Terms of Service

Chapter 1 – General Provisions

Article 1. Definitions

In these Terms of Service, the following terms are defined as:

• Terms of Service: These General Terms and Conditions.
• BlueZebra: BlueZebra B.V., registered with the Chamber of Commerce in The Hague under number 59330503.
• Client: The party that engages BlueZebra for services.
• Agreement: These Terms of Service together with the service description and any supplementary conditions applicable to the relationship between BlueZebra and Client.
• SaaS Service: The online software services made available by BlueZebra via the internet, including but not limited to PriceList Heaven.
• Services: The services to be performed by BlueZebra, including deliveries of goods and/or services.

Article 2. Applicability

• These Terms of Service apply to all services provided by BlueZebra.
• Any general or purchase conditions of the Client are explicitly rejected.
• Deviations from these terms are only valid if agreed upon in writing.

Article 3. Formation and Duration of Agreement

• The agreement is formed when the Client confirms the order (verbally, in writing, electronically, or implicitly) or when services commence.
• The agreement is entered into for a definite period unless the nature, content, or purpose of the services indicates an indefinite period.

Article 4. Content of Agreement / Priority in Case of Conflict

• The agreement forms the basis of all arrangements between BlueZebra and Client regarding the services.
• Changes or amendments to the agreement must be made in writing and signed by authorized representatives of both parties.
• In case of conflict between different parts of the agreement, the service description prevails over these Terms. Supplementary conditions prevail over these General Terms.

Chapter 2 – Execution and Obligations

Article 5. Execution of Services

• BlueZebra will make its best efforts to perform the services in accordance with written agreements and procedures.
• BlueZebra determines the manner and persons by whom services are executed. BlueZebra may replace assigned persons with persons of equal or comparable expertise.
• If services are performed in phases, BlueZebra may postpone subsequent phases until the Client has accepted previous phase results in writing and paid all due amounts.
• Deadlines are only fatal deadlines if explicitly agreed. Agreements cannot be terminated due to delays, and BlueZebra is not liable for damages caused by delays.
• Services or performances outside the agreed scope will be charged according to BlueZebra's standard rates.
• BlueZebra may engage third parties in executing services. Client may only engage third parties after reaching agreement with BlueZebra.
• Upon completion, BlueZebra may provide written advice, reports, or presentations. Written final advice/reports prevail. Clients cannot rely on draft or interim deliverables.
• BlueZebra is not obligated to update advice or reports following events after delivery of the final version.
• Advice, opinions, expectations, and recommendations cannot be construed as guarantees regarding future events or circumstances.

Article 6. Client Obligations

• The Client will provide all cooperation and relevant documents that BlueZebra reasonably requires for proper service execution, in a timely manner and in the desired format.
• If BlueZebra works on-site or uses Client's systems, the Client must provide (at own expense) necessary access, security procedures, virus controls, facilities, permits, and adequate workspace.
• The Client must promptly inform BlueZebra of facts and circumstances relevant to proper service execution.
• The Client guarantees the accuracy, completeness, reliability, and legality of data and documents provided to BlueZebra.
• BlueZebra is not liable for Client's damages resulting from delayed or incorrect information or misrepresentation of facts.
• Extra costs and fees arising from delays due to Client's failure to provide required information or cooperation are borne by the Client.

Article 7. Client's Own Responsibility

Notwithstanding BlueZebra's obligations, the Client remains responsible and liable for:

• Management and operation of their business and business activities
• Decisions regarding reliance on BlueZebra's advice and recommendations, and their use and implementation
• Decisions that influence the services and their outcomes

Chapter 3 – Confidentiality, Intellectual Property and Conflicts

Article 8. Confidentiality

• BlueZebra is obligated to maintain confidentiality of Client's confidential information to third parties, except those involved in service execution.
• This obligation does not apply when disclosure is required by law, regulatory requirements, professional obligations, or court order.
• BlueZebra may not use Client information for purposes other than those for which it was obtained, except in legal proceedings where such information is relevant.
• Without prior written consent, the Client shall not publish content of reports, advice, or other communications from BlueZebra not intended for third parties.
• Without prior written consent, the Client shall not make statements about BlueZebra's approach or methods.
• The Client shall use BlueZebra's quotations and embedded knowledge solely for evaluating engagement.
• Both parties will impose confidentiality obligations on third parties they engage.
• BlueZebra reserves the right to use Client's name for advertising and reference purposes, indicating type of services performed and publicly known details.
• BlueZebra may confidentially share information about the Client and services with other BlueZebra partners (including other jurisdictions) to build a shared database of best practices and knowledge.

