This page of Terms & Condition gives the reader an overall idea of the scope of our Service agreement. Prior to each project a tailored fully ratified legal Terms of Service document will be agreed upon, with getBIZZI or partners.
The definitions and rules of interpretation in this clause 1 shall apply throughout these Terms and Conditions:
1.1 âAgreement(s)â means these Terms and Conditions and any quotation agreed and accepted by the Customer and getBIZZI in accordance with 3.2 below.
1.2 âApplicationâ means the online software of getBIZZI, including all versions and upgrades.
1.3 âApplication Managerâ means the (actual) person who, on behalf of the Customer, is responsible for managing the Application and has administrative rights to configure the Application for the Customerâs users.
1.4 âConnectivityâ means the ability to access the Application.
1.5 âCorrespondenceâ/ âWritingâ means properly signed and dated letters on paper medium only and excludes email and all other electronic communications.
1.6 âCustomerâ means the person, firm or company who purchases or intends to purchase getBIZZI services.
1.7 âEnd userâ means the actual individual who uses the SaaS and is logged in as a user of the Application.
1.8 âgetBIZZIâ means getBIZZI LTD registered under the Dutch Chamber of Commerce (Kamer van Koophandel) in Utrecht, Netherlands, under registration number 30243703.
1.9 âHelpdeskâ means the support services or assistance to the Customer relating to the support services offered by getBIZZI.
1.10 âPersonal Calendarâ means the calendar managed by a calendar user who personally maintains the contacts with the Customerâs clients.
1.11 âISPâ means the Internet Service Provider, which offers services or products on behalf of getBIZZI and provides access to the System.
1.12 âPay-as-you-Goâ means a licence charge based on the number of appointments, bookings or reservations actually made by the Customerâs clients.
1.13 âNon-Business Daysâ means Saturdays, Sundays and national public holidays when banks in the respective European country are closed for business..
1.14 âPartiesâ means getBIZZI and the Customer.
1.15 âResource Calendarâ means the calendar managed by a resource administrator, who manages the resourceâs contacts with the Customerâs clients.
1.16 âSales Agentâ (also known as âDealerâ) means an authorised sales agent of getBIZZI services in a predefined market segment, region or market application.
1.17 âSoftware as a Serviceâ/ âSaaSâ means the hosting of the getBIZZI Application by getBIZZI or its authorised agents as a generic solution or service for more than one Customer. The service is never maintained specifically for one Customer.
1.18 âSystemâ means the interconnected network of telecommunication and computer infrastructure which provides computers, software, applications and data files, with access to the Internet.
1.19 âTerms and Conditionsâ means these general sales, supply and payment conditions.
1.20 âUser Nameâ means the identification code of the individual user.
1.21 âUser Passwordâ means the private key of the Customer, required for access to the Application.
1.22 âUser Subscriptionâ means a licence charge based on the number of calendar users, such charge payable in advance.
1.23 âModuleâ means a bundled group of features which can be purchased additionally to the licence types mentioned under 1.10 and 1.15.
2.1 These Terms and Conditions are applicable to all agreements with getBIZZI, for the purchase of SaaS and support services.
2.2 These Terms and Conditions shall prevail over any inconsistent terms and conditions contained or referred to in the Customerâs purchase order, confirmation of order acceptance of a quotation or specification or any other document supplied by or representation made by the Dealer or Customer or otherwise implied by law, trade custom or practice. Any other terms and agreements are only legally valid if they have been agreed in Writing with getBIZZI.
2.3 Any of the Customerâs own conditions or any other conditions, offers or quotations whatsoever are applicable only inasmuch as they do not conflict with these Terms and Conditions. In case of conflict, these Terms and Conditions will have priority, even where stipulated otherwise.
3. Offers and quotations
3.1 Any verbal offers and quotations or other oral representations made by any of getBIZZIâs employees or by the Sales Agent or the Sales Agentâs employees, whether together with price lists, printed material, brochures or otherwise shall not be binding upon getBIZZI.
3.2 All offers or quotations supplied by getBIZZI or the Sales Agent, in whatever form, shall be valid for 30 days or any other period agreed in writing between the parties, and can be withdrawn at any time provided that once such an offer or quotation has been accepted, getBIZZI can only withdraw such offer or quotation within 48 hours of receipt.
3.3 Unless otherwise stated, getBIZZIâs prices are given in Euroâs and exclusive of local taxes and other possible charges arising from lawful regulation.
