General Terms and Conditions

By means of Software-as-a-Service (SaaS), we, Microspace B.V., offer you the following Software "Microspace" (the Software). This means that we offer you access to the Software we have developed, via the internet. These are the general terms and conditions that are always applicable to the use of our Software.

If you have any questions regarding these terms and conditions or the Software, you can contact us by sending an email to team@microspace.co.

Our address is Bitterkruid 26, 3824 ND Amersfoort. We are registered with the Chamber of Commerce (Kamer van Koophandel) under number: 70678251.

We have the right to change these general terms and conditions at all times. The latest version of these terms and conditions will always apply. Arrangements that deviate from these terms and conditions will only be applicable if they have been agreed on by us in writing.

Definitions


Customer: The natural or legal person with whom Microspace B.V. enters into an agreement to supply the Software.

Site: The site that is managed by Customer through the Software.

Software: Online microsite content management and collaboration system, offered at microspace.co.

Agreement: The agreement between Microspace B.V. and the Customer to which these General Terms and Conditions apply and under which Microspace B.V. provides the Customer with the Software, which the Customer has selected on the website http://www.microspace.co or otherwise agreed with Microspace B.V..

Microspace: Microspace B.V., established in Amersfoort, Bitterkruid 26, 3824ND known under the trade name Microspace.

1.      General

1.1 The Software is designed to offer companies an online system to create personalized microsites. By entering your e-mail address, company name and password and checking the item "I agree to the terms and conditions" you agree to the terms and conditions and privacy policy of Microspace.
1.2 These Terms and Conditions apply to the delivery of all Software by Microspace to Customer. Upon signup and registration, the terms and conditions as described herein shall apply.

2.      Access and Signup

2.1.    Customer must be 18 years of age or older.

2.2.    The Software may only be used by Customer personally, or by a designated responsible person. You are not allowed to enable others, excluding the appointed responsible person, to use the Software. You are not permitted to transfer or assign the Agreement to any other person or entity.

2.3.    Designated Responsible Persons are: the Clients, Administrators and Employees of Customer who are granted access to the Software via the Software invitation procedure by means of their own username and password.

2.4.    When the conditions of the Agreement are met, each Client will have a username and password. These are strictly private and confidential, and may not be shared with others, excluding the appointed responsible persons. Under no circumstances can Microspace be held liable for the loss of a username and/or password by a Customer or appointed responsible person.

2.5.    Customer may grant access to their clients and relations with various security protection levels as configured in the Software up to a maximum as described in the purchased subscription plan.

2.6.    Microspace reserves the right to change the login requirements of the Software without prior notice.

2.7.    In order to use our Software, Customer must have a proper internet connection. You are responsible the technical functioning and maintenance of your internet connection, internal netword and all other IT-systems if so required according to our system requirements.

2.8.    Microspace has the right to block accounts. We only do this in case we have reasonable belief that one or more accounts are used in a matter that is against the law or contrary to a provision of these terms. Furthermore, we have the right to take any other measures we deem adequate, taking into account the circumstances at hand.

3.      Availability and maintenance of the Software

3.1.    Microspace shall ensure that the Software will be kept available for use for the entire duration of this agreement. We shall do our best to keep the Software up and running 24 hours a day, 7 days a week. We are responsible for the availability and maintenance of the Software.

3.2.    During maintenance, the Software can be unavailable. Microspace will notify you of such a maintenance at least 2 working days in advance. Only in case of emergencies, we will not send you a notification.

3.3.    Microspace has the right to change the Software. This includes, but is not limited to, changing, removing or adding certain features or functionalities of the Software.

3.4.    Microspace does not guarantee that our Software is completely free of error. Please inform us immediately of any errors, bugs or malfunctioning of the Software. You can reach out to us by sending an email to support@microspace.co. We will then do our utmost to resolve your problem as soon as possible.    

4.      Rules of Conduct

4.1.    Customer shall not use or cause to be used Microspace in any way for unlawful acts, the commission of criminal offences and/or for acts contrary to generally accepted standards and values. This includes the following acts: the perpetration of infringement of intellectual property rights of third parties (including, but not limited to: copyrights, trademarks, rights under the European Directive 96/9 on the legal protection of databases, patent rights, design rights); theft; the unlawful and/or criminal distribution of secret or confidential information; the unlawful or criminal distribution of texts and/or images and sound material, including racist statements, child pornography, criminal data traffic, offensive statements and so-called "mail bombs”; computer hacking through microspace.co or the internet;, destroying, damaging or rendering unusable systems or automated works and software of others; spreading viruses or otherwise intentionally disrupting communications or data storage; gaining access by means of false keys, false codes and/or false capacities.

4.2.    The Microspace privacy policy as accessible on www.microspace.co is an integral part of the Software. By signing up, Customer agrees to and shall comply with this policy.

4.3.    Customer agrees that Customer is personally responsible for interactions with Customer's Clients, Relations and Employees.

5.      Privacy and Confidentiality

5.1.    Customer agrees to enter (personal) information including, but not limited to, phone numbers, account numbers, sales data, street addresses, last names, URLs, email addresses or other (personally identifiable) information of Customer itself or of Customer's Employees and Clients into the Software in input fields. This information will be stored online by Microspace. The information that Customer enters into the Software will be used by Microspace only for administrative and statistical purposes.

5.2.    Content shared by Customer with Clients and Employees of Customer will be treated confidentially by Microspace.

5.3.    Information entered into the Software by Customer including, but not limited to, phone numbers, street addresses, last names, URLs, email addresses or other (personally identifiable) information of Customer itself or of Employees and Clients of Customer and data regarding the administration of Clients and Employees of Customer will never be provided by Microspace to third parties without the consent of Customer.

