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Terms of Service

Article 1. Definitions

1.1 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 for the performance of its services.

1.2 Client: Any natural or legal person using the Afosto platform, whether it is a commercial entity, a non-profit organization, or an individual consumer.

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

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

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

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

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

Article 2. General

2.1 Applicability:

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

2.2 Rejection of Other Terms:

  • Terms set by the client are not accepted unless they have been explicitly approved and agreed upon in writing by Afosto.

2.3 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 fully in force. Afosto and the client will then consult to formulate new provisions that respect the original intentions as much as possible.

2.4 Interpretation:

  • In case of ambiguity regarding the interpretation of these terms, the interpretation will take place in the spirit of the relevant provisions. This also applies to situations that are not directly addressed in the terms.

2.5 Flexibility in Enforcement:

  • The non-enforcement of strict compliance with these terms by Afosto does not mean that these terms are considered non-applicable or that the right to strict compliance in other cases is waived.

2.6 Changes in Terms:

  • Afosto reserves the right to amend these general terms and conditions. Changes become effective 30 days after publication on our website and are also communicated to clients by email.

2.7 Contract Duration:

  • The minimum contract duration for any Afosto component is 1 month. This period is automatically extended by one month each time, unless otherwise agreed.

Article 3. Description of Services

3.1 Services:

  • Afosto offers its clients Software as a Service (SaaS). This means that Afosto ensures the availability, maintenance, and updating of the software platform and its included components.

3.2 Platform Functionality:

  • Afosto ensures the proper functioning of the platform, which means that the platform will work as reasonably described in the user documentation and will function properly under normal use conditions.

3.3 Use and Data Input:

  • Afosto is not responsible for the operational use of the platform by the client, nor for the quality and accuracy of the data entered by the client.

3.4 ICT Infrastructure:

  • The responsibility for supporting the client's ICT infrastructure lies with the client. Afosto does not provide support for local hardware or network configurations.

3.5 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.

3.6 Technical Support:

  • Afosto provides technical support for the use of the platform. This support includes assistance with technical issues related to the functionality of the platform and support for updates.

3.7 Additional Services:

  • Afosto may offer the use of additional services that are not included in the basic subscription. These services are offered under additional terms, which must be agreed upon separately.

Article 4. The Client

4.1 Client Cooperation:

  • The client is expected to provide reasonable cooperation, which includes timely provision of 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.

4.2 Responsibilities and Penalties:

  • Deliberately discrediting Afosto, failing to fulfill contractual obligations, or causing damage through improper use and providing incorrect information may result in financial recovery from the client.

4.3 Unlawful Use and Abuse:

  • Definition: Unlawful use and abuse include, but are not limited to, the distribution of malware, engaging in illegal activities through the platform, and violating the usage rights of the software.
  • Usage Restrictions and Termination: Afosto reserves the right to temporarily block an account or, in severe cases, terminate a contract if unlawful use or abuse by the client is established.
  • Procedure: Before an account is blocked or a contract is terminated, Afosto will notify the client and, if applicable, provide a period to correct the violation. In the case of blocking or termination, the specific reasons will be communicated to the client in writing.

Article 5. Payment Terms

5.1 Invoicing:

  • Invoicing for leasing the software can take place on account, via iDEAL, or through direct debit, depending on the client's preferences and the agreed terms.

5.2 Subscription Duration:

  • A subscription has a duration of one month or one year, as specified during the registration procedures.

5.3 Renewal and Notice Period:

  • After the agreed subscription period (section 2), the agreement is tacitly renewed for the same period each time. There is a notice period of 1 month for monthly payments and the remainder of the year for annual payments.

5.4 Price Communication:

  • Subscription prices are clearly communicated during the registration procedures. All prices are exclusive of VAT unless otherwise stated.

5.5 Electronic Invoicing:

  • The client agrees to electronic invoicing. Invoices are sent by email. On request, a paper invoice can be provided if legally permitted.

5.6 Payment Method:

  • Payment is generally made via direct debit. Alternative payment methods can be agreed upon in consultation with the client.

5.7 Canceling Subscriptions:

  • Procedure: Clients can cancel their subscription by giving written notice 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 avoid renewal.
  • Post-Cancellation: After cancellation, the client retains access to the platform until the end of the current paid period. Any additional terms regarding data retention after the period can also be specified here.

5.8 Invoicing of Customized Services:

  • Hourly Rate: Specific work requested by the client is billed at a standard rate of €150 per hour unless expressly agreed otherwise at the start of the work.
  • Invoicing: This work is generally invoiced afterward. Afosto will provide a detailed invoice specifying the hours and activities performed.

5.9 Price Changes:

  • Afosto is entitled to change subscription prices per payment period. These changes will be announced at least thirty days before taking effect via email.

5.10 Exclusion of Right of Withdrawal:

  • It is not possible to undo a payment by invoking the Distance Selling Act, as the service is delivered immediately at your express request and concerns digital content that is not delivered on a tangible medium.

Article 6. Force Majeure

6.1 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 inside or outside Afosto's business, and power outages.