3.4 getBIZZI reserves the right to alter its rates. This will be in accordance with any relevant existing legal requirements. getBIZZI will inform the Customer at least a month in advance of any changes to rates, with the understanding that if getBIZZI is aware in advance of any future price increases getBIZZI will inform the Customer of such increase upon confirmation of an order.
4.1 Unless otherwise specified, the price of GB is expressed in euros, excluding VAT and any other fees resulting from legal regulations.
4.2 GB is entitled to raise fees, taking into account any relevant existing legal requirements. GB will notify the Customer at least one month in advance of price changes, provided that previously known price increases are reported upon order confirmation.
5.1 getBIZZI provides licences to access SaaS and all Agreements govern SaaS-related services.
5.2 The Customer can choose from two kinds of licence, namely, Personal Calendar or Resource Calendar; and two kinds of licence fee, namely, User Subscription or No Cure No Fee (or âPay-as-you-Goâ) Appointments.
5.3 Should the Customer wish to change the licence type and/or licence fee at a later date, this can be done by contacting getBIZZI or the Sales Agent. It is not possible to make this change online.
5.4 The User Subscription licence comes into force only when the Customer makes payment through an electronic payment system (such as PayPal). In so doing, the Customer at the same time indicates acceptance of the Terms and Conditions. It is only possible for the Customer to make use of the SaaS after payment.
5.5 The No Cure No Fee Appointments licence comes into force after acceptance of the total transaction fee per appointment made by clients and the Terms and Conditions. Only thereafter is it possible for the Customer to make use of the SaaS. On the first day of the month, the monthly amount to be collected is calculated and the Customer is requested to pay through an electronic payment system.
5.6 Regarding the renewal of the licence: extra users and/or modules can always be purchased via the getBIZZI website and are billed for the remaining period of the licence.
5.7 Both types of SaaS licence as described in 5.2 are entered into for a minimum period of 6 months (âMinimum Termâ). Thereafter they are extended under the same conditions for a period of at least six months (âSuccessive Termâ), unless a cancellation has occurred in accordance with 6.8 below.
5.8 The Customer is subject to a notice period for cancellation of one month to expire no earlier than the end of the Minimum Term or any Successive Term. Cancellation of the Agreement must always be in Writing.
5.9 If the Agreement is terminated before it has expired in accordance with clause 6.7, the Customer is obliged to pay the full fee to getBIZZI for the remainder of the Minimum or Successive Term (as the case may be). The total fee may be reduced at the discretion of getBIZZI due to any savings or benefits for getBIZZI arising from the premature termination.
5.10 Each Agreement with a Customer is entered into by getBIZZI subject to the overriding condition that the Customer appears to be able to pay all fees due hereunder.
5.11 getBIZZI may terminate this Agreement with immediate effect and without notice on the occurrence of any one of the circumstances specified below and upon such termination all sums payable to getBIZZI under this Agreement shall become immediately due in full to getBIZZI, without prejudice to any other rights getBIZZI may have to claim for costs, damages or interest.
(a) proceedings are initiated against the Customer under any applicable insolvency or similar law for the purpose of bankruptcy, winding up or liquidation, the Customer, the Customer calls in receivers or a receiver or trustee in bankruptcy is appointed with respect to the business property or other assets of the Customer, the Customer requests suspension of payment, or seizure of all or part of the Customerâs assets takes place;
(b) the Customer dies or is placed under legal care;
(c) the Customer does not fulfil any of the obligations on him arising from law or this Agreement;
(d) the Customer fails to pay any amount specified in an invoice or part thereof within the appointed time;
(e) the Customer moves to wind up or transfer all or a substantial part of his business, including but not limited to the transfer of his business into a company, whether already existing or to be established.
6. Invoices, payments and reminders
6.1 The Customer shall receive from getBIZZI an invoice report following each payment transaction which shall contain the invoice total and any VAT total.
6.2 getBIZZIâs invoices are prepared on the basis of the previously supplied quotation which the Customer can view prior to completion of the electronic payment.
6.3 The invoice sent by getBIZZI by email applies to a Customer not contracting as a consumer as satisfactory proof of obligation, interest and the date on which the interest calculation begins.
6.4 Complaints relating to invoices must be made in Writing, with a precise statement of the nature and grounds of the complaint. Such complaints will only be considered if they reach getBIZZI within 5 working days following the invoice date. After the expiry of this date complaints shall not be considered, unless the Customer is contracting as a consumer.
6.5 getBIZZI will report back to the Customer in Writing, within 18 working days of receipt of the complaint, of its conclusion as to the validity or otherwise of the complaint.
