1. DEFINITIONS
1. DesignSpecs: the agreement and licensor, established in Eemnes, trading under the name DesignSpecs International B.V. and registered at the Chamber of Commerce under number: 70635285.
2. Customer: the natural or legal person who has closed an agreement with DesignSpecs, uses the services, software or to whom DesignSpecs has send a quotation.
3. Services: all services that DesignSpecs offers to her customers.
4. Agreement: the agreement for the use of the services and / or the platform, including the free version.
5. Platform: the online platform developed by DesignSpecs for customers and producers.
6. License conditions: the conditions that apply to the platform developed by DesignSpecs and in which customers or/and producers get a right to use the platform of DesignSpecs.
7. Terms and Conditions: these General Terms and Conditions.8. Websites: the websites of DesignSpecs: https://www.designspecs.com and https://about.designspecs.com
2. GENERAL
1. These terms and conditions apply to all quotes, offers, accounts, services, the platform and agreements between the customer and DesignSpecs.
2. By ordering the services of DesignSpecs (including registration for the free version), the customer or producer acknowledges that he has read and accepted these general terms and conditions. The general terms and conditions can be consulted always on the DesignSpecs websites: https://www.designspecs.com and https://about.designspecs.com
3. DesignSpecs offers services to different companies, such as producers of interior products, resellers and interior designers. Although these parties and services are different, the same rules apply. Thus, when in the terms and conditions is referred to “customers” and “services” without further specification the rule can be applied to both parties and / or services.
4. DesignSpecs reserves the right to change the General Terms and Conditions at any time. DesignSpecs will provide reasonable notice through the website and / or through a communication by e-mail to existing customers. Changes required about the rules, policies, terms and / or third parties, can be made at any time. Such modifications are necessary to deliver the best possible services.
5. If any of the provisions in these general terms and conditions lose their validity or are declared void (partially or entirely), this will not in any way affect the other provisions of the general terms and conditions. In that case, the user and the other party will agree to replace the invalid or nonbinding provision by a new provision that resembles the purport and contents of the original provision as closely as possible.
6. If any situation would arise between the parties that has not been regulated in these general terms and conditions, such situation is to be assessed to the spirit of these general terms and conditions.
7. The applicability of any Terms and Conditions of the customer or other third party is expressly rejected.
8. These Terms and Conditions also apply to all agreements with the customer and DesignSpecs that are executed with the assistance of third – parties.
9. If DesignSpecs does not require strict compliance with these Terms and Conditions, this does not mean that these Terms and Conditions do not apply, or that DesignSpecs loses the right to demand strict compliance with these Terms and Conditions in other cases.
10. Deviations from these conditions are only binding if and insofar as they are confirmed in writing by DesignSpecs.
3. QUOTATIONS
1. Sent quotations in any form whatever are entirely free of obligation unless otherwise stated in writing.
2. The quotation is valid until 30 days after its date, unless DesignSpecs indicates otherwise.
3. If a quotation does not constitute acceptance within the period that is prescribed, a customer or producer cannot derive any rights.
4. If a customer or producer accepts a quote, DesignSpecs has the right to withdraw the offer within 5 working days after acceptance. If the acceptance differs to the offer set out in the quotation, DesignSpecs is not bound to those differing points. In the absence of statement to the contrary by DesignSpecs, the agreement will in that case not be formed without those different points.
5. All quotations are based on the information provided by the customer or producers. The customer or producers warrants that he in good faith will provide all relevant information. If the information is incorrect or incomplete DesignSpecs has the right to change the quotation.
6. DesignSpecs cannot be held to its offer if the customer or producer can reasonably understand that the quotation or a part thereof, contains an obvious mistake.
7. Quotations are not automatically applicable to future orders.
8. All quotations are excluding VAT and additional costs.
4. CLOSING OF AGREEMENTS
1. By registering via the website of DesignSpecs, entering an agreement with DesignSpecs and / or using the platform or services of DesignSpecs the customer or producer agrees to the these Terms and Conditions.
2. An agreement between DesignSpecs and a customer is established at the time the customer signs the offer, order confirmation or agreement and DesignSpecs accepted the signed proposal, order confirmation or agreement.
