Legal terms for using Gameye's services and products.
These general terms and conditions ("General Terms and Conditions") apply to all legal relationships between Gameye B.V. ("Contractor") and principal and user ("Customer"), where they relate to products and services offered by Contractor as set out in the agreement.
1.1 These General Terms and Conditions apply to all offers, agreements and legal relationships between Contractor and Customer, unless explicitly agreed otherwise in writing.
1.2 If one or more provisions of these General Terms and Conditions are invalid or unenforceable, the remaining provisions will remain fully in force.
1.3 Deviations from these General Terms and Conditions are only valid if explicitly agreed between Parties in writing.
1.4 In the event of conflict between the agreement and these General Terms and Conditions, the agreement prevails.
2.1 All prices are exclusive of VAT and other government levies, unless stated otherwise.
2.2 Invoices must be paid within fourteen (14) days after invoice date, unless agreed otherwise in writing. Customer is not entitled to suspension or setoff.
2.3 If Customer fails to pay on time, Customer is in default by operation of law and owes statutory commercial interest and extrajudicial collection costs.
2.4 Contractor will not issue an invoice if the invoice amount is less than EUR 250, excluding VAT. Contractor may carry this amount over to a subsequent invoice.
2.5 If Customer is in default of payment, Contractor may suspend its obligations until all due amounts have been paid in full.
2.6 Contractor may adjust prices annually based on the CBS index for "Dienstverlening computerprogrammering".
3.1 The agreement enters into force on the date specified in the agreement.
3.2 A fixed-term agreement cannot be terminated prematurely, except in case of force majeure.
3.3 If an agreement with an end date is not terminated in time where notice is required, and the Parties continue performance, the agreement converts into an agreement for an indefinite period.
3.4 An agreement for an indefinite period can be terminated with due observance of the notice period agreed in the agreement, or otherwise with a notice period of three (3) months.
3.5 Upon expiry or termination of the agreement, Customer is no longer entitled to use rights granted under the agreement.
3.6 Contractor may terminate the agreement in whole or in part, or suspend performance with immediate effect, if Customer is declared bankrupt, applies for suspension of payments, is dissolved or liquidated, or if debt restructuring or seizure materially affects Customer's ability to perform.
3.7 If the agreement is terminated before completion and Contractor has already commenced performance, Customer owes proportional compensation for performed work. Paid advance fees are not reimbursed.
4.1 A Party is not liable for failure to perform due to force majeure. Force majeure includes circumstances beyond reasonable control, including internet/network interruptions, cyberattacks and failures by suppliers.
4.2 If force majeure continues for more than sixty (60) days, both Parties may terminate the agreement without obligation to compensate damages.
4.3 If Contractor has already partially performed, or can only partially perform at the onset of force majeure, Contractor may invoice the performed/performable part separately.
4.4 Contractor may invoke force majeure even if the circumstance arises after performance should have occurred.
4.5 If Customer or Customer's subcontractors fail in their obligations and Contractor is therefore unable to perform, this qualifies as force majeure on Contractor's side.
5.1 All intellectual property rights relating to products and services developed or provided under the agreement remain with Contractor or its licensors.
5.2 No intellectual property right transfers to Customer unless explicitly agreed in writing.
5.3 Customer receives only a non-exclusive, non-transferable right to use the services during the agreement term and within the agreed scope.
5.4 Customer may not copy, reproduce, modify, publish, decompile or reverse engineer delivered software or documentation without prior written consent, except where mandatory law permits.
5.5 Customer indemnifies Contractor against third-party claims resulting from materials or instructions provided by Customer that infringe intellectual property rights.
6.1 Each Party must keep confidential all confidential information obtained from the other Party.
6.2 Confidential information may only be used for performance of the agreement.
6.3 Disclosure is only allowed to employees, advisors or subcontractors who need the information and are bound by confidentiality obligations.
6.4 Confidentiality obligations remain in force for two (2) years after termination, unless law or agreement requires a longer term.
6.5 Confidentiality does not apply to information that is publicly available, already lawfully known, lawfully obtained from a third party, or required to be disclosed by law or court order.
6.6 In case of breach, the non-breaching Party is entitled to injunctive relief and full damages.
7.1 Contractor's liability is limited to direct damages and capped at the total amount paid by Customer under the agreement in the twelve (12) months preceding the event. If insurer payout is lower, liability is limited to that payout.
7.2 Contractor is not liable for indirect damages, including consequential damages, lost profits, lost revenue, loss of data, missed savings or business interruption.
7.3 Contractor is not liable for data loss, corruption or unavailability unless caused by willful misconduct or gross negligence of Contractor.
7.4 Any claim must be submitted in writing within thirty (30) days after discovery and no later than six (6) months after the event.
7.5 Limitations and exclusions do not apply in case of willful misconduct or gross negligence by Contractor's management.
7.6 Customer indemnifies Contractor against third-party claims arising from Customer's use of services in violation of the agreement or applicable law.
8.1 Hardware equipment provided by Contractor remains Contractor's property unless explicitly transferred in writing.
8.2 Customer must use hardware carefully and according to instructions, and may not relocate, modify or dispose of it without prior written consent.
8.3 Risk of loss, theft or damage passes to Customer upon delivery, unless resulting from Contractor's gross negligence or willful misconduct.
8.4 Customer is liable for damage or loss caused by improper use or external causes during the agreement term.
8.5 Upon termination, Customer must return equipment in good condition, normal wear and tear excepted. Repair/replacement costs for damaged or missing equipment are for Customer.
8.6 Contractor may inspect provided hardware upon reasonable request.
9.1 If Contractor processes personal data on behalf of Customer, Parties will enter into a separate data processing agreement in accordance with the GDPR.
9.2 Customer remains data controller and is responsible for legal basis, data subject information and instructions to Contractor.
9.3 Contractor applies reasonable technical and organizational measures for data security, but does not guarantee absolute security.
9.4 Personal data is only processed for performance of the agreement unless legal obligations require otherwise.
9.5 Customer indemnifies Contractor against claims, fines or penalties resulting from unlawful processing by Customer or based on Customer instructions.
9.6 Data processing may include international transfers outside the EEA where required for service delivery. Contractor ensures appropriate safeguards in line with GDPR.
10.1 Customer will refrain from directly or indirectly employing, engaging or otherwise contracting employees or subcontractors of Contractor involved in execution of the agreement for similar activities, during the agreement and within one (1) year after termination, unless first discussed with Contractor in writing.
10.2 In case of breach of paragraph 10.1, Customer owes an immediately due and non-substitutable penalty of EUR 50,000 per event and EUR 5,000 per day for as long as the breach continues, without prejudice to Contractor's right to claim full damages.
11.1 All legal claims by Customer lapse after one (1) year from the date on which the claim arose, unless mandatory law provides otherwise.
11.2 After expiry of this period, Customer loses any right to invoke legal remedies related to alleged failures under the agreement.
12.1 This agreement and all legal relationships between Parties are exclusively governed by Dutch law.
12.2 If one or more articles become legally invalid, all other articles remain in force. Parties will consult and agree a replacement provision that reflects the original intent as closely as possible.
12.3 This agreement is solely governed by Dutch law.
12.4 Any and all legal disputes resulting from this agreement and/or these terms and conditions will be submitted exclusively to the competent court of Rotterdam.
12.5 In case of conflict between the Dutch text and any official translation, the Dutch text prevails.
