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Conditions
Use and delivery Terms & Conditions of Livedesk
  1. Definitions
    1. Licensee: The natural or legal person, acting in the exercise of a profession or business, which closed an Agreement with the Licensor.
    2. License: By the Licensor under the agreement given user right to use the application Livedesk, subject to the provisions of the Agreement.
    3. Script code: The code that is made available by the Licensor to the Licensee and that the Licensee can use the application Livedesk.
    4. Agreement: Any offer or agreement with the Licensor, which aims to deliver a license and to which these Terms and Conditions apply.
    5. Licensor: The provider of the License, Livedesk BV, based in Amsterdam, registered under number 342.91.938 at the Chamber of Commerce, Haarlem.

  2. Relevance and change in Terms & Conditions.
    1. These Terms & Conditions apply to any agreement that is signed with the Licensor, unless it is deviated into an Agreement. Other conditions do not apply explicitly to any Agreement that is signed with the Licensor.
    2. The Licensor reserves the right to modify or add the General Terms and Conditions. The Licensee will be informed of changes at least thirty days before effect. If the licensee does not agree with the amendment, the Licensee, until the date of effect of the amendment, has the power to terminate the Agreement at the date of the amended Terms and Conditions are use.

  3. License conditions
    1. The Licensor grants to the Licensee a non-exclusive and non-transferable license on the Livedesk application for the duration of the Agreement. This license includes only the powers which were granted in the Agreement.
    2. The Licensee may only use the license for own business or professional activities. It is not allowed for the Licensee to sub licensing the obtained license to third parties or in any other way gives the opportunity to use the application.
    3. The Licensee is obliged to carefully use and manage the license of the application, in compliance with instructions or directions of the Licensor. Licensor is entitled to, at all times give additional conditions or instructions.
    4. The Licensor declares and warrants that they are authorized and entitled to grant the rights defined in the Convention to the licensee. The Licensor shall indemnify the Licensee against claims by third parties on basis of infringement or any intellectual property right by the application, except where a breach is caused by improper use of the license by the Licensee.
    5. The Licensee shall indemnify the Licensor for all claims by third parties for any damage that is caused by the wrongful or inaccurate use of the license by the Licensee.

  4. Delivery and delivery time
    1. Delivery of the Script code is made within three days after acceptance of the payment made by the Licensee. If the parties have agreed periodic payment, the Licensor will send the Script code within three days after acceptance of the first regular payment by the Licensee. The Licensor can assist and provide additional support to implementation and use of the application to the Licensee at an additional charge. In that case, the delivery date will be determined in consultation with the Licensee .

  5. Prices and Payment conditions
    1. All named and agreed prices are exclusive VAT, unless otherwise stated.
    2. The Licensor has the right to change rates. These changes are at least two months before effect published. The Licensee is entitled to terminate the Agreement at date when the change is in effect.
    3. The Licensee is obliged to pay for the license within thirty days after the invoice date. The fees are exclusive of regulatory requirements resulting from laws and taxes.
    4. The Licensor sends the Licensee, if they have chosen for a periodic payment, at each term of payment an invoice.

  6. Decommissioning of the application
    1. The Licensor has the right to make the application Livedesk (temporarily) inaccessible to the licensee, if the Licensee attributable lacking in the fulfilment of any obligation under the Agreement. The Licensor will give the Licensee prior notification, unless this may not be required of the Licensor in judiciousness. The obligations of the Licensee under the Agreement, in particular the commitments, continue to exist during the short period that the application is not accessible.
    2. The Licensor can make the application for the Licensee again accessible, if the Licensee within a prescribed period has fulfilled its obligations and transferred an amount of € 250,- for granting access to the application.

  7. Intellectual property rights
    1. All intellectual property rights on the application Livedesk or by the Licensor provided ideas, concepts or (test) designs remain fully as property of the Licensor, unless otherwise expressly agreed in writing. By violations of intellectual property rights, the Licensor is entitled to establish a reasonable fee to charge the Licensee.
    2. The Licensor reserves the right to use knowledge acquired by implementation of work for other purposes, provided that it does not involve confidential information from the agreements to third parties.

  8. Reporting shortcomings
    1. Licensee needs to inform the Licensor of defects in the License or the Script code no later than eight days after delivery. For not reporting on time, the Licensor is not bound to restore any flaws in the license or the Script code.
    2. The Licensor will when a lack is timely reported assist with reasonable efforts to solve the problem as soon as possible. Defects do not suspend the obligations of Licensee under the Agreement, in particular the payment obligations.

  9. The Licensor is not liable for any damages arising from the Agreement or the License, unless otherwise stated in this article.
    1. The Licensor is only liable for direct damage of the Licensee, caused by a Licensor shortcoming of a wrongful act or omission by the Licensor, for no more than the amount that is paid by Licensee for the license for one year.
    2. The Licensor cannot be liable in any way for shortcomings in the services of third parties, including failures or blockages in network connections or other connections, that prevents the licensee to use the License.
    3. The Licensor is not liable for damage caused by transmission of confidential information. The Licensor is not liable for any failure or not adequately protect confidential information or to abuse by third parties.
    4. The Licensee is fully liable for any third-party claims arising from any infringement by the Licensee of the provisions in Article 3.
    5. The Licensee shall be counted liable for any damage that the Licensor may suffer as a result of a Licensee shortcoming in the fulfilment of its obligations under the Agreement.

  10. Force majeure
    1. Force majeure is defined as any external causes that were not reasonably foreseeable and as a result of which the Licensor is unable to fulfil its obligations to the Licensee. If compliance within 30 days has become impossible by force majeure, the Licensor no longer bound by its obligations under the Agreement. Parties in this case have the possibility to terminate the Agreement.

  11. Other
    1. It is the Licensee not allowed to transfer his rights or obligations to third parties under the Agreement without the prior written consent of the Licensor.
    2. The Licensee is obliged to notify directly in written the Licensor of changes in the information of the Licensee.
    3. If one or more (parts of) these articles of the Terms & Conditions are destroyed or declared invalid, the remaining provisions of Terms & Conditions shall remain in full force and the Licensor and the Licensee shall discuss new provisions to replace the destroyed or invalid provisions to be agreed, as far as possible the purpose and scope of destroyed or invalid provisions must be respected.
    4. Duration and termination of the agreement.
    5. The Agreement is concluded for an indefinite period. The Agreement may, after a minimum period of one year be terminated in written, subject to a notice period of two months.
    6. The Licensor has the right to terminate the agreement without notice or judicial intervention to end with immediate effect, if: (a) The Licensee is declared in a state of bankruptcy, suspension of payments has requested or otherwise lost free control or management over its assets, (b) The Licensee to one or more of its obligations to the Licensor not or not fully complies with or contravenes any provision of this Agreement, (c) The Licensee uses the license in a way contrary with the provisions of the Agreement. The Licensor is under this Article when termination of account not required to compensate for any damage that the Licensee consequently suffer.
    7. The Licensee is obliged when cessation or termination of the Agreement to remove within eight days the Script code of its website(s).

  12. Dispute resolution and applicable law
    1. Terms & Conditions are applicable on the Dutch law.
    2. Disputes are brought to the authorized Dutch court in Amsterdam .