6.2 No Obligation in Case of Force Majeure:

  • Afosto is not obliged to fulfill any obligation towards the client if Afosto is hindered from doing so due to force majeure. This does not apply if the circumstance is attributable to its fault or is for its account by law, legal action, or generally accepted practice.

6.3 Duration and Notification:

  • Afosto will inform the client as soon as possible about the occurrence of a force majeure situation. If this situation lasts longer than two months, both parties have the right to terminate the agreement without any obligation to pay damages.

6.4 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 client is obliged to pay this invoice as if it were a separate agreement.

Article 7. Warranties and Service Levels

7.1 Service Level Agreement (SLA):

  • Standard SLA: Afosto offers a standard SLA on a 'best effort' basis, which means that 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 option to negotiate higher service levels, which may include specific guarantees and response times. These customized SLAs are recorded in writing and form an integral part of the agreement between Afosto and the client.

7.2 Technical Support:

  • Afosto provides technical support that is accessible via email and telephone during office hours. Every effort is made to respond to support requests within a reasonable time, with priority given to critical issues.

7.3 Maintenance and Updates:

  • Regular maintenance updates are planned and carried out with minimal disruption to the client. Clients are timely informed about planned updates, with significant changes announced at least 48 hours in advance.

7.4 Data Security:

  • Afosto adheres to industry-standard security measures and complies with relevant data protection laws to ensure the security, integrity, and confidentiality of client data.

7.5 Remedies in Case of Underperformance:

  • If Afosto fails to comply with the agreed SLA conditions, predefined remedies are available, such as service credits or other compensations, depending on the specific terms of the negotiated SLA.

Article 8. Liability

8.1 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 will not exceed the total amount paid by the client in the preceding 12 months or, if lower, the amount paid out by Afosto's insurer.

8.2 Exclusion of Liability for Incorrect Information:

  • Afosto is not liable for damage resulting from actions based on incorrect or incomplete information provided by the client.

8.3 Exclusion of Indirect Damage:

  • Afosto is not liable for indirect damage, including but not limited to consequential damage, lost profit, missed savings, or damage due to business interruption, unless the damage is due to intent or gross negligence on the part of Afosto.

8.4 Claim Period:

  • Claims against Afosto must be submitted within six months of the occurrence of the damage, otherwise, the claim is deemed to have lapsed.

Article 9. Indemnification

9.1 Indemnification by the Client:

  • The client indemnifies Afosto against all claims from third parties arising from or related to the execution of the agreement, including but not limited to damage claims resulting from incorrect or incomplete information provided by the client, and damage caused by unlawful use of the product or service by the client. This applies only insofar as the cause of the damage is not attributable to Afosto.

9.2 Guarantees on Carriers and Electronic Files:

  • The client guarantees that all carriers, electronic files, software, and other digital materials provided to Afosto are free of viruses, defects, and other harmful components. The client also assures that these materials do not infringe copyright protection or otherwise violate the rights of third parties.

9.3 Procedure in Case of Warranty Violation:

  • If it turns out that the materials provided by the client contain defects, viruses, or unlawful content, Afosto will immediately inform the client. The client is responsible for promptly correcting such errors at their own expense and for compensating any damage suffered by Afosto as a result of these defects or viruses.

Article 10. Intellectual Property

10.1 Protection of Intellectual Property:

  • Afosto retains all rights and powers arising from the Copyright Act 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.

10.2 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 client will be shared with or disclosed to third parties without the express consent of the client.

10.3 Licensing:

  • If and to the extent that Afosto makes intellectual property rights available to clients in the form of software licenses or otherwise, these rights are subject to the specific licensing terms agreed upon in writing. These licenses grant the client the right to use the intellectual properties within the agreed terms and purposes.

Article 11. Confidentiality and Privacy

11.1 GDPR:

  • Afosto complies with the General Data Protection Regulation (GDPR). Personal data will not be provided to third parties without the express written consent of the client, unless based on a legal obligation. Upon termination of the contract, Afosto ensures the safe and complete removal of all client data, including any backups.

11.2 Feedback or Suggestions:

  • Client feedback or suggestions may be used by Afosto to improve the service. No personal data of the client will be disclosed without their consent.

11.3 Accessing Client Data:

  • Afosto will only access client data if strictly necessary for providing services or if legally required, and will process the minimum amount of data necessary.

Article 12. Applicable Law and Disputes

12.1 All legal relationships between Afosto and the client are governed by Dutch law. Disputes are preferably resolved through mediation before being brought before the court. The court in the district where Afosto is established has exclusive jurisdiction to hear disputes unless otherwise prescribed by law. Changes in management or legal form of Afosto do not affect this agreement.

Article 13. Location and Changes of Terms

13.1 Afosto may amend or supplement these General Terms and Conditions, and the changes also apply to existing agreements. The client will be informed of these changes at least 30 days in advance via email and on the Afosto website. Clients have the right to terminate the agreement before the new terms take effect. The most recently filed version of the terms or the version that applied at the time of the agreement always applies.

Contact Information Afosto

Afosto
Kieler Bocht 15 C
9723 JA Groningen
The Netherlands
+31 (0)50 711 95 19
www.afosto.com