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1. APPLICABILITY
1.1 These service terms apply to all quotations requested by the Customer from InnoVites BV, located at Galileïlaan 23F, 4716 BP, Ede (NL), CoC number 30235083, and to all services provided by InnoVites to the Customer under agreement with the Customer.
1.2 Any terms or conditions proposed by the Customer that conflict with or add to those set by InnoVites will be considered rejected and will not apply.
1.3 Any exceptions to these service terms will be outlined in the quotation where they are agreed upon. These exceptions are only valid if both InnoVites and the Customer agree to them in writing. If there is a conflict between the quotation and these service terms, the quotation will take priority
2. QUOTATIONS AND AGREEMENTS
2.1 Before providing services, InnoVites will prepare a quotation. This quotation, along with the service terms, will be sent to the Customer and is valid for 30 days from the date of the quotation. Once the Customer agrees to both in writing or by email, InnoVites will proceed with the services.
2.2 The Customer agrees that InnoVites can rely on the person who approves the quotationand service terms on behalf of the Customer, assuming they are authorized to do so. InnoVites is not required to verify the authority of this individual and may consider the approval binding on the Customer.
3. SAAS SERVICES
License
3.1 InnoVites grants the Customer a limited, revocable right to access and use the InnoVites SaaS Service in accordance with the service terms, the documentation, and for the duration specified in the quotation. The Customer’s access and use of the InnoVites SaaS Service is conditioned on their compliance with all terms and conditions of these service terms, and on the full payment of all fees related to the InnoVites SaaS Service.
3.2 Customer is granted the right to use the InnoVites SaaS Service only for the amount andunit of measures as specified in the quotation. In addition to that, for CableERP the amount must be equal to the amount of Microsoft Dynamics 365 Finance & Supply Chain users at all times. For the part of clarity: in the event additional MS Dynamics Users are ordered by Licensee, the same amount extra Users for the InnoVites Software Service increases as well.
3.3 Subsidiaries are allowed to use the InnoVites SaaS Services. Customer is responsible for ensuring that users of the subsidiaries comply with these service terms and that subsidiaries agree to be bound by them when granted access to the InnoVites SaaS Service. Failure to do so will be considered a breach, allowing InnoVites to terminate the subscription and pursue available remedies. A Subsidiary means any entity that is controlled, directly or indirectly by the Customer by having an ownership of more than 50% of the voting securities or other ownership interest
3.4 InnoVites will provide a license key to access the InnoVites SaaS Service. The Customer must prevent unauthorized access or use and promptly notify InnoVites of any changes in the license count as well as any incidents which may result in unauthorized access or use of the InnoVites SaaS Service.
3.5 Each account is for the Customer’s exclusive use. Evidence of reselling file storage or accounts may result in termination for material breach, and InnoVites may discontinue the service.The Customer is responsible for their use of the InnoVites SaaS Service and the results obtained. They must also train users and ensure the accuracy, quality, integrity, and legality of their data, including its transfer between the Customer’s system and the InnoVites SaaS Cloud.
3.6 The Customer shall not: (a) use the service to store or transmit unlawful, infringing, or harmful material, (b) transmit malicious code, (c) disrupt the service's integrity or performance, or (d) allow unauthorized access to the service or InnoVites’ systems. InnoVites may log information necessary to calculate fees and charges.
Warranty and updates
3.7 The InnoVites’ SaaS Products are standard products, and it is the Customer’s sole responsibility to ensure it meets their needs. The service is provided "AS-IS" with no warranties, representations, or remedies beyond those outlined in these service terms.
3.8 For 6 months following the Customer’s acceptance of these service terms, InnoVites will make commercially reasonable efforts to ensure that the InnoVites SaaS Service operates in accordance with these terms and the provided Documentation, provided the Customer has followed all instructions, installed updates, and applied any recommended third-party software updates.
3.9 The limited warranty is void if the Customer introduces equipment or software that negatively impacts the service, is in material default of any agreement term, or makes unauthorized changes to the service.