Article 9. Intellectual Property

• BlueZebra retains all rights to intellectual property it uses or develops during service execution.
• The Client is expressly prohibited from reproducing, disclosing, or exploiting products including computer programs, system designs, methods, advice, contracts, and other intellectual products of BlueZebra.
• BlueZebra is entitled to use, further develop, and exchange knowledge, experience, and general skills acquired from services with other BlueZebra partners.

Article 10. Knowledge and Conflicts

• Service team members cannot be expected to have knowledge of facts known to other persons within BlueZebra.
• BlueZebra is free to provide services to parties with competing or conflicting interests, except where interests specifically and directly compete or conflict regarding the underlying matter.
• If the Client becomes aware that BlueZebra advises or intends to advise a specifically and directly conflicting party, the Client must inform BlueZebra immediately.

Chapter 4 – Financial Provisions

Article 11. Fees and Payment

• BlueZebra invoices based on fees, costs (including third-party costs), and applicable taxes. These are charged monthly, quarterly, annually, or upon completion unless otherwise agreed.
• Fees are not dependent on service outcomes but are based on responsibility, seniority, expertise, time spent, and complexity of services.
• Costs include direct costs plus an amount covering indirect expenses.
• Invoiced amounts may differ from earlier estimates or quotations.
• Payment must be made within fifteen (15) days of invoice date, without deductions, discounts, or set-offs. Late payment incurs statutory commercial interest from the due date.
• All reasonable legal and extrajudicial collection costs are borne by the Client.
• If Client's financial position or payment behavior warrants, BlueZebra may require advance payment and/or security. Failure to provide security allows BlueZebra to suspend services and claim immediate payment of all amounts due.
• For joint assignments, all clients are jointly and severally liable for payment.

Article 12. Complaints

• Complaints regarding services or invoices must be submitted in writing within sixty (60) days of the transmission date, or within sixty (60) days of discovery if the Client proves they could not reasonably have discovered the defect earlier.
• Complaints do not suspend payment obligations.
• For valid complaints, BlueZebra chooses between fee adjustment, free correction/re-performance, or partial/complete non-performance with proportional restitution.

Article 13. Early Termination

• Either party may terminate the agreement in writing with thirty (30) days' notice. If Client terminates, Client must compensate all BlueZebra damages and costs, including costs made, investments, and capacity loss.
• BlueZebra may also terminate immediately in case of unforeseen circumstances (force majeure).
• Both parties may dissolve the agreement only if the other party is attributably in default of a material obligation.
• Upon termination, BlueZebra retains entitlement to payment for services already performed and possibly still to be performed. This becomes immediately and fully payable upon termination.

Chapter 5 – Liability and Indemnification

Article 14. Liability

• BlueZebra will perform services with due care. BlueZebra is only liable if the Client proves damages were caused by a material error by BlueZebra.
• BlueZebra's liability is limited to one (1) times the fees owed under the agreement, except in case of intent or gross negligence by BlueZebra's management. For multiple clients, total payment does not exceed one times the fees.
• Liability for indirect damages (including lost profits, missed savings, business interruption) is excluded, except for intent or gross negligence by management.
• Apart from cases in Articles 14.1-14.3, BlueZebra has no obligation to compensate damages.
• BlueZebra will exercise due care when engaging third parties but is not liable for their errors/shortcomings, except for subcontractors acting under BlueZebra's responsibility.
• Liability limitations benefit both BlueZebra and its service team members.

Article 15. Indemnification

The Client indemnifies BlueZebra against all third-party claims arising from or related to services performed for the Client, unless these claims result from intent or gross negligence by BlueZebra's management. The indemnification covers all damages and legal costs BlueZebra incurs, and extends to service team members and other partners engaged by BlueZebra.

Chapter 6 – Privacy and Communication

Article 16. Protection of Personal Data

• BlueZebra may process personal data of the Client and/or persons working for or connected to the Client in the context of services or legal obligations.
• BlueZebra may also process personal data for service support and to communicate information and services.
• Processing of personal data by BlueZebra complies with applicable data protection laws and regulations.
• The Client has an independent obligation to comply with data protection laws. The Client indemnifies BlueZebra against all claims related to the Client's non-compliance, including all damages and costs.

Article 17. Email and Internet Use

Communication via email involves risks including distortion, delay, interception, manipulation, and viruses. BlueZebra is not liable for damages resulting from email/internet use. In case of doubt about email content or transmission, data extracts from BlueZebra's computer systems are decisive.

