Terms and Conditions

Definitions

In these General Terms and Conditions, see also if PDF are available via the attached download link, the following terms have the following meanings:

Time4less: user of these general terms and conditions Time4less B.V., registered with the Chamber of Commerce under number 68864485;

Saver: the time registration App and the administration portal;

Offer / Offers: any offer from Time4less to enter into an Agreement;

Application (s): the software modules made available through the Service, including, where applicable, the underlying databases and development platforms with the associated data set (s) and any associated documentation and hardware;

Availability: the period that the Client actually has the Application at its disposal through the Service;

Services: making the Application (s) available to and for the benefit of the Client by Time4less, including making available software for registering hours, under the name ‘Saver’;

User: a natural person who is authorized by the Client to use the Application (s);

Interface: a Tool being a communication link between the Service and systems within the domain of the Client and that of Time4less;

Tools: the means that the Client and / or User must install on its computer / server in order to use the Application;

Client: the natural person (s) and / or legal person (s) to whom Time4less makes an Offer and / or with whom Time4less enters into an Agreement;

Agreement: any agreement between Parties regarding the provision of Services to the Client by Time4less;

Party: Time4less and the Client or each for themselves;

Personal data: any data relating to a directly or indirectly identified or identifiable natural person, such as the user or employees of the Client, that is processed when using the Service;

SLA: the ‘service level agreement’ on the basis of which the Services are performed;

Conditions: these general terms and conditions for the provision of Time4less services.

General

2.1. These Conditions apply to all Offers and Agreements.
2.2. If the Terms and Conditions have applied to any Agreement, these will automatically apply to any Agreement between Parties subsequently concluded without this having to be separately agreed between the Parties concerned, unless the Agreement concerned is expressly agreed otherwise in writing between Parties. agreed.
2.3. The applicability to any Agreement of general or specific terms and conditions used by the Client is expressly rejected by Time4less, unless and after the aforementioned conditions have been expressly declared applicable by Time4less to an Agreement.
2.4. In the event of nullity or cancellation by the Client of one or more provisions of the Conditions, the other provisions of the Conditions will continue to apply to the Agreement. Parties will consult to replace a null and void or nullified provision of the Conditions with a stipulation that is valid or non-nullifiable and that corresponds as closely as possible to the purpose and purport of the null and void or nullified stipulation.
2.5. Insofar as an Agreement deviates from one or more provisions of the Conditions, the provisions of the Agreement prevail. In that case, the other provisions of the Conditions will continue to apply to the Agreement.

Offers

3.1. An Offer is, unless expressly stated otherwise, without obligation and valid for the period stated in the Offer. If the Offer does not state a term for acceptance, the Offer will in any case expire fourteen (14) days after the date stated in the Offer.
3.2. An order given by the Client is confirmed by Time4less by means of an order confirmation. If the Client has not objected to this confirmation within fourteen (14) days of receipt of the order confirmation, the order as described in the order confirmation has been accepted by the Client.
3.3. If the Client provides Time4less with information with a view to submitting an Offer, Time4less may assume that this is correct and will base its Offer on this. The Client indemnifies Time4less against any claims by third parties with regard to the use of data provided by or on behalf of the Client.
3.4. The prices stated in the Offer are exclusive of VAT and other government levies, any costs to be incurred under the Agreement, including travel and accommodation, shipping and handling costs, unless stated otherwise.

Order

4.1. The client gives Time4less an order to provide the Services as described in the Agreement.
4.2. Time4less is not obliged to have a fallback center or other fallback facilities for the performance of the Services.
4.3. Time4less is not obliged to make backup copies (backups) of data stored by the Client when using the Services.

Price

5.1. The price to be paid for the Services is included in the Agreement.
5.2. The fees referred to in the Agreement (including Appendices) and otherwise discussed by the Parties during the term of the Agreement are in euros and are exclusive of turnover tax and other levies imposed by the government.
5.1. Time4less is entitled to adjust the agreed fees once per contract year. Time4less will inform the Client in writing of rate changes at least two calendar months in advance. The client expressly agrees with these adjustments if they amount to a maximum of five (5) percent per contract year. In the event of price increases above this percentage, the Client has the right to terminate this Agreement with the Supplier within two (2) weeks after the price increase has been announced.