3. An agreement is also established when the customer fills out the (free version) form on the website of DesignSpecs and DesignSpecs has received full payment.
4. Also, there is an agreement if DesignSpecs on request by the customer starts with the execution of the agreement or the customer starts using the platform.
5. Only written agreements or commitments apply. Parties can’t give any rights to verbal or telephone appointments and commitments.
6. If an agreement is established verbal or by telephone the agreement is only established after it is confirmed in writing by DesignSpecs.
7. DesignSpecs is entitled, without giving any reasons, to refuse an agreement.
8. All data, information, materials and documents are part of the agreement, unless the parties have agreed otherwise in writing.
9. The customer can place orders and additional orders in the manner indicated by DesignSpecs. Each order and additional order is subject to acceptance by DesignSpecs. DesignSpecs may reject any orders in its sole discretion.
10. When the agreement comes into effect, DesignSpecs grants the customer or producer a nonexclusive, non-transferable right to use the services and platform during the term of the agreement for the number of users included in the agreement
5. SERVICES AND PLATFORM
1. DesignSpecs offers an online platform. For customers DesignSpecs is a platform where they can create the design specs for interior projects. For producers DesignSpecs is a platform where they can share and promote their products amongst designers to increase their sales. To achieve this the platform offers anintegration of various services. These services consist among other things of a product database and a design project module.
2. The customer or producers accepts that the services of DesignSpecs are a multi-tenant offering that has not been developed to meet the individual requirements of the customer or producer. The services and platform are provided “AS-IS.” To the maximum extent permitted by law, DesignSpecs disclaim all warranties express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a purpose. DesignSpecs make no commitments about the content within the services and or platform.
3. DesignSpecs disclaims any warranty that:a) the services or platform will meet the requirements of a customer will be constantly available, uninterrupted, timely, secure, or error-free;b) the results that may be obtained from the use of the services or platform will be effective, accurate, or reliable;c) the quality of the services or platform will meet the expectations of a customer;d) any errors or defects in the services or platform will be corrected.
4. Access to the services and platform implies a right by the customer/producer to use the services – at a charge. Under no circumstances does it imply a transfer of ownership of the services / platform by DesignSpecs to the customer.
6. PRICE AND PAYMENT
1. All prices are expressed in Euro unless stated differently. The prices are exclusive of VAT and exclusive of any other taxes, levies, imports, duties, charges, fees and withholdings of any nature. Payments shall be made in full without deductions. All liability in respect to payment of deductions to the (local) authorities is the sole responsibility of the customer or producers.
2. DesignSpecs may adjust the prices monthly. DesignSpecs will provide a 1-month notice through the website and / or through a communication by e-mail to existing customers or producers.
3. The prices for a customer premium account are per user.
4. Invoices and deposits must be paid within 14 days after the invoice date.
5. DesignSpecs sends her invoices digitally.
6. Any objections to the amount of the invoice amount do not suspend the customer of payment.
7. DesignSpecs may at its sole discretion offer various payment methods (e.g. credit card, iDEAL, PayPal etc.). The customer acknowledges and agrees that additional terms and conditions may apply to such payment method. The customer also acknowledges and agrees that where DesignSpecs uses the services ofa third party for offering a payment method, the terms and conditions of such third parties may apply to the customer or producer in relation to its use of such payment method. DesignSpecs has no influence on the General Terms and Conditions form the payment provider.
8. If the customer does not pay on time, the customer or producer shall be responsible for the payment of interest of 1,5% per month. The interest over the payable amount shall be calculated from the time at which the customer was held in default until the time of full and final settlement.
9. All costs reasonably incurred, arising because of extrajudicial collection of the claim shall be borne by the customer or producer.
10. The extrajudicial costs are 15% of the invoice amount. If DesignSpecs has incurred higher costs, which were necessary, these will also be borne by the customer or producer, as well as judicial and execution costs.
11. The customer is also due interest on the collection costs.
12. DesignSpecs reserves the right to have payments made by the customer extend first to all interest and costs and in the second place to the longest outstanding invoices at DesignSpecs.