6.6 Payment in advance and in arrears through the electronic payment system shall be made without discount or set off in the unit of currency in which the price has been quoted; [or in] [this will be in] accordance with any relevant existing legal requirements. Payments shall be made directly to the Sales Agent.
6.7 When the Customer has chosen to pay monthly for a No Cure No Fee licence, and if such payment is overdue, the Customer shall receive a reminder email 7 days after such payment has become due with a request to pay the total amount due within 7 days. Should the Customer not have paid within that time, getBIZZI shall be entitled to suspend the Customerâs use of the Application and collection of the amount owed will be passed to a debt collection agency. getBIZZI shall not be held liable for any loss that the Customer incurs as a result.
6.8 Extension of the duration of the Agreement in respect of a User Subscription licence shall take place automatically. The Customer shall receive an email 28 days in advance which will request settlement in advance for the following period using the electronic payment system. The Customer shall receive a reminder email 7 days before the expiry of the Agreement. Should the Customer not have paid by the day on which the licence Agreement expires, then getBIZZI is authorised to suspend the Customerâs use of the Application. getBIZZI shall not be held liable for any loss that the Customer incurs as a result.
6.9 Extension of the duration of the Agreement of a No Cure No Fee Appointments (licence shall take place automatically. The Customer shall receive an email 28 days in advance which will request him to review the invoice summary of the total transaction fee per appointment made by clients. 7 days before the expiry of the Agreement the Customer shall receive a reminder email. Should the Customer not have reviewed the invoice summary by the day on which the Agreement expires, getBIZZI shall be entitled to unilaterally extend the duration of the Agreement. A detailed invoice is sent on the first day of each month.
6.10 Subject to clause 6.11 below, the Customer shall compensate getBIZZI for all costs and expenses incurred by getBIZZI in respect of the collection of monies owed hereunder by the Customer including costs relating to legal advice and assistance, whether in or out of court.
6.11 Compensation relating to non-court costs is fixed at 20% of the total sum owed, subject to a minimum amount of Euro 150, if the total sum owed is less than Euro 1,500. If the total sum owed amounts to more than Euro 1,500, but less than Euro 3,500, then a percentage of 15% applies. For sums of Euro 3,500 and higher, a percentage of 10% is required. This compensation shall apply whenever legal advice or assistance is obtained by getBIZZI, or where the claim is passed to a collection agency, and shall become immediately due and payable by the Customer without further proof.
6.12 All payments made by the Customer go first of all towards meeting any interest and costs of recovery made by getBIZZI and then successively towards meeting the oldest outstanding invoices.
7. Access to databases
7.1 The parties are, except in the case of any legal obligation to reveal specific data, bound to maintain the confidentiality of information supplied by the other party and of results of a confidential nature obtained from its processing.
7.2 Due to the confidential nature of the relationship between the parties and the manner in which the Customer may make use of the system, it follows that getBIZZI shall only under limited circumstances access or allow a third party to access the user behaviour of the Customer and any confidential data records maintained by getBIZZI hereunder.
7.3 getBIZZI shall, as a responsible holder of the information, only provide a third party with access to the information if:
- the Customer has given consent in Writing, or
- it is necessary as part of an official investigation into criminal activity.
7.4 Any access specified in clause 7.3 will be limited to the provision of specifically relevant information. getBIZZI will in no case freely give control over such access, Connectivity or other confidential information.
7.5 getBIZZI is authorised to access the data records of the Customer, if and so far as this is necessary for the investigation and acceptance of a Helpdesk request, as well as for good management and development of the Application.
8. Use of the Application
8.1 getBIZZI will provide the Customer with access to the SaaS for the duration of this Agreement.
8.2 getBIZZI shall be obliged to provide assistance necessary for network security, security of user access and security of confidential information in general. However, the Customer shall bear full responsibility for prevention of misuse of the combination of user name and password provided. getBIZZI shall not be held liable for the loss, theft or misuse of username and/or password.
8.3 The Customer is always responsible for the actual content (including texts and images) with which he configures the Application.
8.4 getBIZZI is authorised to modify the SaaS system, add functionality and fix bugs from time to time. The Customer permits getBIZZI to alter or replace any part of the SaaS system without prior consent where such alteration or replacement provides a comparable or better version of the existing functionality. getBIZZI may also introduce alterations to the login procedure and user access and username. Costs which the Customer may incur as a result of these alterations shall be at his own expense and shall not be recovered from getBIZZI. getBIZZI will endeavour to fix all bugs in the Application, but cannot guarantee that the Application will ever be completely bug free.
