Terms of Service

Article 1. Definitions

The following terms are used in these general terms and conditions, unless indicated otherwise:

Afosto: The legal entity that uses these general terms and conditions, acts as the administrator of the Afosto platform, and all organizations engaged by Afosto to perform its services.

Customer: Any natural person or legal entity that uses the Afosto platform, regardless of whether they are a commercial entity, a non-profit organization, or an individual consumer.

Agreement: A contractual arrangement between Afosto and the customer for the provision of specific products (such as software licenses) and/or services (such as access to the SaaS platform, support, and maintenance).

Afosto Component: Each separate component or functionality of the Afosto platform that can be enabled or disabled separately and for which separate payments may apply.

Platform: The entirety of the Afosto SaaS platform including all available features, interfaces, and supporting technology.

ICT Infrastructure: The total set of technologies and systems such as hardware, software, networks, and databases used by the customer to access and use the Afosto platform.

Written: Communication between Afosto and the customer that takes place via printed documents, emails, or other electronic forms that are officially recognized and suitable for archiving.

Article 2. General

Applicability: These conditions apply to all offers, quotations, and agreements between Afosto and the customer, unless expressly and in writing deviated from by both parties. This also applies to agreements for which Afosto engages third parties.

Rejection of other conditions: Conditions set by the customer are not accepted unless they are explicitly approved and agreed upon in writing by Afosto.

Continuity in legal challenges: If one or more provisions of these general terms and conditions are declared invalid or unenforceable at any time, the remaining provisions will remain in full force. Afosto and the customer will then consult to formulate new provisions, respecting the original intentions as much as possible.

Interpretation: In case of ambiguity regarding the interpretation of these conditions, the interpretation will take place in the spirit of the relevant provisions. This also applies to situations not directly regulated in the conditions.

Flexibility in enforcement: Afosto's failure to enforce strict compliance with these conditions does not mean that these conditions are considered inapplicable or that the right to strict compliance in other cases is waived.

Changes in conditions: Afosto reserves the right to change these general terms and conditions. Changes become effective 30 days after publication on our website and are also communicated to customers via our platform.

Contract Duration: The minimum contract duration for each Afosto component is 1 month. This period is automatically extended by one month at a time, unless otherwise agreed.

Article 3. Description of Services

Service Provision: Afosto provides its customers with Software as a Service (SaaS). This entails Afosto ensuring the availability, maintenance, and updating of the software platform and its components.

Functioning of the Platform: Afosto ensures the proper functioning of the platform, meaning that the platform will work as reasonably described in the user documentation and will function properly under normal usage conditions.

Use and Data Input: Afosto is not responsible for the operational use of the platform by the customer, nor for the quality and accuracy of the data entered by the customer.

ICT Infrastructure: The responsibility for supporting the customer's ICT infrastructure lies with the customer themselves. Afosto does not provide support for local hardware or network configurations.

External Hosting: For the hosting of the software, Afosto uses an external party. The responsibility for the hosting infrastructure and related matters lies with this external service provider, according to their own responsibility provisions.

Technical Support: Afosto provides technical support for the use of the platform. This support includes assistance with technical problems related to the functionality of the platform and support during updates.

Additional Services: Afosto may offer the option to use additional services that are not standard included in the basic subscription. These services are offered under additional terms, which need to be agreed upon separately.

Article 4. The Customer

Customer Cooperation: The customer is expected to provide reasonable cooperation, which includes timely providing all necessary data and ensuring timely payments. This also includes granting access to relevant systems or information if necessary for the provision of services by Afosto.

Responsibilities and Penalties: Deliberately discrediting Afosto, failing to meet contractual obligations, or damage caused by improper use and providing incorrect information, can be financially recovered from the customer.

Unlawful Use and Abuse:

Definition: Unlawful use and abuse include, among other things, spreading malware, conducting illegal activities through the platform, and violating the usage rights of software.

Use Restrictions and Termination: Afosto reserves the right to temporarily block an account or, in serious cases, terminate a contract upon finding of unlawful use or abuse by the customer.

Procedure: Before an account is blocked or a contract is terminated, Afosto will notify the customer and, if applicable, offer a period to correct the violation. Upon blocking or termination, the specific reasons will be communicated to the customer in writing.

Article 5. Invoicing and Project Delivery

Scope of the Quote: The quote is prepared based on the information available at the time of the quote request. This quote reflects an estimate of the resources and hours needed to complete the project according to the specified requirements.

Invoicing of Additional Work: Should it be necessary to spend more hours than originally estimated due to changes or unforeseen complexity caused by the project requirements, these extra hours will be invoiced. This is done to compensate for work required to meet the adjusted or unforeseen requirements of the project.

Invoicing Protocol:

At the outset of the project, Afosto invoices 50% of the agreed costs. It is possible to negotiate alternative arrangements before the project begins. Final Invoicing: The remaining 50% of the costs are invoiced at the functional delivery of the project. If additional work beyond the initial estimate is required due to changes made during the project or unforeseen circumstances, these costs will also be included in the final invoice.