13. In the event of the customer being liquidated, declared bankrupt or granted suspension of payment, the claims of DesignSpecs on the customer or producer shall become immediately due and payable.
14. In case of a jointly commissioned agreement, the customers or producers are jointly and individually liable for payment of the invoice amount.
15. If there is a delinquent on due payment, DesignSpecs reserves the right to limit the services or block access to the platform entirely without liability to the customer.
7. TERM AND TERMINATION
1. All agreements are closed for the duration of 1 year. The agreement will renew automatically, unless otherwise agreed. The period referred in this paragraph shall begin on the day DesignSpecs has confirmed the registration of the customer and the customer has received the login data unless stated otherwise by DesignSpecs.
2. After the in paragraph 1 noticed agreement period, the customer can end the agreement at the end of each one (1) year term (unless stated differently in the agreement) by e- mail with a notice period of 30 days. Terminating the agreement never results in a refund for the remaining contract period. This alsodoes not remove the responsibility to pay for outstanding invoices
3. If the customer does not fulfil his obligations from the agreement, the license terms and / or these Terms and Conditions DesignSpecs has the right to terminate the agreement in whole or in part, without any liabilities.
4. If DesignSpecs terminates the agreement because a customer or producer fails to meet his obligations, then DesignSpecs has the possibility to ceases the services. DesignSpecs will charge the remaining agreement period. DesignSpecs has also the right to block the access to the platform.
5. DesignSpecs can terminate the access to the account immediately when:
a) The customer communicates that he is unable to fulfil his payment obligations;
b) DesignSpecs becomes aware of circumstances that the customer cannot fulfil his payment obligations;
c) The customer undertaking ceases;
d) The customer is liquidated; suspension of payment is granted or is declared bankrupt.
6. In the cases provided in this article DesignSpecs is not liable to pay damages resulting from the termination of the agreement. Also, DesignSpecs will not repay already paid fees to the customer.
7. Upon termination of the agreement any fee not yet paid by the customer or producer will become immediately due and payable to DesignSpecs.
8. EXECUTION OF THE AGREEMENT
1. All services and agreements DesignSpecs will execute to the best of his knowledge and ability and in accordance with high standards and with the expertise the customer or producer can reasonably expect of DesignSpecs. DesignSpecs does not guarantee that any intended result will be achieved. DesignSpecscannot guarantee that they continually achieve the desired result agreed with her platform or services.
2. All delivery times listed are never deadlines. If the delivery time is exceeded the customer or producer must therefore issue DesignSpecs with written notice of default.
3. Given the nature of the services and for the proper performance of its agreements, DesignSpecs has the right to have third parties perform the services in whole or in part.
4. DesignSpecs is subject and bound by rules, guidelines, policies and technology of third parties. All activities are performed in accordance with the rules and guidelines of these third parties. Having regard to the provisions of this clause, DesignSpecs has the right to change or to adjust her work without thisgiving the customer the right to dissolve the agreement or without this giving right to any compensation.
5. DesignSpecs cannot vouch for the use of the results of the agreement by the customer or third parties.
9. AMENDMENTS TO THE AGREEMENT
1. If during the execution of the agreement it becomes apparent that it is necessary to make amendments or additions to the agreement, the parties shall enter into consultation in good time and amend the contract accordingly.
2. Amendments or additions in the agreement are only possible with the express and written consent of DesignSpecs.
3. Without being in default DesignSpecs may deny a request to amend or supplement to the agreement. DesignSpecs then is entitled to payment for the services done on the original agreement.
4. If it is necessary for the agreement DesignSpecs is entitled to amend the agreement.
5. If after the conclusion of the agreement, it cannot be fulfilled due to circumstances which were not known after the agreement, DesignSpecs has the right to demand that the content of the agreement is amended so that implementation of the remains of the agreement is possible.
6. If the amendment or supplement to the agreement is the result of a circumstance that can be attributed to DesignSpecs, DesignSpecs will not charge customer for this.
10. RULES OF USE
1. The customer shall not use the services for action(s) and/or behavior that exposes DesignSpecs to negative publicity.
2. The customer guarantees that the users will handle their access to platform thus obtained in a responsible manner. Customer accepts unconditionally the ultimate responsibility for any information the users add to or change on the platform.