8.5 The Customer is not permitted to use the SaaS system for illegal and criminal behaviour including but not limited to the following:
- the illegal distribution of copyright-protected material;
- the illegal or criminal distribution of private data;
- the distribution of illegal texts and image or audio material;
- the distribution of pornographic texts and image or audio material;
- computer misuse (also known as âhackingâ) through the Internet or otherwise through the system;
- destruction, damage or rendering unusable of systems or automatic processes and software of others.
- the use of the application for criminal, discriminatory, expoitative, degrading or human oppressive acts and services. Examples include booking appointments for prostitution, escort, sex sessions via telephone, web or chat, agreements relating to drug trafficking, scheduling meetings with a criminal character or terrorist intentions and the like.
8.6 The Customer is not permitted to launch or continue running processes which he may or ought reasonably to suspect will hinder other users of the Internet or affect the use by others of the SaaS system.
8.7 Information which the Customer distributes for commercial purposes must comply with all applicable laws and regulations.
9. Limiting and blocking access
9.1 getBIZZI is authorised to limit or block the Customerâs access to the Application if the Customer does not adequately or fully fulfil his contractual obligations. Limiting and blocking of access can take place without warning but shall not affect the Customerâs payment obligations hereunder.
9.2 In the event that getBIZZI, acting reasonably, suspects that a Customer is carrying on any of the activities specified in 8.5 and/or 8.6 above, getBIZZI shall, without liability therefore, be entitled to suspend a Customerâs access to the Application and the Customer shall have no claim for reimbursement of pre-paid fees. Any reasonable suspicion that a Customer is carrying on any of the activities specified in 8.5 or 8.6 shall constitute grounds for getBIZZI to block access to the Application as well as for the immediate termination of this Agreement.
10.1 The getBIZZI SaaS is hosted by the ISP in a professional manner in keeping with industry standards. This includes the physical protection of the centre and blocking of all unauthorized access, 24-hour hardware support, fire protection, power outage and Internet failure protection, a firewall, data security measures, and a daily data backup.
10.2 getBIZZI shall ensure that the SaaS is highly available in accordance with general industry standards. getBIZZI guarantees a 99.5% uptime average per month, outside the exclusions set out in Section 10.3. By âavailabilityâ is meant that the SaaS is accessible from the Internet at the URL provided to the Customer. By âavailabilityâ is not meant the existence of a working point-to-point connection between the systems of the Customer and the SaaS.
10.3 Exceptions to high availability may apply in the following circumstances:
- During system maintenance of the getBIZZI SaaS for upgrades and bug fixes;
- In case of incidents of force majeure (defined in Section 11);
- During service activities or upgrades of the ISP;
- Any problem or malfunction caused by the action of the End User;
- The unavailability of the SAAS at the request of the Customer.
10.4 The Customer has the right to support in using the Application. This support is provided by an online Helpdesk, to which the Customer can submit a question. This question will be answered as well as possible within 24 hours, excluding Non-Business Days. Only the Application Manager can put questions to the online helpdesk. End users must put their questions to the Application Manager. If the Customer purchased the SaaS through a Sales Agent then First Line Support shall be provided by the Sales Agent.
10.5 The Customer shall not obtain any rights to the information supplied by the employees of the online Helpdesk or Sales Agent. As the online Helpdesk depends upon the reliability and accuracy of the information provided by the Customer, the online Helpdesk shall not be liable for any failure caused by inaccurate information provided by the Customer.
10.6 The employees of the online Helpdesk shall be permitted to have access to confidential data records of the Customer, in so far as such access is required for the provision of support.
10.7 A request made by the Customer for service or assistance is regarded as:
- consent by the Customer to the online Helpdesk staff to access his data records;
- an undertaking by the Customer to provide all reasonable assistance to the online Helpdesk staff in the performance of their duties.
11. Force majeure
11.1 getBIZZI shall exercise all due care with regard to ensuring the availability of the Application and shall expend considerable effort in ensuring that access to the Application is without interruption. However, getBIZZI shall not be held liable for any interruption to the availability of the Application as a result of unforeseen circumstances or circumstances outside getBIZZIâs control which shall be at the Customerâs risk.
11.2 Such circumstances noted in 11.1 shall include but not be limited to interruptions in connections to the Internet, interruptions to the applicable telephone network, interruptions to electricity supply and other interruptions outside the control of getBIZZI. Interruptions to the availability of the SaaS system as a result of reasonably required maintenance shall also be deemed as circumstances falling within 11.1 above.
