TERMS OF SERVICE ZMERCE 2016-1.4
These general terms of delivery 2016 09 19 CF/ terms of Service ZMERCE 2014/2015/2016 1.4 apply to all offers and contracts where zMerce delivers software, software suites, documentation or services to customers unless parties have expressly agreed otherwise in writing.
Article 2 - Definitions
In these terms we use the following definitions:
2.1 Software: Software programs online, over the internet or on carriers and any related documentation, which zMerce as an application service provider to the user a license or right to use, free and well paid, has granted.
2.2 Documentation: Delivered to the user by ZMerce online and / or digital information describing the operation and use of the software.
2.3 Licence: The right of the user of the software in accordance with the provisions of these terms to use the software.
2.4 Internet: how user via an ISP (Internet service provider) to connect to the software zMerce.
2.5 ISP: Internet service provider or an organization or individual who provides services on or through the Internet
2.6 Application service provider, a company that provides the ability to use business software over the internet
Article 3 - User licence
3.1 ZMerce grants user license to use the software. ZMerce grants users online access to the server on which the software is installed.
3.2 The license referred to in Article 3.1 is exclusive and non-transferable to third parties.
3.3 User is not authorized to make changes or modifications to the software or to remove any technical measures to protect the software.
3.4 The user is expressly prohibited to provide account information and access data such as usernames and passwords to third parties unless otherwise agreed in writing.
Article 4 - Length
These delivery terms apply indefinitely, starting on the date of providing online access to the software, unless otherwise agreed.
Article 5 - Delivery and installation
5.1 Access to the software is done through user self-registration through the relevant online pages of zMerce on www.zMerce.com.
Article 6 - Warranty
6.1 ZMerce warrants for a period from the date of delivery of the software to the date of termination using the software:
a. the software includes the features mentioned in the documentation;
b. that the software is functioning in the manner as indicated in the documentation.
6.2 The warranty is void if the user makes changes to the software and / or installation of the software is not performed in the manner described in the documentation and / or does not properly operate the software as described in the documentation.
6.3 zMerce is not responsible for poor performance of the software that come from Internet connections via ISPs. Said Internet connections do not fall under the responsibility of zMerce.
6.4 zMerce is not responsible for poor performance of the software supplied by malfunctioning - or less well-functioning - or outdated system software on user's computer.
Article 7 - Liability
7.1 ZMerce or its management employees do not accept any liability for damages resulting from or related to the defect and / or application software, unless the damage caused by intent or gross negligence of zMerce.
7.2 User may be liable for damages resulting from negligence on careful management of his account and the associated data.
7.3 zMerce reserves the right to block access to the account temporarily or completely if the behavior of users in terms of care and privacy give rise to this.
7.4 All damages for zMerce and its other users as referred to in 7.3 will be recovered from the user.
Article 8 - Prices
8.1 All prices are exclusive at the time of sending the bill applicable rate of VAT, and any other government to impose taxes.
8.2 All quoted amounts for software and services do not include any administrative costs.
8.3 All amounts and rates are set in euros.
Article 9 - Payment
9.1 User will pay the owed amount within 8 days after the invoice date to the relevant bank account as indicated by ZMerce.
9.2 For online services and software the user grants permission to zMerce to withdraw by direct debit the agreed amounts from his/her bank account unless otherwise agreed in writing.
Article 10 - Retention
10.1 All goods delivered to the user by zMerce and online software services remain the property of zMerce until all amounts due have been paid.
10.2 zMerce reserves the right in case of arrears to limit the use of the (online) software and / or block the account.
Article 11 - Intellectual property
11.1 The software which zMerce has granted a right of use and / or that is made available to users online, at all times remain the property of zMerce. Under ownership is understood to include copyrights, patents, intellectual and / or industrial property rights and / or neighboring rights. The user is not permitted to copy the software and its source code, trying to copy, sell, rent, lend, dispose of and / or not or make available against payment to third parties, unless under mandatory law rules is permitted.
Article 12 - Transfer of rights and obligations
User is not entitled to transfer the rights and obligations arising from these conditions without written permission from ZMerce to a third party.
Article 13 - Force Majeure
If either party for a period of more than 30 days due to force majeure is unable to fulfill its obligations arising from the contract of which these conditions are a part, the other party has the right to eliminate these conditions through a registered letter with immediate effect without judicial intervention, without creating any entitlement to compensation.
Article 14 - Dissolution
If the user even after a written summons claiming a reasonable time, fails to meet its obligations under these Conditions, zMerce is entitled to terminate this agreement with immediate effect. The user is then required to return the software and documentation immediately to ZMerce or remove his computer systems.
Article 15 - Disputes
15.1 The agreement or further agreements for its implementation, in what form and what language they are or will be made, only Dutch law is applicable.
15.2 All disputes, of any kind, which as a result of or in connection with the contract or as a result of or in connection with further agreements for its implementation, will arise between the parties to the exclusion of any other court be subject to the competent courts, including the president of the court for summary proceedings, in the place of ZMerce who has served in this case of these terms, or to the court in the domicile of the customer at the sole discretion of the user of these terms and conditions.
15.3 Any dispute concerning the interpretation of these terms and conditions if the terms of zMerce also be used in a foreign language, the Dutch text shall prevail.