3.10 If the Customer provides documentation within the period specified in this article proving a significant error in the InnoVites SaaS Service that prevents critical business functions, InnoVites will either (a) deliver a corrected version free of charge, (b) fix the error at no cost, or (c) refund up to 3 months of the license fee.
3.11 InnoVites will make reasonable efforts to provide updates within 4 weeks of Microsoft’s platform updates. Support for previous versions is limited to those supported by Microsoft.
3.12 The obligations under this article represent the full extent of InnoVites’ liability for errors in the service. The Customer may not claim further damages. Error correction may include workarounds that minimally affect service use. This warranty is void in cases of negligence, abuse, or unauthorized modifications
4. CONSULTANCY SERVICES
General
4.1 InnoVites will provide consultancy services with care and to the best of its ability, in accordance with these service terms and the attached quotations. Consultancy Services are provided on a best-efforts basis, unless InnoVites has explicitly promised a specific result in the quotation.
4.2 Unless otherwise agreed, consultancy services will be provided on a time-and-material basis. Fixed-price consultancy services are only provided if agreed to in writing.
4.3 Unless otherwise agreed, InnoVites shall charge the Customer for all travel related expenses. Travel time will be billed at 50% of the actual standard rates for services.
4.4 InnoVites will make reasonable efforts to meet terms and delivery dates. If a deadline is likely to be missed, InnoVites and the Customer will discuss the impact on the timeline. InnoVites is only in default if the Customer issues a written notice of default and provides a reasonable period to remedy the situation.
4.5 Delivery dates or terms are not binding if the scope of the consultancy services changes or the Customer fails to meet their obligations under these terms.
4.6 Any additional consultancy services or changes to a quotation will be treated as a modification of the original quotation and will be laid out in a new quotation. Upon signing the new quotation, these changes will be considered approved. Work outside the scope of the original quotation will be invoiced on a time-and-materials basis. Additional work does not entitle the Customer to terminate the agreement.
4.7 Consultancy services will be provided independently by InnoVites, without supervision or direction from the Customer. InnoVites is not obliged to follow any instructions from the Customer that alter the scope of the original quotation. Any such work will be billed at InnoVites' applicable rates.
4.8 Consultancy Services will be provided during the normal working days and business hours of InnoVites or the Customer. Sundays are not considered normal working days.
4.9 Estimates in quotations are non-binding. If the actual hours deviate significantly from the estimate, InnoVites will inform the Customer, and both parties will discuss a revised estimate. An estimate is only considered a fixed price if explicitly agreed upon in writing.
Pre-purchased consultancy services
4.10 The Customer may pre-purchase consultancy services (e.g., support hours) in advance. InnoVites will inform the Customer about remaining unused hours. Such consultancy services can only be provided if there are remaining hours, and the Customer must pre-purchase additional hours if needed, with a new quotation agreed upon.
4.11 Pre-purchased hours that are not used within the same year cannot be carried over and will not be refunded.
Customizations
4.12 If the Customer requests customizations, both parties will collaboratively define the scope, deliverables, and timeline for the customizations. A quotation will be provided to reflect these agreed-upon terms.
4.13 Deliverables created by InnoVites under a specific quotation are considered accepted by the Customer upon delivery, "as-is," with all visible and invisible defects, unless the parties have agreed to an acceptance test. Acceptance occurs:
a. The day after the test period ends.
b. Upon receipt of a test report, if errors in the test report are fixed.
c. When the software is used for production or operational purposes.
4.14 If an acceptance test is agreed, the acceptance test period is 14 days from delivery. During this period, the Customer may not use the deliverables for production or operational purposes. The Customer must provide a written test report after completing the test.
4.15 If errors are found during the acceptance test, the Customer must report them by the last day of the test period. InnoVites will make reasonable efforts to fix the errors within a reasonable timeframe. Temporary solutions or workarounds may be implemented.