3. Users and/or customers shall not:
a) use or attempt to use the services or platform for illegal or unlawful purposes;
b) use or attempt to use the services or platform for the purposes which are offensive, defamatory or in violation of any intellectual property rights belonging to DesignSpecs and/or any third party;
c) use or attempt to use the services or platform in any way which disrupts, restricts or interferes with the provision of the services, platform and/or its availability to other users;
d) access or attempt to access any part of the services or platform that the customer is not authorized to access and/or any data which is held within or accessible via the services or platform other than data entered by the customer and publicly available data from DesignSpecs;
e) access or attempt to access any part of the platform via automated means;
f) access, store, distribute, upload or transmit any viruses, Trojan horses, worms or any other electronic contaminants or devices;
g) reverse engineer, decompile, copy, distribute, disseminate, sub-license, modify, translate, scan, adapt or in any other way modify and/or reproduce any software or other code or script which forms part of or is accessible via the services or platform.
4. The customer shall refrain from using the services or platform for disseminating spam or facilitating spam. The customer is liable for all indirect and direct damage caused by the dissemination of spam.
5. The customer is responsible for the operation of its hardware, software, configuration, peripheral equipment and internet connections necessary to use the services or platform. The customer is responsible for taking the necessary measures to protect its equipment, software and telecommunication, Log-In Data and internet connections against viruses, cybercrime and unlawful use by third parties.
6. If DesignSpecs, at its sole discretion, feels that there is a danger to the undisturbed functioning of DesignSpecs’s infrastructure and/or of the service provision to DesignSpecs’s Customers, such as but not limited to viral infections, denial of service attacks, port scans, hacking, spam from or because of thecustomer, or otherwise, DesignSpecs may give instructions that must be followed immediately by the Customer, and has the right to suspend service provision entirely or partially as long as the particular danger exists. The customer is in default, without further notice of default being required, if theinstructions are not followed by the customer immediately.
11. AVAILABILITY OF THE PLATFORM
1. DesignSpecs is doing everything to ensure that the services and the platform are available and accessible. DesignSpecs does not guarantee:
a) The unrestricted availability and performance of the platform;
b) The reliability and uncrackable of the platform. DesignSpecs is not liable for the non-functioning, availability or accessibility of the platform.
2. The customer can never require DesignSpecs to recover lost or corrupted data which is the result of the use of the platform. Also, DesignSpecs can never be liable to pay compensation to the customer and producer for damages caused using the platform.
3. DesignSpecs can always and unannounced improve, modify, temporarily or permanently out of operation and restrict the access or prohibit the platform or parts of it. DesignSpecs cannot be held liable for this.
4. Outages or interruptions may be made by DesignSpecs when in its reasonable opinion they are necessary to facilitate improvements to or maintenance of the platform.
12. CUSTOMER’S ACCOUNTS
1. To use the platform of DesignSpecs a customer will have to register. Registering for an account is possible through the websites of DesignSpecs. After registration the customer will get an account.
2. DesignSpecs offers 2 accounts: a free version and premium account. DesignSpecs has the right to change the content or composition of the free version and premium version.
3. DesignSpecs grants the customer a non-exclusive and non-transferable right to use the platform during the term of the agreement, the number of users as stated in the agreement.
4. It is not allowed to use the platform for more than the numbers of users than agreed in the agreement.
5. DesignSpecs is not responsible / liable for the information about a product on the platform.
6. DesignSpecs is not responsible / liable for the availability of a product on the platform.
7. Every user of the customer must create a unique password which will belong to his personal information.
8. Each customer is only responsible for the protection and security of his data concerning the user account and logins, including, but not limited to, the user name and the password. The customer is assumed not to transfer this information to a third party and to immediately punish any unauthorized use as well as bring it to the attention of DesignSpecs. The Customer is solely and exclusively liable for all use of its Log-In Data by Customer, its Employees and Users. Furthermore, all actions by the Users in this context are at the Customer’s expense and risk. DesignSpecs does not accept any liability in this respect.