Payment

6.1. Unless otherwise agreed, all deliveries are made in cash or in advance. If the parties agree otherwise, in principle a payment term of 8 days after the invoice date applies, the parties may also agree a different payment term in writing. The applicable payment term is a strict deadline.
6.2. All costs related to payment are for the account of the client. Payments will first be deducted from the costs, then from the accrued interest and finally from the principal and accrued interest. If the principal consists of several invoices, payment is attributed to the oldest due invoice or invoices, regardless of the indication of invoice numbers that the client assigns to the payment.
6.3. If the Client has not paid within the period referred to in Article 6.1, the Client will be in default by operation of law. The client will then owe the statutory commercial interest (6: 119a BW) on the invoiced amount.
6.4. The client is not entitled to set off the amount it owes to Time4less against any claims on Time4less. Objections to the amount of an invoice do not suspend the Client’s payment obligation.
6.5. If the Client fails to pay after repeated payment request after the expiry of the applicable payment term, Time4less has the right to suspend all its obligations towards the client and to put Saver offline without further notice of default. If the Client wishes to use Saver again, he must first pay the claim and pay the reconnection costs, being an amount of € 250, excluding VAT, in advance.
6.6. The Client is obliged to investigate expeditiously, within 8 working days after receipt of the Saver login codes, or at least within 14 days after Time4less has notified that its work has been completed, whether Time4less has properly complied with the agreement and immediately notifying Time4less in writing. as soon as the client proves the opposite. In the event of timely advertising, the Client will give Time4less the opportunity to investigate the merits of the advertising. In the case of a justified complaint, the client grants Time4less a reasonable period for repair or adjustment in accordance with instructions from the client, provided that it has been carried out within the framework of the assignment. The fulfillment of the agreement is considered to be sound between the parties if the Client has failed to carry out the investigation or notification in time.

Availability and customization

7.1. Time4less will make every effort to ensure that the agreed Service functions properly and strives for the highest availability, quality and security of the Service. Time4less does not guarantee that the Service will function without errors, malfunctions or interruptions.
7.2. Time4less reserves the right to change the technical and functional properties of the Service in the interim in order to improve functionality and to correct any errors or to comply with applicable laws and regulations.
7.3. Time4less makes an effort to detect and repair any errors in the Service. However, Time4less cannot guarantee that all errors will be corrected.
7.4. If an adjustment referred to in Articles 7.2 and 7.3 leads to a material deviation in the functionality of the Service, Time4less will notify the Client in writing or electronically before the adjustment becomes available.
7.5. Time4less reserves the right to temporarily shut down the Service for the purpose of, among other things, maintenance, adjustment or improvement of Time4less’s computer systems. Time4less will have such a shutdown take place outside office hours as much as possible and will inform the Client in advance of the planned shutdown. Under no circumstances can such an announced decommissioning of the Service be regarded as a shortcoming by Time4less in the fulfillment of its obligations towards the Client.

Tools

8.1. The Client is responsible for the availability and functioning of the Tools required for access to and use of the Services, including the (peripheral) equipment and software used by the Client, auxiliary applications, configuration and internet connection, which comply with the Time4less specifications. technical and functional specifications.
8.2. The Client is responsible for maintaining a connection to the energy network and other connections required for access to and use of the Service.
8.3. Additional (license) conditions (of third parties) may apply to the use of the Tools. Time4less does not guarantee the full functionality of the Tools used by the Client.

Use of the Service

9.1. When using the Service, the Client guarantees in any case that he and the User (s), insofar as relevant, observe the following rules:
a. The Client will ensure that its (peripheral) equipment, software, infrastructure and internet connection are protected against viruses, computer crime and (other) unlawful use by the User (s) or third parties;
b. When using the Service, the Client and / or User will not distribute (computer) viruses or other files that may damage the (proper functioning of the) Service;
c. The Client and / or User will not carry out actions or have them carried out as a result of which malfunctions in the Service, (computer) networks or infrastructures (of other users) can be caused or can become nuisance, limited use or unforeseen use (for other users) in this respect. causes;
d. The Client and / or User will not breach and / or attempt to breach the security of the Service;
e. The Client and / or User will not perform or omit acts that he knows or should reasonably have known could lead to a use of the Service that is punishable or unlawful towards Time4less and / or third parties;
f. The Client and / or User will not intentionally and without permission enter the computer system or a part thereof (‘hacking’) against the will of the owner or manager;
g. The Client and / or User will in no way infringe the intellectual property rights of Time4less and / or third parties;
h. The Client and / or User will not disclose, reproduce or otherwise use information and data provided by Time4less within the framework of the Service without the prior express written permission of Time4less, other than for use in the internal business operations of the Client;
i. The Client and / or User will at all times implement the (license / usage) conditions of third parties as referred to in Article 10.
9.2. If the Client and / or User (s) acts in violation of one or more of the aforementioned rules, the Client is obliged to follow the reasonable instructions given by Time4less and have them followed up by the User (s).
9.3. Time4less can prevent access to the Service by taking the Service out of use or suspending the service if it has a serious suspicion that it is being used in violation of the provisions of this Agreement. The payment obligation continues to exist during such decommissioning.