4.16 InnoVites will make reasonable efforts to repair errors within three months of delivery or, if an acceptance test is agreed, within three months of acceptance. Repairs are free unless the software was developed based on the Customer’s instructions or for a fixed price and if this is included in the agreement between the Customer and InnoVites. if the Customer modifies the deliverables without permission or uses them incorrectly. After the warranty period, InnoVites is not obligated to repair errors.
4.17 Acceptance of the deliverables, as outlined in this article, releases InnoVites from any further obligations regarding the delivery and availability of the deliverables.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 All intellectual property rights to services provided by InnoVites, including deliverables, software, and documentation, remain the exclusive property of InnoVites. The Customer is granted a limited, non-transferable license to use these services as outlined in these service terms and the quotation. InnoVites will indemnify the Customer against third-party claims of intellectual property infringement related to the services provided. If legal action is taken against the Customer for such infringement, the Customer must promptly notify InnoVites in writing. InnoVites may, at its discretion, assume responsibility for the case and associated costs.
5.2 The Customer’s right to use any services provided by InnoVites does not grant any license to create derivative works of the service or any associated intellectual property.
5.3 InnoVites may use and exploit the general principles, ideas, and software code used in providing services to the Customer to create other works for itself or third parties.
5.4 InnoVites is permitted to use the Customer’s logo and name in its external communications.
5.5 If the Customer requests an escrow arrangement for the services provided by InnoVites, InnoVites may, at its discretion, facilitate the arrangement. The costs associated with setting up and maintaining the escrow, including any third-party fees, shall be borne by the Customer.
6. AUDIT RIGHT
6.1 The Customer agrees to provide InnoVites with reasonable access to its premises, systems, and records for the purpose of auditing the Customer's use of the services, including but not limited to verifying compliance with the terms of this agreement, license counts, the scope of services provided, and payment obligations.
6.2 The Customer shall cooperate fully with any audit, including providing access to relevant personnel and systems, and shall make available any requested documentation. InnoVites will bear the cost of the audit unless the audit reveals a material breach of this agreement by the Customer, in which case the Customer shall bear the cost.
6.3 If an audit reveals any underreporting or underpayment of fees, the Customer shall promptly pay any outstanding amounts, along with any interest or penalties as outlined in the agreement and take corrective actions to prevent future non-compliance.
6.4 If the Customer fails to cooperate with an audit, InnoVites may suspend the provision of services until the audit is completed and the Customer complies with the audit requirements
7. CONFIDENTIALITY AND PRIVACY
7.1 InnoVites and the Customer will treat all information received from each other confidential and use it only for the execution of the services. This obligation does not apply to confidential information that was already legally made public or in possession of the receiving party. Additionally, both parties may disclose confidential information if required by law to a government agency.
7.2 If InnoVites processes personal data during the performance of the services, the following conditions apply:
a. InnoVites will only process the personal data in accordance with applicable legislation and will not retain it longer than necessary for the performance of the services.
b. Sub-processors will only be engaged if necessary for the assignment.
c. Appropriate technical and organizational security measures will be taken to protect personal data, considering the state of the art.
d. If applicable, InnoVites will assist in facilitating data breach notifications or third-party requests regarding their rights under the applicable data protection law. Any costs incurred by InnoVites will be borne by the Customer.
e. The Customer indemnifies InnoVites against third-party claims resulting from the Customer's breach of applicable data protection law.
8. TERMS AND SUBSCRIPTIONS
8.1 Unless stated otherwise, the initial subscription term for any subscription-based services, such as SaaS or Maintenance, shall be one year, beginning on the start date of the subscription or as otherwise specified in the applicable quotation.
8.2 After the initial one-year term, the subscription will automatically renew for successive one year terms unless either party provides written notice of termination at least 90 days prior to the end of the current term.