11.3 The consequences of shortcoming in the performance of getBIZZI towards third parties, which were caused by the Customer or as a result of his behaviour, are always to be considered as at the Customerâs risk.
12. Exclusion of Warranties
11.1 The SAAS will be offered in its current state ("as is") and GB and its licensors give the Customer no warranty with respect to the SAAS.
12.2 GB and its licensors give customers no guarantee that: a) the use of the SAAS will meet your requirements, b) the use of the SAAS will be uninterrupted, timely, secure or free from errors at all times, c) all information acquired by the Customer as a result of the use of the SAAS will be accurate or reliable, and d) that defects in the operation or functionality of any Software provided to Customer as part of the SAAS provider, will be restored.
13.1 getBIZZI shall not be held liable for the way in which, or the purpose for which, the Customer or any third party using the username and password of a Customer, makes use of access to the Application and the Customer shall indemnify getBIZZI for any claims, expenses or costs including legal expenses which getBIZZI suffers or incurs as a result.
13.2 The Customer is aware of the risks which digital or electromagnetic storage and transfer of data carry with them with regard to integrity and security of data.
13.3 getBIZZI shall not be held liable for:
- loss or corruption of the data stored or transferred by means of the System;
- corruption, loss or disclosure of confidential and valuable information;
- situations in which security may have reasonably been considered to be satisfactory at the time of implementation, or in which getBIZZI could not reasonably have been expected to implement the requested security.
13.4 If, in the performance of this Agreement, getBIZZI is directly responsible for any loss or damage to the Customerâs business], getBIZZI shall compensate the Customer to a maximum amount per event equal to the sum owed by the Customer in the invoice immediately preceding the event.
13.5 Liability for direct damage, caused by and attributable to getBIZZI, shall be limited to Euro 200,000 per event. In no circumstances shall getBIZZI be liable for consequential loss or other indirect damage, including loss of use, loss of profits and any special or pure economic loss, costs, damages, charges or expenses.
13.6 If as a result of an event relating to clause 13.2, more than one claim arises and the combined claims exceed the appointed maximum per event, the claims will be met proportionately.
13.7 Loss as described in clause 13.4, incurred by a Customer contracting as a consumer, must be reported in Writing to getBIZZI forthwith, but in any event no later than 15 days after such loss arises.
13.8 Loss which is not brought to the attention of getBIZZI within the period specified in 13.7 above will not be considered for reimbursement, unless the Customer shows plausibly that he could not have reported the loss earlier.
13.9 Clauses 13.3 â 13.6 concerning the liability of getBIZZI are not applicable insofar as the loss is caused by the gross or wilful negligence of getBIZZI.
14. Copyright/intellectual property/exclusivity
14.1 The Customer shall not modify, reproduce (other than as necessary for intended use), lend out, or otherwise provide to a third party the Application or any part thereof, except insofar as this is necessary for the use expressly permitted in the contract.
14.2 In copying or otherwise reproducing the Application, the Customer is never permitted to alter or remove notices in the Application or software, script or programs relating to the Application concerning the creator of such software or the confidential nature of the Application, software, script or programs or any other references to getBIZZI.
15. Usage Rights
15.1 The services, programs and written information made available by getBIZZI are provided to the Customer on the basis of a licence.
15.2 This licence is a non-exclusive and non-transferable licence exclusively for the agreed use of the named services within the Customerâs own organisation. This Agreement does not cover any other usage.
15.3 getBIZZI retains the right to sell or publish the work or service elsewhere.
All rights of the Customer to make a claim against getBIZZI pursuant to this Agreement shall (save as otherwise provided by law), expire one year from the date on which the cause of action arose.
17. Governing Law and Jurisdiction
17.1 These Terms and Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Netherlands under applicable European legislation.
17.2 The Parties irrevocably agree that the courts of the Netherlands or any court chosen by getBIZZI LTD shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
18. Validity of stipulations
If any provision or part of a provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
19. Final stipulations
19.1 This Agreement constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
19.2 The Customer hereby permits getBIZZI to use of the name of the Customer in press releases or product brochures to state that the Customer is a Customer of getBIZZI.
19.3 getBIZZI has the right to alter these Terms and Conditions. Alterations apply even to existing agreements provided that any alterations shall be made known in a timely and appropriate manner. Such alterations shall come into effect at least 30 days after the notification as stated in the notification.