Definition of Functional Delivery: A project is considered functionally delivered when it meets the originally agreed functionalities, or the functionalities as adjusted during the project.

Communication about Adjustments: Afosto commits to keeping the customer informed of any significant change in the project scope that leads to additional work. The customer is informed about the necessity of additional hours and the resulting costs.

Article 6. Payment Terms

Invoicing: Invoicing for leasing the software can take place on account, via iDEAL, or via automatic debit, depending on the preferences of the customer and the agreed terms.

Subscription Duration: A subscription has a duration of a month or a year, as specified during the signup procedures.

Renewal and Notice Period: After the agreed subscription period (item 2), the agreement is tacitly renewed for the same period. There is a notice period of 1 month for monthly payments and the remainder of the year for annual payments.

Price Communication: Subscription prices are clearly communicated during the signup procedures. All prices are exclusive of VAT, unless otherwise stated.

Electronic Invoicing: The customer agrees to electronic invoicing. Invoices are sent by email. On request, a paper invoice can be provided, if legally allowed.

Payment Method: Payment is standardly made via automatic debit. Alternative payment methods can be agreed in consultation with the customer.

Service Suspension and Termination for Non-Payment: Afosto reserves the right to temporarily suspend access to the platform or terminate services if payments are not received within the specified payment terms. Customers will be notified in writing of any pending suspension or termination due to late payment, allowing a reasonable period to rectify the situation before action is taken.

Late Payment Penalties: In accordance with the Dutch statutory interest rate for commercial transactions, late payments will incur an interest charge. This interest is calculated from the date the payment was due until the date payment is received. The specific rate and penalties will be clearly detailed in the contract to ensure there are no ambiguities.

Cancellation of Subscriptions:

Procedure: Customers can cancel their subscription by notifying in writing via administratie@afosto.com.

Notice Period: For monthly subscriptions, a notice period of 1 month applies. For annual subscriptions, cancellation must be submitted at least 1 month before the start of the next billing cycle to prevent renewal.

After Cancellation: After a cancellation, the customer retains access to the platform until the end of the current paid period. Any additional terms around the retention of access to data after the period can also be specified here.

Invoicing of Customized Services:

Hourly Rate: Specific tasks performed at the request of the customer are invoiced at a standard rate of €150 per hour, unless expressly agreed otherwise at the start of the work.

Invoicing: These tasks are standardly invoiced retrospectively. Afosto will provide a detailed invoice with the specified hours and activities performed.

Price Changes: Afosto is entitled to make changes to the subscription prices per payment period. These changes are announced at least thirty days before they take effect by email.

Exclusion of Withdrawal Rights: It is not possible to reverse a payment by appealing to the Distance Selling Act, because the service is delivered immediately at your express request and involves digital content that is not delivered on a tangible medium.

Article 7. Force Majeure

Definition of Force Majeure: Force majeure includes any external cause, foreseen or unforeseen, over which Afosto has no control and which prevents Afosto from fulfilling its obligations. This includes, but is not limited to, natural disasters, terrorism, acts of war, government decisions, pandemics, strikes within or outside the company of Afosto, and power supply failures.

No Obligation in Force Majeure: Afosto is not obliged to fulfill any obligation towards the customer if Afosto is hindered as a result of force majeure. This does not apply if the circumstance is due to its fault, or by law, legal acts, or generally accepted practices is for its account.

Duration and Notification: Afosto will inform the customer as soon as possible about the occurrence of a force majeure situation. If this situation continues for more than two months, both parties have the right to terminate the agreement, without obligation to compensate for damages.

Invoicing of Already Fulfilled Obligations: If Afosto has already partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure, or can still fulfill them, and these fulfilled services have independent value, Afosto is entitled to invoice these services separately. The customer is obliged to pay this invoice as if it were a separate agreement.

Article 8. Warranties and Service Levels

Standard SLA: Afosto offers a standard SLA on a 'best effort' basis, meaning we strive to provide high availability and timely responses, but specific uptime percentages or response times are not guaranteed under this standard agreement.

Negotiable SLAs: At the start of the agreement, customers have the opportunity to negotiate higher service levels, which may include specific guarantees and response times. These customized SLAs are put in writing and form an integral part of the agreement between Afosto and the customer.

Technical Support: Afosto provides technical support that is accessible via email and phone during office hours. All efforts are made to respond to support requests within a reasonable time, with priority given to critical issues.

Maintenance and Updates: Regular maintenance updates are scheduled and carried out with minimal disruption to the customer. Customers are informed in advance about planned updates, with significant changes announced at least 48 hours beforehand.

Data Security: Afosto adheres to industry-standard security measures and complies with relevant data protection laws to ensure the security, integrity, and confidentiality of customer data.

Remedies for Underperformance: If Afosto fails to meet the agreed SLA terms, predefined remedies are available, such as service credits or other compensations, depending on the specific conditions of the negotiated SLA.

Article 9. Liability

General Limitation of Liability: Afosto's liability for damage under this agreement is limited to the conditions set out in this article. Afosto's financial liability shall not exceed the total sum of payments made by the customer in the preceding 12 months or, if lower, the amount paid by Afosto's insurer.