8.3 If the initial subscription term begins during a calendar year, the first term shall terminate on December 31 of that calendar year, and the next term shall automatically start on January 1 of the following year. Any additional subscriptions purchased during a subscription term shall be aligned with the initial subscription term.
9. INVOICING AND PAYMENT
9.1 Unless otherwise agreed, any subscription to SaaS Services or maintenance shall be invoiced annually in advance and consultancy services shall be invoiced weekly on a time and material basis, in accordance with the applicable quotation and the hours provided during the weekly period in question.
9.2 Unless otherwise agreed, all prices are in EUR and excluding VAT and other levies imposed by the authorities. Invoices are due and payable within 14 days from the invoice date. Any invoiced amount not received within 30 days after the invoice date shall be subject to collection costs of 5% of the invoiced amount and an interest charge equal to the Dutch statutory interest, without a reminder or notice of default. If Customer has a payable debt to InnoVites for 60 days after the due date of the invoice and Customer has been given a notice hereof, InnoVites has the right to suspend its services without constituting a breach of this agreement, until the debt has been paid.
9.3 Any objections to invoices shall be in writing and within ten days from the invoice date. When the objection deadline expired, an invoice shall be regarded as accepted. Customeris neither entitled to suspend any payments nor to set off any of the amounts due.
9.4 InnoVites shall have the right to adjust the fees once every year, with a percentage equal to 5% or the inflation price index for consumers (Consumer Price Index, CPI) published by the Dutch Central Statistical Office (CBS), whichever is higher. Customer shall not have the right to terminate the subscription to the Service on the grounds of this adjustment of prices.
10. LIABILITY
10.1 Innovites’ total liability is limited to a compensation of direct damage and cannot exceed the amount stipulated for the quotation in question (excl. VAT) under which InnoVites is in breach. If the quotation has a duration of more than one year, the price stipulated for the agreement is limited to the total sum of payments stipulated for one year (excl. VAT). In no event does the total liability for any direct damage exceed EUR. 50.000.
10.2 InnoVites is only liable for failures in the performance of the services if the Customer promptly provides InnoVites with a written notice of default, granting InnoVites a reasonable period to remedy the breach and InnoVites still is still not able to meet its obligations after that reasonable term has passed. Any claim for compensation of direct damage lapses by the expiry of twelve months following the inception of the claim, unless Customer has initiated a legal procedure prior to the expiry of this term. Liability for any kind of indirect damage is excluded.
11. MISCELLANEOUS
11.1 If an event of force majeure prevents InnoVites from providing any services, this does not constitute a breach of contract, provided all reasonable measures have been taken to fulfill the obligations, and the force majeure situation is not due to a failure to take preventive measures. If the force majeure lasts longer than three months, the agreement may be canceled, and the Customer is entitled to a refund of the unexecuted portion.
11.2 The invalidity or nullity of any provision does not affect the validity of the other provisions. InnoVites and the Customer will then agree on new provisions that best reflect the original intent.
11.3 The Customer shall not transfer any licenses, rights and obligations under the agreement to a third party without prior consent from InnoVites.
11.4 InnoVites may terminate the agreement without notice in the event of bankruptcy, suspension of payments, or debt restructuring of the Customer.
12. LAW AND JURISDICTION
12.1 These service terms and the attached quotations are governed by the laws of the Netherlands, without giving effect to its principles of conflicts of law. Applicability of the Vienna Convention 1980 is excluded.
12.2 Parties shall seek to settle all disputes arising out of these service terms and the attached quotations by direct negotiation. If a settlement is not possible, the dispute shall be summited to the applicable court of Amsterdam (the Netherlands) for all Customers located in the European Union. If Customer is located outside the European Union the Parties irrevocably consent to settle any dispute or action arising out of or in connection with this Agreement, in accordance with the Arbitration Regulations of SGOA (Stichting Geschillenoplossing Automatisering, or ‘foundation for the resolution of ICT disputes’), which has its registered office in The Hague. Arbitration will take place in Amsterdam. The arbitration will be conducted in English.
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