1. Definitions
BoekSolutions: the supplier of software, digital products and services.
Customer: the natural person or legal entity entering into an agreement with BoekSolutions.
Software: the applications, tools, scripts, plug-ins and accompanying documentation developed by BoekSolutions, including the Sheet Set Editor.
Agreement: any arrangement between BoekSolutions and the customer regarding the delivery of software, services, licences, support or custom work.
EULA: the end-user licence agreement applicable to the use of the software.
2. Applicability
These general terms and conditions apply to all quotations, offers, agreements, deliveries, licences, work and services of BoekSolutions.
Deviations from these conditions only apply when expressly confirmed in writing by BoekSolutions.
In addition, the accompanying EULA applies to the use of software. In the event of any conflict between these general terms and conditions and the EULA, the EULA shall prevail insofar as it specifically concerns the use of the software.
3. Offers and quotations
All offers and quotations from BoekSolutions are non-binding, unless expressly stated otherwise.
Quotations are valid for 30 days from the quotation date, unless a different validity period is stated in the quotation.
All prices are quoted in euros and exclude VAT, unless expressly stated otherwise.
BoekSolutions may correct obvious errors or mistakes in quotations, price estimates, documentation or communications.
4. Formation of the agreement
An agreement is formed when the customer accepts an offer or quotation from BoekSolutions, places an order, purchases a licence, or when BoekSolutions begins performance of the work.
When the customer acts on behalf of an organisation, the customer declares being authorised to bind that organisation.
5. Delivery and performance
Software is delivered digitally, for example via download, licence code, installation file or access to an online environment.
Delivery times and performance dates are indicative and do not constitute fatal deadlines, unless expressly agreed otherwise in writing.
BoekSolutions will endeavour to perform the agreement carefully, but does not guarantee that software or services are completely error-free, uninterrupted or suitable for every specific purpose of the customer.
Beta, test and trial versions are delivered "as is" without any guarantee of continuity, availability, error-free operation or further development.
6. Customer obligations
The customer ensures that all data, systems, access and information required for the performance of the agreement are provided to BoekSolutions in a timely, accurate and complete manner.
The customer is responsible for making backups of their own files, data, drawings, configurations and systems before software is installed, used or updated.
The customer is solely responsible for verifying the outcomes, calculations, exports, imports, drawings or other results generated using the software.
7. Payment
Payment for software licences takes place prior to delivery, download, activation or making the software available, unless otherwise agreed in writing.
Upon receipt of payment, the software, licence code, download link or activation is made available to the customer.
BoekSolutions is not obliged to deliver software, licences, updates, support or services as long as the payment due has not been received in full.
For custom work, support, subscriptions or business assignments, BoekSolutions may offer payment by invoice. In that case, the invoice must be paid within 14 days of the invoice date, unless otherwise agreed in writing.
In the event of late payment by invoice, BoekSolutions may suspend delivery of software, licences, updates, support or other services until full payment has been made.
8. Licences and right of use
The customer acquires solely a right of use to the software as described in the applicable EULA, quotation or agreement.
The right of use is non-exclusive, non-transferable and limited to the agreed licence form, for example per user, per workstation or per organisation.
The customer is not permitted to sell, rent, sublicense, distribute, reverse engineer, decompile or otherwise use the software beyond the agreed licence limits.
9. Updates, maintenance and support
BoekSolutions may make updates, improvements or new versions of software available.
Updates, maintenance and support are only provided if this is part of the purchased licence, a subscription or a separate written agreement.
BoekSolutions is not obliged to provide support for obsolete versions, modified installations, unsupported systems or software used outside BoekSolutions' instructions.
10. Intellectual property
All intellectual property rights to the software, source code, documentation, designs, trade names, logos, methods, scripts, files and other materials remain the property of BoekSolutions or its licensors.
The customer acquires no ownership rights, but solely a limited right of use.
Without prior written permission from BoekSolutions, the customer may not copy, disclose, modify or provide to third parties any software, documentation or other materials of BoekSolutions, except to the extent necessary for permitted internal use.
11. Custom work
When BoekSolutions develops custom work, the intellectual property rights thereto remain with BoekSolutions, unless otherwise agreed in writing.
BoekSolutions may also use general knowledge, ideas, techniques, features and solutions arising during custom work for other customers or its own products, provided that no confidential customer information is shared in doing so.
12. Liability
BoekSolutions is not liable for indirect damage, consequential damage, lost profits, missed savings, business stagnation, reputational damage, loss of data, loss of files, damage due to incorrect input or damage resulting from the use of software outcomes.
To the extent that BoekSolutions is liable for direct damage, this liability is limited to a maximum of the invoice amount paid by the customer to BoekSolutions in the last three months prior to the damage-causing event.
If the agreement has a longer term or is invoiced periodically, liability shall at all times be limited to the amount directly relating to the part from which the damage arose.
The liability limitations do not apply to damage resulting from intent or deliberate recklessness on the part of BoekSolutions.
13. Force majeure
BoekSolutions is not obliged to perform any obligation when prevented from doing so by force majeure.
Force majeure includes, but is not limited to: disruptions in internet connections, hosting, cloud services, third-party software, power failures, cyberattacks, illness, government measures, supplier problems or other circumstances over which BoekSolutions reasonably has no influence.
14. Confidentiality
The parties shall treat confidential information received from each other in the context of the agreement as confidential.
Information is in any case deemed confidential when designated as such or when the nature of the information indicates that it is confidential.
15. Privacy and data
If BoekSolutions processes personal data, this is done in accordance with applicable privacy legislation.
When processing of personal data on behalf of the customer is necessary for the performance of the agreement, the parties may enter into a separate data processing agreement for this purpose.
The customer remains responsible for the accuracy, lawfulness and security of the data it provides to BoekSolutions or processes using the software.
16. Termination
BoekSolutions may terminate or suspend the agreement or licence in whole or in part when the customer fails to fulfil its obligations, including non-timely payment or breach of licence terms.
Upon termination of the right of use, the customer must cease use of the software and remove the software from its systems, unless otherwise agreed in writing.
Termination does not entitle to refund of amounts already paid, unless otherwise agreed in writing or mandatory law provides otherwise.
17. Amendment of terms
BoekSolutions may amend these general terms and conditions.
For existing agreements, amendments only apply after they have been communicated to the customer. When an amendment is substantially detrimental to the customer, the customer has the right to terminate the agreement as of the date on which the amended terms take effect, unless the amendment is necessary due to legislation or safety reasons.
18. Applicable law and disputes
Dutch law applies to all quotations, agreements, deliveries, licences and services of BoekSolutions.
Disputes are submitted to the competent court in the district where BoekSolutions is established, unless mandatory law designates a different court.