and Conditions to all future service agreements and to all subsequent and supplementary service agreements between OneXillium and the Contracting Party.
ARTICLE 3: ASSIGNMENT
a. Each Service Agreement is concluded only if and when OneXillium expressly confirms the terms of the Service Agreement in writing to the Client upon receipt of an order from the Client (whether oral or written, expressly including email), or, if earlier, when OneXillium begins performing the Services agreed upon with the Client. Upon the formation of the Service Agreement, the Client unconditionally undertakes to pay the agreed-upon fee in full.
b. Each Contracting Party warrants that it has the legal authority to enter into Service Agreements with OneXillium.
ARTICLE 4: MULTIPLE CONTRACTORS
If a Contract for Services is entered into with OneXillium by two or more Contracting Parties, each Contracting Party is jointly and severally liable to OneXillium for the proper and timely performance of the obligations of those Contracting Parties under that Contract for Services.
ARTICLE 5 SOFTWARE; RIGHT OF USE
a. The right of use includes the use of the standard features included in the Software, as described in the Software’s user documentation.
b. The Software may be used by the Contracting Party exclusively within its own organization. The right to use the Software is limited to the number of Users.
c. The Use and the right to use are not transferable in any way, including to affiliated companies, such as a parent company or subsidiary, unless OneXillium has provided written approval of the relevant terms and conditions.
ARTICLE 6 DELIVERY AND POSSIBLE ACCEPTANCE TEST
a. The Contracting Party accepts the Software “as is.”
b. The Contracting Party may choose to have an acceptance test performed. If the Contracting Party chooses to do so and requests that WoodWing Xtendis conduct the acceptance test in whole or in part, the Parties shall agree on a fee to be determined at a later date.
ARTICLE 7 WARRANTY
a. For a period of 4 (four) months following delivery, OneXillium will, to the best of its ability, remedy any Defects in the Software (or have them remedied), provided that such Defects have been reported to WoodWing Xtendis in writing and described in detail within the aforementioned period.
b. WoodWing Xtendis cannot guarantee that the Software will always operate without interruptions or Defects, or that all Defects will be corrected, but will use its best efforts to that end in each instance.
c. The restoration of corrupted or lost data is not covered by the warranty.
d. Repairs will be performed at a location to be determined by WoodWing Xtendis, following consultation with the Contractor.
e. WoodWing Xtendis is entitled to implement temporary solutions, workarounds, or restrictions in the software designed to avoid problems.
ARTICLE 8 EXCEPTION TO THE OBLIGATION TO REMEDY DEFECTS
a. WoodWing Xtendis is not obligated to repair Defects during or after the warranty period, insofar as they result from:
- external extreme causes such as natural disasters;
- careless acts or omissions on the part of the Contracting Party;
- improper use of the Software or use of the Software for a purpose for which it is not intended;
- connections made by the Contracting Party to systems not approved by WoodWing Xtendis;
- changes to the infrastructure made by the Contracting Party after installation or after delivery of the Software, without consulting WoodWing Xtendis;
- Any modifications, changes, and/or adjustments to the Software made by the Contracting Party or by third parties acting on the Contracting Party’s behalf without WoodWing Xtendis’s written consent, other than those made for the purpose of correcting errors.
b. In all such cases, WoodWing Xtendis is willing, for an additional fee in accordance with the agreed-upon prices and rates, to remedy the relevant Defects.
ARTICLE 9 PRICES, RATES, AND PAYMENT
a. The prices and rates are set forth in the proposal agreed upon and signed by the Parties.
b. Any additional work and activities requested by the Contracting Party from OneXillium that are not explicitly included in the Agreement and its Annexes may be billed to the Contracting Party by OneXillium for an additional fee. OneXillium will at all times notify the Contracting Party clearly and, if possible, in advance, in the event of additional work. Invoicing for additional work will only take place after the Contracting Party’s approval.
c. Billing begins as soon as the online environment is available for testing.
d. Prices and rates do not include VAT or other government-imposed taxes.
e. OneXillium will review the fees annually as of January 1, by at least the Consumer Price Index, which is determined and published by Statistics Netherlands (CBS) in October for the preceding year. If this Price Index is not available, the price adjustment will be based on another, similar benchmark. Disputes regarding any adjustments must be reported to OneXillium within ten (10) business days of the date of written notification. If OneXillium is not notified of an objection within this period, OneXillium will implement the new maintenance term.
f. If OneXillium adjusts its prices and rates, without prejudice to the adjustment referred to in the preceding paragraph, it shall notify the Contracting Party of such adjustment in a timely manner in advance, in which case the Contracting Party shall be given the opportunity to terminate the Agreement, effective as of the date on which the increase implemented by OneXillium takes effect, and without prejudice to the Contracting Party’s obligation to have settled any outstanding payment obligations prior to the termination date.
g. All invoices shall be paid by the Contracting Party within 14 (fourteen) days of the invoice date.
h. If the Contracting Party fails to pay the amounts due within the agreed time frame, the Contracting Party shall, without any notice of default being required, owe statutory interest on the outstanding amount. If payment is still not made even after a demand for payment, the Contracting Party shall also be liable for the extrajudicial and judicial costs that OneXillium incurs in collecting the claim.