9. Provided credentials are not transferable and belong to the user as agreed. The user is responsible and liable for his own credentials. This information is personal and confidential.
10. The customer and / or user (s) are responsible for any abuse of his own account. If the customer and / or user suspects that an unauthorized third party has access to the software, then he must report that within 5 business days.
11. Intermediate expansion of the number of users takes place pro rata.
12. In the event of a reduction of users or products the customer shall expressly state which specific users or products must be removed, in absence whereof customer continues to owe a yearly fee for these users and/or products
13. Acceptance by DesignSpecs of a valid order by the customer or producer will activate one or multiple user accounts. A user account and accompanying login(s) provides the customer with access to the services and platform of DesignSpecs. All users have a separate login. A login belongs to one person only and may therefore not be shared with other persons.
13. PRODUCERS
1. The producer will only offer own products / brands and no products / brands from a third producer.
2. The goal of the platform is to bring customers and producers in contact with each other. DesignSpecs is not involved in a possible agreement that a customer and producer closed with each other, for example when placing an order by the customer by the producers.
3. DesignSpecs gives no guarantees regarding, for example, sales, visitor numbers etc.
4. DesignSpecs has the right to refuse to publish a product from the producer without giving a statement.
5. The producer is responsible for the correct information about the product. The producer must ensure that the given information and images are free of copyright. Producer indemnifies DesignSpecs against claims from third parties.
6. The producer is responsible for the availability, delivery, guarantees, etc. of the offered product.
14. PERSONAL DATA
1. All data entered by the customer or producer on the platform will be treated confidentially by DesignSpecs to the best of its ability and with the necessary care.
2. DesignSpecs will confine itself merely to analysing the user behavior of its customers or producers to improve its services. DesignSpecs will have no access to individual accounts of users.
3. Each customer or producer is obliged to provide confidentiality to his own input data and to ensure that this confidentiality is also observed by third parties whom he grants access to his user account.
4. DesignSpecs can under no circumstances be held liable for the loss or incorrect use of the input data of his customers.
5. DesignSpecs will only grant third parties access to the input data of his customer if it is requested to do so by law (for example: as part of a legal investigation or if it is forced to do so by a judgement of the court). Any costs or damage for DesignSpecs resulting from such access will be at the expense of the customer or producer.
6. In relation to any data that the customer has entered on the platform, the customer:a) guarantees that it will process, store and use its personal data in accordance with all applicable laws, regulations and codes of practice;b) shall comply with all its obligations as the controller and/or as processor of that data under any applicable data protection and privacy legislation, including, but not limited to, ensuring that all necessary information is provided to all data subjects whose data formed part of the data entered regarding the proposed use and disclosure of their data because of the customer’s or producer’s use of the services;c) shall ensure that it has secured all necessary consents and authorizations which are required to enable it to process and store its personal data via the platform and DesignSpecs shall have no responsibility or liability to the customer or producer to secure any required consents or authorizations on its behalf; andd) shall deal with all requests from data subjects and/or any other regulatory authority relating to the data.
15. CONSEQUENCES OF DEACTIVATION
1. If the agreement between DesignSpecs and the customer is terminated by the customer, the customer is obliged to export prior to his termination the input data he has entered at his own initiative using the available export tools.
2. If the agreement between DesignSpecs and the customer is terminated by DesignSpecs, the customer must – within the period stated by DesignSpecs when it notified the customer of the termination – export his input data using the available export tools.
3. If the customer fails to meet the provisions of this article, DesignSpecs reserves the right to keep the input data, and treat them to the best of his ability with the required confidentiality and not disclose them. However, in such case DesignSpecs is entitled to delete the input data after three months.
16. HELPDESK
1. If the customer or producer has questions about or problems with the functionality of the services, he may contact the helpdesk of DesignSpecs. The helpdesk can be reached from 9 a.m. to 5 p.m. on working. The helpdesk can be reached by e-mail ( info@DesignSpecs.com ).
2. The helpdesk will do its best to help the customer or producer to find a solution as fast as possible to any questions the customer or producer may have. However, DesignSpecs does not guarantee that any intended result will be achieved. DesignSpecs cannot guarantee that they continually achieve the desired.