Chapter 7 – SaaS Services

(PriceList Heaven and other SaaS services to be developed)

Article 18. Applicability

• This chapter applies to the use of online software services ("SaaS Services") made available by BlueZebra via the internet, including but not limited to PriceList Heaven.
• Where provisions in this chapter deviate from or supplement other articles of these Terms, this chapter's provisions prevail.

Article 19. Use and License

• BlueZebra grants the Client a non-exclusive, non-transferable right to use the SaaS Service during the agreement term, solely for internal business purposes.
• The Client is not permitted to copy, decompile, trade, or otherwise make the SaaS Service available to third parties without prior written consent.
• BlueZebra retains ownership of all software, source code, documentation, and intellectual property rights related to the SaaS Service.

Article 20. Subscription, Term and Termination

• The SaaS agreement is entered into for an indefinite period unless otherwise agreed, and is automatically renewed for one (1) month or one (1) year depending on the chosen subscription plan.
• The Client may cancel in writing with thirty (30) days' notice before the end of the current subscription period.
• BlueZebra may (temporarily) block access or terminate the agreement if the Client fails to pay, misuses the service, or otherwise breaches the agreement.
• After termination, Client data remains available for export for thirty (30) days; thereafter BlueZebra may delete the data.

Article 21. Service and Availability

• BlueZebra strives for 99% availability of the SaaS Service per month, excluding scheduled maintenance.
• Maintenance work that may affect availability will be announced in advance where possible.
• BlueZebra will make efforts to resolve malfunctions and technical issues as quickly as possible.
• BlueZebra does not guarantee uninterrupted or error-free operation of the SaaS Service.

Article 22. Data and Security

• Data entered by the Client remains the Client's property.
• BlueZebra treats this data as confidential and will only use it for executing the SaaS Service.
• BlueZebra implements appropriate technical and organizational measures to secure data against loss or unauthorized access.
• Processing of personal data complies with applicable laws and BlueZebra's privacy statement.
• If required under GDPR, parties will enter into a separate data processing agreement.

Article 23. Use and Limitations

• The Client shall not use the SaaS Service in a manner that could damage BlueZebra, other users, or third parties.
• It is prohibited to use the SaaS Service to store or distribute unlawful, discriminatory, or infringing data or content.
• BlueZebra may take measures (including account blocking) in case of misuse or violation.

Article 24. Liability for SaaS Services

• BlueZebra is not liable for damages from temporary unavailability, data loss, or indirect damages, unless there is intent or gross negligence by management.
• Total liability from or related to the SaaS Service is limited to amounts paid by the Client during the six (6) months preceding the damage-causing event.

Article 25. Service Modifications

• BlueZebra may adjust or improve the functionality or technical characteristics of the SaaS Service, provided core functionality is maintained.
• If a change has significant impact on usage, BlueZebra will notify the Client in a timely manner.

Chapter 8 – Miscellaneous Provisions

Article 26. Confidentiality, Storage and Ownership of Records

BlueZebra maintains records regarding the Client's assignment. BlueZebra takes appropriate measures to ensure confidentiality and safe storage of records, retaining them for a period acceptable for professional practice and compliant with legal retention requirements. Records remain BlueZebra's property.

Article 27. Statute of Limitations

Unless otherwise specified, all claims and powers of the Client against BlueZebra expire after one (1) year from the moment the Client became aware or could reasonably have become aware of these rights and powers.

Article 28. Independence

BlueZebra is obligated to comply with independence requirements of national and international regulators. To enable this compliance, the Client must, upon request, promptly, accurately, and fully inform BlueZebra about legal structure, ownership relationships, financial interests and participations, and all other (financial) collaborative relationships.

Article 29. Non-Solicitation

During service execution and for one (1) year after termination, neither party may employ or engage persons involved in the services from the other party, or negotiate with such persons, without prior written consent (not to be unreasonably withheld).

Article 30. Anti-Money Laundering (WWFT)

Under Dutch Anti-Money Laundering and Counter-Terrorism Financing Act (WWFT), BlueZebra is obligated to report unusual transactions identified during regular activities. BlueZebra must also conduct client due diligence, including identification and verification before commencing services. BlueZebra may request Client cooperation for this due diligence.

Article 31. Survival

All rights and obligations arising from the Agreement that are intended by their nature to continue after termination remain in full force between BlueZebra and Client after termination.

Article 32. Transfer

Neither party may transfer rights and obligations arising from or related to the Agreement to a third party without written consent from the other party.

Article 33. Applicable Law and Jurisdiction

Dutch law applies to the Agreement. All disputes arising from or related to the Agreement fall under the exclusive jurisdiction of the competent court in the district where BlueZebra is located. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) does not apply.

Contact

For questions about these Terms of Service, please contact us at: legal@pricelistheaven.com