Third-party applications

10.1. If and insofar as Time4less makes applications or other software from third parties available to the Client during the execution of the Service, the terms and conditions of those third parties apply with regard to those applications and / or other software. The Client accepts the intended conditions of third parties.
10.2. In the event that the Client must purchase and / or use third-party applications or other software for the proper implementation of the Service, the Client guarantees that it will always act in accordance with the purchase or use by the concerning third linked conditions. The Client indemnifies Time4less against any third-party claims arising from the Client’s failure to act in accordance with those conditions.
10.3. If and insofar as the aforementioned conditions of third parties are deemed not to apply or are declared inapplicable in the relationship between the Client and Time4less for whatever reason, the provisions between Time4less and the Client apply to the use of software. The client can never hold Time4less accountable for the consequences of not meeting the above.
10.4. With regard to the use and maintenance of the application of third parties, Time4less can never be held liable for more or different than applies in the relationship between Time4less and its respective supplier of that application.

Suspension

11.1 Time4less is entitled to block all or part of the access to the Service seven days after a prior reminder or notice of default, if the Client fails to fulfill any obligation under this Agreement.

Intellectual property rights

12.1. All intellectual property rights on all Applications, Interfaces, other software, documentation and other materials that may be supported by any intellectual property developed or made available within the framework of the Services, rest exclusively with Time4less or its licensors.
12.2. The Client will only acquire the non-exclusive rights of use and powers as expressly and in writing granted in the Agreement or otherwise. The Client will not otherwise reproduce or make public the Applications, Interfaces, other software, documentation and other materials developed or made available in the context of the Services. The Client is not permitted to remove or change any indication regarding copyrights, brands, trade names or other intellectual property rights from Applications, Interfaces, other software, documentation and other materials developed or made available in the context of the Services, including indications regarding the confidential nature and secrecy of the materials.
12.3. Time4less is permitted to take technical measures to protect the Applications, Interfaces, other software, documentation and other materials developed or made available within the framework of the Services, provided that these measures adversely affect functionality. If the Applications, Interfaces, other software, documentation and other materials developed or made available within the framework of the Services are protected by technical protection, the Client is not permitted to remove or avoid this protection.
12.4. The Client is not entitled to independently repair errors or have them repaired in the software of the Service, to make adjustments to them, to transfer them to other equipment, to link them to other equipment and software, to independently expand the functionality, to change parameters. and / or remove protections.

Use of interfaces

13.1. Time4less hereby grants the Client a non-exclusive and limited transferable right to the Interface for the duration of the Agreement under the conditions mentioned below when using the Services. The Client hereby accepts this right.
13.2. The right of use includes all actions with regard to the Interface that are reasonably necessary in the context of the use of the Services by the Client and Users.
13.3. The Client is permitted to make backup copies of the Interface if and insofar as this is technically necessary and / or in accordance with the permitted uses.

data

14.1. The Client remains the owner of the data stored, edited, processed or otherwise entered using the Services.
14.2. The Client and its Users determine themselves which data is stored, edited, processed or otherwise entered using the Service. Time4less has no knowledge of this data. The client therefore remains responsible for the data it has entered. Time4less is therefore not liable for any damage resulting from the data entered by the Client. The Client indemnifies Time4less against claims from third parties for compensation for damage that these third parties could recover from Time4less in any way, insofar as this claim is based on the use made by the Client of the Service.
14.3. Time4less is not obliged to check the correctness and completeness of the information provided and is therefore not liable for the consequences of the use of incorrect and / or incomplete information supplied by the Client.