ARTICLE 10 SERVICE
a. WoodWing Xtendis will perform the agreed-upon service (or have it performed) in accordance with the following terms and conditions:
b. WoodWing Xtendis will use its best efforts to perform maintenance on the service with due care.
c. Maintenance includes the repair of Defects, the provision of new Releases of the Software, and support for the use of the Software.
d. The Contracting Party, and more specifically its Coordinator, shall always report any Defects to the WoodWing Xtendis help desk as quickly and in as much detail as possible, either by email (support@WoodWing.nl) or by phone at 010-2010430, or any other email address or phone number as communicated to the Contracting Party by WoodWing.
e. Once a Defect has been reported, WoodWing Xtendis will begin repair work as soon as possible, based on OneXillium’s professional judgment and in close consultation with the Contracting Party.
f. Repair work that cannot reasonably be performed anywhere other than at the Contractor’s premises will be carried out at the Contractor’s premises. In that case, OneXillium will bill the Contractor for travel and lodging expenses.
g. For maintenance and repair work that must be performed outside of Business Days and Business Hours at the Client’s request, OneXillium will charge additional fees.
h. If Defects are not caused by the Software, OneXillium is entitled, subject to the Contracting Party’s approval, to invoice the Contracting Party for the work performed at the prices and rates in effect at that time.
i. WoodWing Xtendis will notify the Contracting Party in advance if a new release or version of the Software is made available. The Contracting Party may then indicate whether it wishes to use this new release or version. OneXillium will bill the Contracting Party separately for any administrative, shipping, and implementation costs associated with a new release or version, based on actual costs incurred.
j. If WoodWing Xtendis discontinues support for a previous Version or Release, it shall notify the Contracting Party of this in writing well in advance.
k. The Contracting Party may submit requests for modifications to the Software. With regard to the possible implementation of such requests in a subsequent Release or Version, the Parties shall reach a decision through mutual consultation.
l. Support for WoodWing Xtendis includes: telephone assistance from the Coordinator(s) regarding the use of the Software. Support may also be provided remotely. For this purpose, a site-to-site VPN connection will be used in accordance with industry-standard protocols. Both Parties are responsible for providing their own equipment to enable this connection.
m. WoodWing Xtendis will record each report along with its corresponding priority and status. The parties will determine the priority of a report by mutual agreement. WoodWing Xtendis will monitor the progress of the action items resulting from the reports.
ARTICLE 11 COORDINATORS
a. The Contracting Party shall designate one Coordinator to handle communication with WoodWing Xtendis regarding the performance of maintenance. In addition, the Contracting Party shall designate a deputy Coordinator. To ensure optimal cooperation between the Parties and a clear understanding of the technical matters involved, the Coordinators shall complete the agreed-upon training courses. Additional training will be billed separately.
b. Given the impact of actual changes, the Coordinator may only make changes to the Software after consulting with and obtaining approval from WoodWing Xtendis.
c. The Coordinators are responsible for providing internal support to the Software Users in
ARTICLE 12 COOPERATION BY THE CONTRACTOR
a. The Contracting Party shall at all times provide WoodWing Xtendis in a timely manner with all data or information necessary and relevant for the proper performance of the Agreement and shall cooperate fully; WoodWing shall have the same obligation toward
b. If the Contracting Party provides WoodWing Xtendis with data or files for the purposes of the agreed-upon work, such data or files shall be provided in copy form. The original data or original files shall remain in the Contracting Party’s possession at all times, and the Contracting Party shall remain responsible and liable in this regard.
c. If the information necessary for the performance of the Agreement is not provided to WoodWing Xtendis, or is not provided in a timely manner or in accordance with the agreements, or if the Contracting Party otherwise fails to fulfill its obligations, WoodWing Xtendis may be compelled to suspend the performance of the Agreement
ARTICLE 13 THIRD PARTIES
a. OneXillium is permitted to engage third parties in the performance of its work.
b. OneXillium is permitted to replace employees involved in the performance of an assignment.
ARTICLE 14 DELIVERY TIMES
The deadlines specified by OneXillium are indicative and have been determined to the best of OneXillium’s knowledge based on the information available to OneXillium at the time the Agreement was entered into. If there is a risk that any deadline will be exceeded, the Contracting Party and OneXillium will consult as soon as possible to reach a mutually satisfactory solution.
ARTICLE 15 CONFIDENTIALITY
a. Each Party warrants that all information received from the other Party before and after the execution of the Agreement will be treated as confidential, including the contents of the Agreement, unless disclosure is required by law.
b. In the event of a breach of this provision, the breaching Party shall owe the other Parties an immediately payable penalty of €5,000, without prejudice to the latter Party’s claims for damages.