5.4.    Microspace uses the Software of third parties in the implementation of its Software, and in some cases these third parties have access to data only to the extent necessary for the performance of their duties. They may not use this data for any other purpose.

5.5.    Microspace occasionally sends a newsletter to its Customers sharing interesting news, as well as new Software offered by Microspace. Customer may unsubscribe from this newsletter if Customer does not appreciate the newsletter. For questions and/or unsubscription, please contact our team at support@microspace.co .

5.6.    For questions and/or comments regarding the processing and handling of data by Microspace, Customer can contact our team at support@microspace.co.

6.      Third parties

Microspace has the right to employ third parties to partially perform our duties, if we are of the opinion that this is necessary for the due exercise of the SaaS Agreement. Articles 7:404 of the Dutch Civil Code (uitvoering door bepaalde persoon), 7:407 section 2 DCC (hoofdelijke aansprakelijkheid) and 7:409 DCC (overlijden van bepaalde persoon) are not applicable.

7.      Force Majeure

Microspace is not liable for any damages in case of force majeure. If the force majeure takes place for a period that exceeds two months, this agreement can be terminated in writing. In that case, parties have no right to recover damages. We will then send you an invoice regarding the period in which you have used our Software.

8.      Intellectual Property

1.1.   Microspace (or our licensor or suppliers) is the exclusive owner of all existing and future intellectual property, such as copyrights, trademarks, design rights, patents, source codes and know-how, which rest on our Software or are the fruits of the use of our Software.

1.2.   As a user, you only gain the right to use our Software within the scope and duration of subscription with Microspace. Customer cannot claim any of the in subsection 1 mentioned intellectual property. This is not an exclusive right, which means that we can grant others similar rights of use. Furthermore, it is expressly forbidden to transfer or license this right to any third party.

9.      Liability

9.1.    Microspace does not guarantee that the Software is completely free of error or that the service is interrupted due to errors. Microspace accepts no liability for direct and / or indirect damage of the Customer.

9.2.    Customer indemnifies us for all claims by third parties relating to the data that you have collected, saved or, processed by means of our Software. We are not liable for the content of the data that you have collected, saved or processed within the framework of our Software.

9.3.    Microspace is not liable for any damage which is caused by inadequate use of the Software or if caused by third parties.

9.4.    Microspace will make every effort to ensure that your data will be stored safely and to ensure the security of the software. Microspace is not liable for any damages of the Customer or third parties which result from insufficient security.

9.5.    The limitations set out in this article do not apply if damage is the result of an intentional act or gross negligence from our side. In any case, liability is limited to direct damage to property and injury to persons and up to an amount equal to the amount received by Microspace for the delivered Software, with a maximum of  two thousand euros.

10.   Fees and Payment

10.1.  All prices are exclusive of VAT and do not include any taxes or levies imposed by relevant authorities.

10.2.  The monthly or annual amount to be paid for the use of the Software is determined on the basis of the Agreement selected by the Customer on the website www.microspace.co, or on the basis of an agreed quotation.

10.3.  When paying by direct charge, the amounts are always charged one month in advance, regardless of the applicable payment term.

10.4.  If Customer authorizes Microspace to pay by direct charge, Customer shall ensure sufficient balance in the account specified at registration.

10.5.  Microspace will send Customer a Monthly or Yearly invoice. The invoice must be paid in full within 14 days after the invoice date.

10.6.  Microspace reserves the right to adjust the pricing of the Software at any given time. In this case Microspace shall announce the new pricing at least 1 month via e-mail.

11.   Late Payment and Collection Charges

11.1.  If a payment is due, and Customer has failed to meet the payment obligation, Customer will automatically be in default.

11.2.  From the date the Customer is in default, Microspace may charge a one-time administration fee of € 5,-.

11.3.  In addition, Microspace may charge collection costs of 15% of the outstanding amount, with a minimum of € 40,-. We may also charge the statutory (commercial) interest over the amount due. The interest is calculated from the moment that the payment becomes due, until the moment that the amount has been paid in full.

11.4.  All judicial and extrajudicial collection costs, including the costs of lawyers and collection agencies, arising from overdue payments by Customer shall be assumed by Customer.

11.5.  If the payment of two (2) invoices are in arrears, then Customer's account will be temporarily closed. Customer will receive instructions by email on how to pay the invoices and when Customer's account will be reactivated.  

12.      Duration and termination of Agreement

12.1.     The Agreement lasts at least 1 month before the end of the contract and is silently renewed for the same period as the agreed period before.

12.2.    The notice period is at least 1 calendar month and can be requested via the Software or must be done in writing via e-mail to support@microspace.co . Other means of termination will not be accepted.

12.3.    Microspace has the right to terminate the agreement with immediate effect without further notice or judicial intervention if the Customer does not comply with one or more obligations towards Microspace or if Customer violates the law. We may also block access to the Software temporarily or permanently. Upon termination of the Agreement the Customer is obliged to pay the costs for the remaining minimum period of the Agreement.

12.4.    All data of Customer may be deleted 3 months after the termination of Customer's account.

13.      Final provisions

13.1.    In the event that Microspace is acquired, merges or otherwise develops into another legal entity, all rights and obligations that exist between Customer and Microspace will pass to this other legal entity.

13.2.    These terms and conditions are governed by Dutch law. Disputes between Microspace and the Customer will be submitted to the competent court in Amsterdam.