Processing of personal data

15.1. Insofar as relevant under an Agreement, the parties ensure the lawful processing of personal data in accordance with the relevant laws and regulations on the protection of privacy, in particular the Personal Data Protection Act (‘WBP’). The client guarantees that it will only lawfully enter personal data into Time4less’s systems. The Client indemnifies Time4less against all third-party claims as a result of the Client’s violation of the aforementioned laws and regulations.
15.2. If the Client enters, stores or otherwise processes personal data when using the Services according to the terminology of the WBP, the Client is the ‘controller’ and Time4less the ‘processor’ within the meaning of the WBP.
15.3. Time4less will ensure an appropriate level of security in view of the risks involved in the processing and the nature of Personal Data to be protected. Time4less also guarantees that anyone who acts under the authority of Time4less, insofar as he has access to personal data for which the Client is responsible, only processes them on the instructions of the Client for the purpose specified by her.
15.4. The technical and organizational security measures to be taken by Time4less will always meet the generally accepted security standards, such as the Code for Information Security. The client will regularly evaluate the measures and check compliance with them.
15.5. Time4less will always report any security incidents to the Client. In the report, Time4less states which incident has taken place, what possible consequences the incident had for (access to) the personal data and what measures have been or are being taken to end the incident and prevent it in the future. If the incident may have consequences for the privacy of the person (s) involved, Time4less will report the incident immediately after it has been discovered.
15.6. Time4less will refrain from directly or indirectly processing Personal Data in countries outside the European Economic Area. If Time4less intends to process personal data directly or indirectly outside the European Union, it must obtain prior permission from the Client. The client will not refuse this permission without reasonable grounds.
15.7. Time4less will fully cooperate with the Client at
(i) allow data subjects within the meaning of the WBP to access their personal data, (ii) delete, correct or mark personal data as incorrect,
(iii) to demonstrate that personal data has been removed, corrected or marked as incorrect if it is incorrect and / or (iv) if the Client does not agree that personal data are incorrect, to record the fact that the person concerned has his personal data considered incorrect. Time4less will be able to invoice the costs for the work separately to the Client.
15.8. The client is entitled to have compliance with the provisions of this article checked by an independent third party at its own expense.
15.9. Time4less will not store the personal data longer than is required for the execution of the Agreement or is legally required, after which Time4less can permanently delete it without informing the Client thereof. The client will inform Time4less about the applicable retention periods.

Liability and compensation

16.1. Time4less is liable to the Client for damage that the Client suffers and that is the direct and exclusive result of a shortcoming in the fulfillment of the Agreement attributable to Time4less and that must be revealed within a maximum period of 24 months after termination of the Agreement. or delivery.
16.2. This liability is limited to a maximum of the invoice value excluding VAT, with a maximum of € 2,500. If the Agreement is a continuing performance contract, liability will be limited to an amount equal to the total amount that has been stipulated in the context of the assignment in the last three months before the Client’s damage occurred, excluding VAT, with a maximum of € 2,500. ,. This limitation of liability applies mutatis mutandis to any indemnification obligations of Time4less.
16.3. Not eligible for reimbursement:
(a) damage caused by acts or omissions of the Client or third parties contrary to instructions provided by Time4less or contrary to the Agreement and the Conditions;
(b) damage as a direct or indirect result of incorrect, incomplete and / or inadequate information provided to Time4less by or on behalf of the Client.
If and insofar as (the operation of) the Services depends on the (operation of) services of third parties, Time4less is also never liable for damage arising as a direct or indirect consequence of the (longer) functioning of the services of these third parties. , whether or not as a result of the fact that the Client and / or Time4less is denied access to these services other than as a result of an attributable shortcoming by Time4less towards this third party (parties) under an agreement concluded with that third party (parties) .
16.4. The Client indemnifies Time4less against all third-party claims for damage caused by or in connection with work performed by Time4less and / or Products supplied.
16.5. For the purposes of this article, a series of related damage-causing events counts as one event / damage.
16.6. The limitations and / or exclusions of liability included in this article also apply in favor of Time4less’s staff and the auxiliary persons involved by Time4less in the performance of an Agreement.