3. Producers must inform DesignSpecs through the helpdesk or by e-mail (info@DesignSpecs.com) in writing of any hidden defects within one (1) month after the date of delivery of the services but at least 48 hours after they have been discovered. Such defects include – amongst others -: errors in the back-end of the website or software, database or programming errors, etc
17. LIABILITY
1. Any liability of DesignSpecs is limited to what is provided in these Terms and Conditions.
2. Under no circumstances whatsoever does DesignSpecs allow the use of its services for illegal or unlawful purposes, or for the transfer of data that are illegal, defamatory, infringes a person’s privacy, offensive, threatening, damaging or infringes a person’s intellectual property rights (non-limitative list).
3. The use of the services and the platform will be at the customer’s or producer’s own risk. The customer or producer expressly acknowledges that the services and platform provided by DesignSpecs are delivered without any statements or guarantees, explicit or implicit. DesignSpecs will therefore not provide any guarantees with respect to this service / platform or with respect to the information provided by these services.
4. The customer or producer himself will be responsible for any damage incurred to his hardware, software or wireless equipment after using the services or platform.
5. DesignSpecs is not liable for any damage of any kind incurred because it is based on incorrect and/or incomplete data provided by or on behalf of the customer or producer.
6. DesignSpecs is not liable for any loss or damage of whatsoever nature suffered by the customer or producer arising of or about any act, omission or error made by or on behalf of the customer / producer or arising from any cause beyond Design Spec’s control.
7. DesignSpecs is not liable for losses caused by acts or omissions of third parties.
8. DesignSpecs is not liable for changes in its operations, platform or services if they need to change because of a change in the technology, policies or guidelines of third parties.
9. DesignSpecs is only liable for direct losses. Direct damage is defined as:a) Reasonable costs made due to Design Spec’s faulty performance to conform to the agreement, in so far as this can be attributed to DesignSpecs;b) Reasonable costs incurred to determine the cause and extent of the damage (direct);c) Reasonable costs incurred to prevent or limit the damage, as far as customer shows that these costs have led to the limitation of direct damage.
10. DesignSpecs is not liable for indirect losses, including:a) Loss of profit;b) Missed savings;c) Consequential losses;d) Reputational losses;e) Disappointed expectations or results;f) Losses caused by business stagnation.
11. If DesignSpecs is liable for failure, untimely or improper performance of the agreement her liability is limited to a maximum of one time the amount of the fee charged by DesignSpecs to the customer for the performance of the work that has caused the loss, with a maximum of € 1000, –
12. Any liability of DesignSpecs expires after one year. Failing this will avoid any right to compensation.
13. DesignSpecs is not liable in case of force majeure.
14. The above is subject to exception in cases of intentional act or omission on par with gross negligence on the part of DesignSpecs.
18. FORCE MAJEURE
1. If, due to force majeure, DesignSpecs is unable to perform its obligations or is unreasonably hampered in the performance of its obligations, she will be entitled to suspend the performance, wholly or in part, for the duration of this force majeure or altogether, without being required to give notice or to pay anycompensation. DesignSpecs shall be entitled to terminate the DesignSpecs agreement with immediate effect by notice and without any obligation to pay the customer or producer any damages or compensation.
2. In these Terms and Conditions, force majeure is defined – in addition to that which is deemed as such by law and legal precedent – as all circumstances, foreseen or unforeseen, that are beyond the control of the user but which prevent the user from meeting his obligations. That includes strikes at DesignSpecs, his suppliers and other third parties.
3. DesignSpecs shall also be entitled to invoke force majeure if the circumstance preventing (further) compliance occurs after the user should have met her obligations.
4. If DesignSpecs at the time the force majeure has already partially fulfilled her obligations, DesignSpecs has the right to invoice the performed or executable part and the customer is obliged to pay this invoice as if it were a separate agreement, unless the executable part has no independent value.
19. INTELLECTUAL RIGHTS
1. DesignSpecs guarantees that it possesses the required licences or other intellectual property protection rights for offering its range of services.
