1.1 All offers and agreements to be concluded between SC Group B.V. (hereinafter referred to as: Bconnect Live Chat) and a customer are subject to the provisions of these General Terms and Conditions.
2.1 Bconnect Live Chat: Kabelweg 37 (A4.6) – 1014BA Amsterdam;
2.2 User:
a. Any natural or legal person conducting a communication with a Bconnect Live Chat Agent; and/or
b. the client communicating with users listed under § 2.2 a. through the use of Bconnect Live Chat© software; and/or
c. any natural or legal person performing communication with Bconnect Live Chat © by, for or on behalf of the customer with users mentioned under § 2.2 a.
2.3 Customer: any natural or legal person representing companies and/or who use the services of Bconnect Live Chat and/or has made an offer and/or an agreement with Bconnect Live Chat;
2.4 Bconnect Live Chat©: analysis, support, knowledge base and communication software to, among other things, communicate digitally via a website, analyze and optimize chats, provide support and secure knowledge in;
2.5 Bconnect Live Chat Agents: natural persons employed by Bconnect Live Chat who communicate with Users through Bconnect Live Chat© communication software;
3.1 The user undertakes not tosend messages with a pornographic, politically extremist, fanatical religious and/or with any other content that is not in accordance with the democratic state system or otherwise violate applicable laws and regulations.
3.2 Any use of the additional services of Bconnect Live Chat for any form of communication falling under paragraph § 3.1 is considered as unsolicited communication (spam) and is prohibited. The user Takes note that regardless of the technical form chosen, the recipient of spam may have an injunction claim for violation of competition rules and/or a claim for damages against the user accrue.
3.3 During any communication with the Users on behalf of the Customers, the Bconnect Live Chat Agents carry out a qualitative communication in accordance with the conditions defined by the Customer to regarding thecommunication.
4.1 The User is responsible for the content exchanged via Bconnect Live Chat©, pursuant to laws and regulations and under these General Terms and Conditions. If Bconnect Live Chat, due to violation of the law and/or in connection with acts or conduct that are labeled as not permitted in these Terms of Use, the user will hold Bconnect Live Chat on first demand formsuch claims in full.
5.1 Bconnect Live Chat is further entitled in case of violation by the User of § 3 of these General Terms and Conditions to claim full compensation by the User, as well as:
a. Alert all Bconnect Live Chat© users and advertisers in appropriate form to the non-permitted (method of) communication used by the user;
b. notify the user’s Internet service provider of the user’s behavior in violation of § 2 of these Terms of Use and move to block the Internet access and/or web hosting accounts of the user;
c. temporarily or permanently deny the user access to Bconnect Live Chat services.
6.1 By agreeing to these Terms of Use, the user agrees to the retention of any personal data to be provided by him as well as content, usage, traffic and connection details. Bconnect Live Chat is entitled, if the law permits and reserves the right to use that personal data of the user in case of use of additional services of Bconnect Live Chat by the user who does not comply with the conditions set forth in these terms of use, for the purpose of taking steps to have that unauthorized use cease, including through prosecution, to relevant third parties. Under no circumstances will a user’s data be passed on to third parties by Bconnect Live Chat for advertising purposes.
6.2 In the performance of the agreement between the parties it may be necessary for Bconnect Live Chat to process personal data belonging to Customer (and/or employees and/or clients of Customer). Customer gives Bconnect Live Chat permission to process personal data and provide it to third parties when necessary for the performance of the Engagement.
6.3 Bconnect Live Chat shall take appropriate, technical and organizational measures to protect personal data of Customer (and/or employees and/or clients of Customer) against loss or unlawful processing. BconnectLive Chat shall, when engaging third parties, ensure that the third parties engaged comply with the obligations of this Article (Article 6).
6.4 As a processor, Bconnect Live Chat shall enable Customer to comply with its data breach notification obligation. Bconnect Live Chat informs Customer without delay (no later than 2 business days) after observation of a personal data security breach and Bconnect Live Chat Customer shall cooperate fully in investigating and remedying the identified breach and its consequences. If and to the extent that the Customer has reason to suspect that a data breach has occurred at Bconnect Live Chat, then the Customer has the obligation to immediately report this suspected data breach to Bconnect Live Chat.
7.1 The customer shall pay the start-up fee to Bconnect Live Chat within 30 days of the invoice date of the relevant invoice. Bconnect Live Chat will proceed to customize the Bconnect Live Chat services.
7.2 All other costs (service fee and the cost of chats conducted) resulting from an offer and/or an agreement concluded with Bconnect Live Chat and/or from any provision of these General Terms and Conditions, shall bepaid to Bconnect Live Chat by the customer within 30 days of the invoice date of the relevant invoice.
7.3 The customer authorizes Bconnect Live Chat to collect all receivables from the bank account specified by the customer.
7.4 If the Customer has objections to the invoice received, the Customer must notify Bconnect Live Chat in writing of the objections within 7 days of the date of the invoice, failing which the accuracy of the invoice is fixed. If the customer has made her objections known to Bconnect Live Chat in a timely manner and in writing, the customer may, within 5 business days of the direct debit from her bank account, request a have the collected amount reversed at/by its own bank, failing which the Customer has waived this right.
7.5 The customer is legally in default if his/her payment obligation(s) are not met or not met on time. Then, without further notice of default, the customer shall owe interest of 1.5% per month, with a part of the month is counted as a whole month. The customer shall then also owe extrajudicial costs of 15% of the principal amount with a minimum of € 150,-, without prejudice to Bconnect’s right to claim compensation for damages. Live Chat to recover multiple, actual costs incurred.