Exclusion of Liability for Incorrect Information: Afosto is not liable for damage resulting from acting based on incorrect or incomplete information provided by the customer.

Exclusion of Indirect Damage: Afosto is not liable for indirect damage, including but not limited to consequential damage, lost profits, missed savings, or damage due to business interruption, unless the damage is the result of intent or gross negligence of Afosto.

Claim Period: Claims against Afosto must be submitted within six months of the moment the damage first occurred, otherwise, the claim is deemed to have lapsed.

Article 10. Indemnity

Indemnity by the Customer: The customer indemnifies Afosto against all third-party claims arising from or related to the performance of the agreement, including but not limited to damage claims resulting from incorrect or incomplete information provided by the customer, and damage caused by unlawful use of the product or service by the customer. This only applies to the extent that the cause of the damage is not attributable to Afosto.

Guarantees on Data Carriers and Electronic Files: The customer guarantees that all data carriers, electronic files, software, and other digital materials provided to Afosto are free of viruses, defects, and other harmful components. The customer also ensures that these materials do not infringe copyright protection or otherwise violate the rights of third parties.

Procedure in Case of Warranty Breach: If it appears that the materials provided by the customer contain defects, viruses, or unlawful content, Afosto will immediately inform the customer. The customer is responsible for correcting such errors at their own expense and for compensating any damage that Afosto suffers as a result of these defects or viruses.

Article 11. Intellectual Property

Protection of Intellectual Property: Afosto retains all rights and powers arising from copyright law and other relevant intellectual property laws. This includes, but is not limited to, copyrights, trademarks, patents, design rights, and trade secrets related to software, documentation, and other materials provided by Afosto as part of the service.

Use of Acquired Knowledge: Afosto has the right to use the knowledge and experience gained during the execution of the agreement for other purposes, such as the development of new services and products. Afosto ensures that no strictly confidential information of the customer will be shared with or disclosed to third parties, unless with the express permission of the customer.

Licensing: If and to the extent that Afosto makes intellectual property rights available to customers in the form of software licenses or otherwise, these rights are subject to the specific license conditions that are agreed upon in writing. These licenses grant the customer the right to use the intellectual properties within the limits of the agreed terms and purposes.

Article 12. Confidentiality and Privacy

GDPR: Afosto conforms to the General Data Protection Regulation (GDPR). Personal data is not provided to third parties without the express written consent of the customer, unless based on a legal obligation. Upon termination of the contract, Afosto ensures the safe and complete deletion of all customer data, including any backups.

Feedback or Suggestions: Feedback or suggestions from customers may be used by Afosto to improve the service. No personal data of the customer will be made public without their consent.

Viewing Customer Data: Afosto will only view customer data if it is strictly necessary for the delivery of services or if legally required, and will process the minimum amount of data necessary.

Article 13. Applicable Law and Disputes

All legal relations between Afosto and the customer are governed by Dutch law. Disputes are preferably resolved through mediation before being presented to the court. The court in the place of establishment of Afosto is, unless legally prescribed otherwise, exclusively authorized to take cognizance of disputes. Changes in management or legal form of Afosto do not affect this agreement.

Article 14. Location and Modification of Conditions

Afosto may modify or supplement these General Terms and Conditions, whereby the changes also apply to existing agreements. The customer is informed at least 30 days in advance by email and on Afosto's website about these changes. Customers have the right to terminate the agreement before the new conditions take effect. The most recently deposited version of the conditions always applies, or the version that was in effect at the time of entering into the agreement.

Afosto Order Processing Contract (OVC)

Instructions and Responsibility

Afosto acts solely on the instructions of the customer for the processing of personal data.

The contract guarantees that Afosto performs all processing activities in accordance with the GDPR and the specific instructions of the customer.

Technical and Organizational Measures (TOM)

Afosto commits to implementing adequate technical and organizational measures to ensure the protection of the processed personal data against unauthorized access, loss, or destruction.

Use of Subprocessors

Afosto may engage subprocessors for certain tasks related to the processing of personal data, provided these subprocessors meet the data protection standards of the GDPR and of Afosto.

Data Transfer to Third Countries

The transfer of personal data to countries outside the EU/EEA must comply with legal requirements, including ensuring an appropriate level of protection or using standard contractual clauses.

Reporting Data Protection Breaches

Afosto is obligated to promptly notify the customer of any breaches of personal data and cooperate in resolving the consequences of such breaches.

Rights of Data Subjects

Afosto assists the customer in fulfilling the rights of data subjects under the GDPR, including access, rectification, and deletion of their data.

Audit and Inspections

Afosto is open to audits and inspections of their data processing practices by the customer or an external auditor, within reasonable limits and with reasonable notice.

Liability and Compensation

The contract specifies the liability of Afosto and the customer for any damage caused by violations of the GDPR.

Duration and Termination

The contract remains in effect as long as Afosto processes personal data on behalf of the customer. After termination of the contract, Afosto will delete or return all personal data to the customer, unless legal obligations require the retention of the data.

Afosto Kieler Bocht 15 C 9723 JA Groningen 050 711 95 19 www.afosto.com