2. DesignSpecs retains all copyrights, trademark rights or the rights it has been granted to service description, programs, drafts, texts, designs, drawings, models, photos and services it has provided, which means that the customer may not copy the services or use them for other purposes than those for whichthey are intended without the prior written consent of DesignSpecs. None of the provisions in the Agreement or Terms and Conditions can be interpreted in such a way that it results in the full or partial transfer of these rights to the Customer
3. The customer or producer is prohibited from changing, removing or making unrecognizable any notice in respect of DesignSpecs’s intellectual property rights on or in the website, platform or documentation. The customer or producer is prohibited from using or registering any of DesignSpecs’s brands, designs, logo’s or domain names or similar names or signs corresponding to these, in any jurisdiction, anywhere in the world. All use of DesignSpecs’s marks and other intellectual property, and all goodwill arising out of such use, will inure to the benefit of DesignSpecs
4. DesignSpecs is entitled to make and maintain technical measures to protect the website, platform and the documentation, including the intellectual property rights thereto, taking into consideration the agreed restrictions in the use of the website, platform and the documentation. The customer or producer is prohibited from circumventing or removing such technical measures.
20. COMPLAINTS
1. Complaints about the performance of the agreement, services, platform or invoice must be lodged in writing by the customer or producer to DesignSpecs within 5 days of the faults being established or the invoice date.
2. If the complaint period, referred to in paragraph 1 has expired, respectively the invoice data, all rights thereto expire.
3. A complaint does not suspend the customer’s or producer’s (payment) obligation other than if and insofar as DesignSpecs has informed the customer or producer in writing that she regards the claim as being well founded.
4. If the customer or producer complaint is well-founded, DesignSpecs has the possibility to repay a proportion of the invoice, improve or re-execute the work, or re-implement all or part of the agreement or work.
5. DesignSpecs has no influence on a customer or producer. Any complaints about the customer or producer are not taken into consideration by DesignSpecs, nor can DesignSpecs be held liable.
21. LICENCE CONDITIONS
1. The platform from DesignSpecs (including the free account) should be used according to these license conditions. The customer or producer obtains a non-exclusive and non-transferable right to use the platform of DesignSpecs. The granted license may be terminated by DesignSpecs at any time. Thecustomer or producer may only use the for strictly internal use within his own organization.
2. It’s not allowed to provide the platform or an account to third parties to adjust the platform decode, copy or abuse the platform in any way. You must vouch for the adequate protection of the access to the platform.
3. If the customer or producer infringes these license terms, he forfeits to DesignSpecs an immediately claimable – and not amenable to reduction – penalty of € 5000, – per violation, without prejudice to DesignSpecs to claim compensation for all damages.
4. It’s forbidden to hiring, lending, public presentation, performance or broadcasting or any other kind of distribution of the platform or account. Except as permitted by applicable law, the customer or producer will not change, analyse it with the using of a reverse engineering, decompile or disassemble the platform in whole or in part.
5. Each account shall be associated with one (1) person. An account cannot be shared or used by more than a one person.
6. The customer shall not:a) license, sub-license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the platform or the content in any way;b) modify or make derivative works based upon the platform;c) “frame” or “mirror” any Content on any other server or wireless or Internet-based device;
7. The customer may use the software only for his own internal business purposes and shall not:
a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
b) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights;
c) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;d) interfere with or disrupt the integrity or performance of the platform or the data contained therein;e) attempt to gain unauthorized access to the platform or its related systems or networks.
22. OTHER
1. Any local translation of the DesignSpecs Online Terms and Conditions is provided for convenience only; in case of differences between the English version and a local translation of the DesignSpecs Online Terms and Conditions the English version shall prevail.
2. The agreement with DesignSpecs, including these Terms and Conditions, are governed by and interpreted in accordance with the laws of the Netherlands exclusively. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) do not apply.
3. Disputes will be resolved exclusively by the courts of the court district where DesignSpecs has its registered office.
4. All disputes between DesignSpecs and a customer / producer shall not refer a matter to court until they have done their utmost to resolve the dispute in mutual consultation.
5. The parties have the right to submit the dispute to an independent arbitration institute or mediator. The decision of an independent arbitration is binding for the parties. English shall be the language to be used in the arbitration proceeding unless otherwise agreed between the parties.