Suspension and dissolution of the Agreement

17.1. Time4less is authorized to suspend the fulfillment of the obligations or to dissolve the Agreement if the Client does not, not fully or timely fulfill the obligations under the Agreement, after the conclusion of the Agreement, Time4less has given good grounds to fear that the Client will not comply with the obligations if the Client fails to do so
conclusion of the Agreement has been requested to provide security for the fulfillment of his obligations under the Agreement and this security is not provided or is insufficient or if due to the delay on the part of the Client, Time4less can no longer be required to provide the Agreement against the original will meet agreed conditions.
17.2. Furthermore, Time4less is entitled to terminate the Agreement if circumstances arise that are of such a nature that fulfillment of the Agreement is impossible or if other circumstances arise that are of such nature that Time4less cannot reasonably be required to maintain the Agreement. .
17.3. If the Agreement is dissolved, Time4less’s claims against the Client are immediately due and payable. If Time4less suspends fulfillment of the obligations, it retains its rights under the law and the Agreement.
17.4. In case of liquidation, (application for) suspension of payment or bankruptcy, attachment if and insofar as the attachment has not been lifted within three months at the expense of the Client, of debt restructuring or another circumstance as a result of which the Client can no longer freely Time4less is also free to dissolve the Agreement immediately and with immediate effect (in part). In that case, Time4less’s claims against the Client are immediately due and payable.
17.5. If Time4less proceeds to suspension or dissolution, it is in no way obliged to compensate damage and costs in any way.
17.6. If the dissolution is attributable to the Client, Time4less is entitled to compensation of the damage, including the costs, thereby arising directly and indirectly.
17.7. If the Client has already received performances for the performance of the Agreement at the time of the dissolution, these performances and the related payment obligation will not be the object of cancellation, unless the Client proves that Time4less is in default with regard to those performances. Amounts that Time4less has invoiced before the dissolution in connection with what it has already properly performed or delivered in implementation of the Agreement, will remain due in full, with due observance of the provisions of the previous sentence, and will become immediately due and payable at the time of the dissolution. In addition, the work performed and the working time reserved for the execution of the Agreement will be charged in full to the Client.
17.8. The client is never entitled to dissolve the Agreement if that dissolution is based on a shortcoming that cannot be attributed to Time4less. This is in any case the case if this shortcoming is the result of third-party applications required for the use of the Service (as referred to in Article 10).

confidentiality

18.1. Both Parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source under their Agreement. Information is considered confidential if this has been communicated by a Party or if this arises from the nature of the information.
18.2. If, on the basis of a statutory provision or a court decision, Time4less is obliged to provide confidential information to third parties designated by law or the competent court, and Time4less cannot rely on a legal or recognized by the competent court in this regard. or permitted right of nonchalance, Time4less is not obliged to pay compensation or compensation and the Client is not entitled to dissolve the Agreement.

Duration of the Agreement, terms and consequences of termination

19.1. Unless otherwise agreed in writing, the Agreement is entered into for an indefinite period of time with a minimum of 12 months, unless otherwise agreed. The agreement will then be tacitly renewed for a period of 12 months. Each Party is at all times entitled to terminate the Agreement in writing with due observance of a notice period of two months before the end of the relevant period.
19.2. If a period has been agreed or specified for the execution of certain activities or for the provision of certain Services, this is never a strict deadline. If a term is exceeded, the Client must therefore give Time4less notice of default in writing. Time4less must be offered a reasonable period of at least 30 days to still implement the
Agreement.
19.3. The delivery of Saver takes place when the codes are supplied to the Client required for the management of the Administration Portal.
19.4. The Client is only entitled to have Services used by end users within its organization for the purposes of its organization. The Client is not permitted to have the Service used by third parties.

Consequences of termination

20.1. In the event of termination of the Agreement, Time4less and the Client will always cooperate in good faith in any support desired by the Client in the remigration of the data entered during the use of the Services and in the transfer to the Client or to a third party to be designated by the Client. during this ‘remigration period’. The continuity of the
availability of data and services is central to this. Parties will consult about the size of the effort that Time4less must make. Time4less will be able to charge the costs incurred by it in connection with the remigration of the services on the basis of subsequent calculation.
20.2. After termination of the Agreement, the Client may request a one-off delivery of the data entered when using the Services. Time4less will make the data available to the Client in a usual format so that this data can reasonably be processed by the Client. Time (statutory) does not have a (statutory) retention period for the door
Client entered data and data, other than as expressly referred to in Article 15. In the event that the Client has not indicated immediately after the termination of the Agreement that he wishes the aforementioned transfer of the data, Time4less is entitled to data that is stored, processed, processed or otherwise entered with immediate effect by the Service, without prior notice. remove and destroy the server.

Applicable law and disputes

21.1. Dutch law applies exclusively to all Agreements concluded by Time4less. The applicability of the Vienna Sales Convention is excluded.
21.2. All disputes between Parties are exclusively settled by the Court in Zwolle.

Additional conditions processor agreement

In addition to our general terms and conditions, the processor agreement applies. You can consult this processor agreement via this link.