ARTICLE 16 INTELLECTUAL PROPERTY RIGHTS
a. All intellectual and industrial property rights to the Software, data files, equipment, or other materials—such as analyses, designs, (user) documentation, reports, and quotations—developed or made available under the Agreement, as well as any preparatory materials related thereto, are vested exclusively in OneXillium, its licensors, or its suppliers.
b. The Contracting Party is not permitted to remove or alter any notices regarding intellectual and industrial property rights from the Software or other materials, including notices regarding the confidential nature and confidentiality of the Software.
ARTICLE 17 PRIVACY / PROTECTION OF PERSONAL DATA
a. The parties shall comply with all legal obligations applicable to them regarding privacy and personal data.
b. The Contracting Party and OneXillium shall ensure that personal data is protected in a manner that is appropriate to the state of the art.
ARTICLE 18 LIMITED LIABILITY
a. The liability of OneXillium and its personnel, including liability for damages caused by persons working on behalf of OneXillium, is limited to damages resulting from death, personal injury, or property damage to the Contracting Party’s facilities and property, and of third parties, arising during the performance of, and in connection with, the work to be performed pursuant to the Purchase and Maintenance Agreement, and caused by the fault of persons whom OneXillium engages in the performance of such work, up to the amount of the Contract Value, or in any event limited to an amount of €100,000. All further liability, including, among other things, liability for compensation for indirect, material, or immaterial damage, or consequential damage, is excluded, regardless of the manner, foreseeability with respect to the location, or the extent of the damage. The Contracting Party shall indemnify OneXillium against all third-party claims in this regard, including claims arising from the Contracting Party’s failure to fulfill, or insufficient fulfillment of, its obligations toward third parties, such as, but not limited to, (government) regulations.
b. If the above provision cannot be invoked at any time, the liability to be determined in such a case shall also be limited to the amount paid by the insurer in respect of each occurrence.
ARTICLE 19 FORCE MAJEURE
Neither party shall be required to fulfill its obligations under this agreement in the event of force majeure as defined in Article 6:75 of the Civil Code.
ARTICLE 20 TERMINATION OF THE AGREEMENT
a. This agreement may be terminated early by either party in writing by registered letter, subject to a notice period of at least three.
b. In the cases described below and to the extent permitted below, each party has the right to terminate the agreement in whole or in part with immediate effect, without further notice of default or judicial intervention:
- if the other party invokes force majeure and the period of force majeure has lasted longer than three (3) months, or as soon as it is established that it will last longer than three (3) months;
- if the other party has filed for a stay of payments, or if the other party has been declared bankrupt.
c. Furthermore, either party has the right to terminate the agreement, in whole or in part, with immediate effect and without judicial intervention if the other party fails to fulfill any obligation under this agreement within a reasonable and equitable period of time, and such failure-such failure is of such a serious nature that upholding the agreement cannot reasonably be expected of the party, and the defaulting party, after having been given notice of default by registered letter, continues to fail to fulfill this obligation.
d. If either party terminates the agreement for any reason, the obligations arising from the agreement between the Contracting Party and OneXillium—which agreement has been signed by both the Contracting Party and OneXillium—shall be honored.
ARTICLE 21 ANNEXES
In the event of any conflict between the provisions of an Annex and this Agreement, the provisions of this Agreement shall prevail.
ARTICLE 22 CONVERSION AND INTERPRETATION
a. The invalidity, nullity, or unenforceability of any provision of these General Terms and Conditions shall not affect the validity of the remaining provisions. In the event that one or more provisions are found to be void, nullified, or unenforceable, OneXillium and the Contracting Party shall agree on substitute provisions that are valid and that most closely approximate the content and intent of the provision(s) found to be void, nullified, or unenforceable.
b. The titles and sections in the General Terms and Conditions are provided solely for convenience and do not affect the content or meaning of the provisions in the General Terms and Conditions.
ARTICLE 23 GOVERNING LAW AND CHOICE OF FORUM
a. All relationships and obligations between OneXillium and the Contracting Party, including any service agreement between OneXillium and the Contracting Party, shall be governed exclusively by Dutch law.
b. Disputes shall be submitted exclusively to the competent court in Amsterdam, without prejudice to OneXillium’s right to submit a dispute to a court that would have jurisdiction in the absence of this provision.
ARTICLE 24 OTHER PROVISIONS
a. The Parties may not transfer any rights or obligations under the Agreement to a third party without the prior written consent of the other Party.
b. Provisions regarding intellectual property, liability, force majeure, confidentiality, payment, and dispute resolution shall remain in effect even after the termination of the Agreement.
c. The invalidity or nullity of one or more provisions of the Agreement shall not affect the validity of the remaining provisions.
d. Any deviations from and/or additions to this Agreement are valid only if they have been expressly agreed to in writing by authorized representatives of the Contracting Party and OneXillium.
e. To the extent that the Parties are faced with issues not covered by the Agreement, they shall discuss such issues in good faith and endeavor to reach a mutually acceptable solution.,-