7.6 All payments made by the customer to Bconnect Live Chat will first be applied to any owed (extrajudicial) costs, then to the interest and finally to the oldest outstanding invoice.
7.7 The fact that the Customer, for whatever reason, cannot or cannot properly use the services of Bconnect Live Chat for any period of time shall never give the Customer the right to Bconnect Live Chat suspend, discontinue or demand dissolution of all or part of the payments due. Customer shall not be entitled to set off its obligations to Bconnect Live Chat against any claim of its own on any basis whatsoever against Bconnect Live Chat.
7.8 If the Customer on its own initiative removes Bconnect Live Chat’s htlm script from its website, as a result of which Bconnect Live Chat can no longer provide its services, the Customer shall be obliged topay Bconnect Live Chat during the (remaining) term of the agreement a minimum monthly fee of € 250,- or (if the monthly average amount already invoiced by Bconnect Live Chat to the Customer for chats conducted is higher than € 250,-) the already monthly average invoiced amount plus the remaining monthly service fees.
7.9 Bconnect Live Chat may index the agreed prices monthly, semi-annually or annually. If the annual price index according to the service price index (DPI) series commercial services and transport (2015 =100), published by the Central Bureau of Statistics (CBS) exceeds 2%, the DPI will be tracked as an annual index. If indexed on a shorter term (monthly or semi-annually), the DPI will be tracked as such when the total indexation adjusted to annualized exceeds 2%.
8.1 Bconnect Live Chat is entitled to terminate or dissolve an agreement with a customer immediately and without court intervention by means of a notification addressed to the customer if:
a. when entering into an offer and/or an agreement, the customer has provided any incorrect statement or has not informed Bconnect Live Chat of facts and/or circumstances of which the importance to the opinion of Bconnect Live Chat is such that Bconnect Live Chat would not have entered into the offer and/or the agreement or not under the same conditions if Bconnect Live Chat had known the correct state of state of affairs;
b. the customer fails to fulfill one or more obligations arising from an offer and/or agreement or the General Terms and Conditions, or fails to do so on time or in full, whereby the customeris in default by operation of law, i.e. without further summonsor notice of default;
c. the customer applies for suspension of payment (provisional or otherwise), the customer’s bankruptcy is filed for or the customer’s bankruptcy is declared, the customeroffers an amicable or judicial settlement to his/her creditors, or the customer sells, liquidates or shuts down his/her business;
d. the customer decides to liquidate, shut down or sell the legal entity or business, ceases all or part of the business or moves the business to a country other than the Netherlands, or the customer decides to such cessation or relocation;
e. the customer applies for admission to debt restructuring for natural persons, debt restructuring for natural persons is pronounced in respect of the customer, the customer is placed under guardianship,leaves the Netherlands or takes up residence abroad;
f. the customer dies or in case the customer is a general partnership, due to the death of a general partner, the partnership is dissolved;
g. conservatory or executory seizure is made of all or part of the client’s assets, as well as in case of judicial seizure.
8.2 In such a case of termination or dissolution of an offer and/or an agreement, the customer shall be liable for all amounts owed by the customer to Bconnect Live Chat, plus interest and (extrajudicial) costs, as immediately due and payable debts to Bconnect Live Chat, without prejudice to Bconnect Live Chat’s right to full damages, including other resulting from the termination/dissolution emerging costs, damages and interest, including compensation for judicial and extrajudicial costs. The customer is obliged to pay the agreed license fees in full, including for the unexpired terms (months) and is not entitled to any refund of license fees already paid.
8.3 Interim termination or dissolution of an offer and/or an agreement at the request of the customer is only possible if the parties have mutually agreed on the financial consequences of the interim termination or dissolution and this agreement has been recorded in writing.
8.4 Fixed-term contracts shall be renewed for an indefinite period after the expiration of the term. The customer may terminate the agreement and supplements by the end of the current agreement and with observance of a three-month notice period. After the expiration of the first term, the customer may terminate the agreement by the end of the month and subject to a notice period of three months. Termination must be communicated to Bconnect Live Chat in writing.
9.1 If Bconnect Live Chat has reasonable doubt that the customer will not fulfill his/her obligations under the offer and/or the agreement, the customer shall, at the first request of Bconnect Live Chat security. This security shall lapse only after the customer has fulfilled all his/her obligations arising from the offer and/or the agreement.
10.1 If several (legal) persons have jointly entered into an offer and/or an agreement as a customer, each of them shall be jointly and severally liable to Bconnect Live Chat for the fulfillment of the obligations resulting from the offer and/or the agreement and these General Terms and Conditions which are indissoluble therewith.
11.1 The User and Customer shall indemnify Bconnect Live Chat against all claims that may be made by it or any third party against Bconnect Live Chat arising out of or in connection with the holding, possession
or exploitation of products and/or the services of Bconnect Live Chat and which are not eligible for reimbursement by the insurance company to Bconnect Live Chat.
11.2 Should Customer, for whatever reason, be unable to use the services or products of Bconnect Live Chat properly or at all during any period, Customer shall never be entitled to compensation, in any form whatsoever, from Bconnect Live Chat.
12.1 Bconnect Live Chat reserves the right to make changes and modifications to Terms and Conditions at any time by listing the new Terms and Conditions with the monthly billing.
The changes and modifications are binding at the time the Customer continues to use the Bconnect Live Chat service.
13.1 For any disputes arising from this agreement, including refusal of payment or default, the District Court of Amsterdam shall have jurisdiction to hear and decide the dispute.
All changes to these Terms of Use including the clause on the required written form must be agreed upon in writing. If any provision is void or nullified, the other provisions of these Terms of Use shall remain in full force and effect.
