Terms & conditions

1. General

• These Terms & Conditions are legally binding to all offers, quotations, order confirmations and agreements between Mapiq B.V. (hereinafter: “Mapiq”) and its Customer (hereinafter: “the Customer”) and together referred to as “Parties”, regarding the Mapiq products (hardware) and services (installation, implementation, software subscription and customer support).
• In the event Mapiq makes use of Third Parties, these Terms and Conditions will apply. Mapiq is authorized to engage third parties in the performance of the agreement on behalf of the Customer.
• Any deviating or additional conditions apply only if recorded in writing.
• Terms & Conditions of provided by the Customer do not apply to the relationship between the Parties.

2. Offers, prices, concluded agreements

• All offers and quotations of Mapiq are made without obligation and apply for a maximum of 30 days, unless otherwise agreed in writing.
• All prices are quoted in euros, excluding VAT and any other charges if applicable.
• The Customer acknowledges that the subscription fees for the services may increase on an annual basis. This adjustment, calculated as a 7% increment based on the previous year's subscription fees, aims to account for both annual inflation and Mapiq's continuous efforts to enhance and improve the product. The price adjustment will take effect on each anniversary of the Effective Date of this Agreement. Mapiq is committed to providing a superior service, and this periodic adjustment reflects our ongoing investment in product development.
• Mapiq reserves the right to withdraw offers if, upon reasonable judgment, the quotations contain an obvious mistake or error. In such cases, Mapiq shall not be bound by the erroneous terms.
• An agreement with Mapiq comes into effect on the date as agreed between the Parties in writing.

3. Term and extension

• Unless otherwise agreed, the Agreement will continue until terminated in accordance with other provision of the agreement or by operation of law.
• Should a term be agreed by the Parties, the term of the agreement shall be tacitly extended with the same period of time originally agreed, unless Mapiq or the Customer terminates the contract in writing with due observance of a notice period of 45 days prior to the end of the current term. Subscriptions are non-cancellable during the term specified.
• At the end of the renewal period the agreement will turn into a continuing performance agreement for successive terms of the same period. If a Party wishes to terminate the continuing performance agreement, they must do so in writing and they must take a reasonable and fair notice period of 45 days prior to the anniversary date of the agreement.
• In the event that the parties make use of a Statement of Work, it is understood that, unless otherwise terminated in accordance with the terms of this agreement, the obligations set forth in that Statement of Work shall be fulfilled for the full period contemplated therein, even if the overarching agreement expires or is otherwise terminated.

4. Invoicing and payment

• Hardware costs are invoiced in full immediately upon the order date by the Customer.
• The subscription fee will be invoiced in advance annually, starting from the date of Mapiq's acceptance of the purchase order. Subsequent invoices will be issued 30 days prior to the commencement of each new contract year.
• The payment terms are set at 30 days from the date of invoice, unless agreed otherwise in writing.
• The Customer acknowledges and agrees that once an agreement has been executed, any appeal for adjustment, suspension, or deduction is strictly prohibited.
• The Customer acknowledges that, in the event of default, interest shall accrue on the outstanding amount at the statutory commercial interest rate as prescribed by the Dutch Civil Code. All costs necessarily incurred by Mapiq to settle the claim in and out of court are at the Customer’s expense. The extrajudicial costs are calculated in accordance with the Staffel extrajudicial collection costs, with a minimum of €150.
• Any objections to invoices must be communicated to Mapiq in writing within five (5) working days from the invoice date. Failure to make a timely claim will be construed as acceptance of the invoice by the Customer. Please note that raising a claim does not exempt the Customer from their payment obligation.

5. Withholding Tax

• If, in connection with any payment to be made under the Agreement between Mapiq and the Customer, any withholding tax or similar tax is imposed or required to be withheld by any governmental authority of the country/countries where the Customer and/or any of its Affiliates part of the Agreement is/are located or liable to pay taxes, then the Customer shall be responsible for such withholding tax or other similar tax and shall pay an additional amount equal to the amount of such tax, so that Mapiq receives the full amount of the payment due under the Agreement.
• The Customer shall provide Mapiq with any documentation or information required regarding any of such withholding tax or other similar tax before invoicing. Mapiq will then add the amount of withholding tax or similar tax to the invoice.
• In the case of any disputes arising in relation to the matter, they will be adjudicated by the competent court as specified in these Terms and Conditions, unless otherwise agreed in writing.

6. Dissolution and suspension

• Either Party can, in addition to the legal provisions for dissolution, dissolve the agreement at any time and without further notice of default or judicial intervention and without liability for damages to the other Party in the case of:
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  - if the other Party is declared bankrupt;
  - if suspension of payment is requested for the other Party; or
  - if the other Party ceases its business and/or its assets are sequestrated.

• Mapiq may terminate this agreement without judicial intervention or liability for damages if the Customer fails to pay due debts. This action can only be taken after Mapiq issues a written notice with a final payment term of 14 days, which, if unmet, will lead to dissolution.
• If the Customer breaches any obligations (excluding unpaid fees as per clause 5.2), Mapiq may suspend or terminate the agreement without further notice or legal proceedings, without incurring any liability or compensation, while reserving the right to claim compensation.

7. Service Level Agreement

• In addition to these Terms & Conditions, specific requirements and response times with regard to the services are described in our Service Level Agreement (SLA), which can be found here.

8. Support

• During the Subscription Term, Mapiq will provide Support in accordance with the Support Policy.

9. Guarantee/warranty

• Mapiq warrants that the products and services will be provided in a manner consistent with generally accepted industry standards.
• The warranty period for the hardware is twelve (12) months after delivery to the Customer.
• Mapiq, upon receiving the hardware for inspection due to a reported defect by the Customer, reserves the right toreplace the hardware, to repair the hardware or to reimburse the Customer for payment made for the hardware in question, provided that the return of the hardware was done during the warranty period.
• Mapiq does not guarantee that the software provided within the scope of the SaaS operates flawlessly without any interruptions.

10. Intellectual property rights and license

• Unless otherwise provided, neither Party will gain by virtue of the agreement any rights, title or interest in or to the other Party’s intellectual property. For the purposes of the agreement, intellectual property shall be understood in the broadest sense, including copyright, neighboring rights, database rights, patents, utility models, design models, trademarks, trade names, trade secrets and know how. Mapiq grants the Customer a non-exclusive license to use the Mapiq intellectual property rights solely for purposes of receiving the products and services.
• Without prejudice to the right of the Customer to use the products and services no Party shall use, for other purposes than the execution of the agreement, the other Party’s trademark, trade name and logo without the prior written approval of the other Party.
• Each Party’s ownership of its own intellectual property shall survive any termination or expiration of the agreement and shall remain in full force and effect thereafter.

11. Liability and indemnity

• In the event that, notwithstanding the other terms specified in this agreement, either party or its affiliates is deemed liable to the other party, its affiliates, or any third party, both parties mutually agree that the total liability of a party and its affiliates shall be limited to an amount equal to the total sums paid or payable for the subscription service within the twelve-month period preceding the occurrence that prompted the claim, with a maximum cap of 100,000 euros annually.
• Parties exclude any liability for damages which are the result of inexpert use, misuse, or for the use of products for purposes for which they were not designed, or for any use of the products that could not be reasonably expected.
• Mapiq is not liable for indirect damages, including but not limited to consequential damages, trading loss, loss of production, turnover and/or loss of profits, lost savings, loss due to business interruption, depreciation, and costs that would have been involved in the execution of the object if the order had been carried out properly from the outset.
• Mapiq is authorized to engage third parties in the performance of the agreement and to accept any liability limitation of that third party on behalf of the Customer.
• Mapiq is not liable for damage of any kind, which is a result of incorrect and/or incomplete information as provided by or on behalf of the Customer.
• A claim for compensation must be submitted to Mapiq within one (1) month after the Customer has discovered the damage or could reasonably have discovered it. Failing to submit a claim will result in the fact that the right to compensation will lapse.

12. Force majeure

• Deficiencies of Mapiq in the fulfilment of the agreement cannot be imputed to Mapiq if the deficiencies are not attributable to Mapiq’s fault and do not come to its account either under the law, the agreement or under generally accepted understandings.
• Force majeure is in any case (but not limited to) understood to mean: non-delivery by the postal company, incomplete and/or delayed delivery by factory/importer, import and export bans, measures of Dutch and/or foreign governmental bodies that make performance of the agreement onerous and/or more expensive than was envisaged when concluding the agreement, walk-outs, traffic disruptions, loss or damage during transport, fire, theft, telecommunication failures/malfunctions in electronic messaging, the unexpected loss of third parties, business disruption, technical defects, transport problems, strike, the consequences of natural disasters, etc. All of this also applies where these difficulties occur with third parties engaged in the implementation of the agreement by Mapiq.

13. Confidentiality

• Except to the extent set out in this clause or otherwise expressly permitted in the agreement, each Party shall treat the other Party’s data as confidential, use the other Party’s data solely for the specific purpose or purposes for which it was disclosed, take all action reasonably necessary to secure the other Party’s data against theft, loss or unauthorized disclosure and not publish or otherwise disclose to any person the other Party’s data without the owner’s prior written consent other than to:
  
  - its affiliates and its respective directors, officers, employees and representatives who need to receive the data in connection with the agreement or the relevant Statement of Work;
  - its professional advisors (including auditors) as necessary for the purposes of receiving professional advice (including audit services) in relation to the agreement and/or the relevant Statement of Work, who have agreed to be bound by a duty of confidentiality relating to the data at least as stringent as the obligations and covenants in this clause.

• Each Party may disclose Data which would otherwise be subject to this clause but only if it can demonstrate that:
  
  - such disclosure is required by Law, or by order of a court of competent jurisdiction or pursuant to a binding order or direction or other formal written request of a tax or fiscal authority or other regulator;
  - the Data is already and lawfully in the receiving Party’s possession without an obligation restricting disclosure at the time of receipt from the disclosing Party; or
  - the Data became part of the public domain, other than through a breach of this clause.

• Each Party’s ownership of its own intellectual property shall survive any termination or expiration of the agreement and shall remain in full force and effect thereafter.

14. Hardware

• Unless otherwise agreed, delivery terms of hardware are set as DAP (delivery at place) in accordance with ICC Incoterms 2020. Mapiq is responsible for delivering the products up until the moment of unloading from the arriving conveyance at the agreed place. Upon delivery, title and risk passes to the Customer. Therefore, unloading is at the Customer’s risk. The Customer is responsible for import/customs clearance and any applicable local taxes or associated costs.
• If the Customer declines to accept the shipment and/or delivery or is negligent in providing information or instructions necessary for the delivery, Mapiq is entitled to store the products at the expense and risk of the Customer.
• Hardware delivered by Mapiq remain the property of Mapiq until the Customer has or will have paid to Mapiq all monies that Mapiq claims from the Customer, including interest and costs, and including any (damage) compensation.
• Mapiq may, within a reasonable period to be determined by Mapiq, require the Customer to recall products that it has put on the market, and which are defective or which are at risk of becoming defective (hereinafter: ‘recall action'). The Customer is obliged to sell back and deliver to Mapiq the products that are the subject of the recall action at the price the Customer was originally charged. All other costs associated with the recall action are for the Customer’s account.
• The Customer is obliged to implement a request from Mapiq to carry out a recall action without delay, failing which it is immediately in default and the costs related to the recall action and the damage resulting from the default will be fully for the account of the Customer, regardless of who bears the risk of the recall action.
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15. Privacy

• To the extent that personal data is utilized or processed to carry out its activities, Mapiq will act with a high level of care, adhering to the provisions outlined in the General Data Protection Regulation.
• Mapiq will take appropriate technical and organizational measures to ensure the protection of personal data in the possession of, and used by, Mapiq. These technical and organizational measures will also serve to prevent loss or any other form of unlawful processing of personal data.
• The Mapiq Privacy Policy can be found here.
• For questions relating to the data processing, the Customer can get in contact with Mapiq via privacy@mapiq.com.

16. Applicable law and dispute settlement

• Dutch law is exclusively applicable to the legal relationship between Mapiq and the Customer.
• Disputes will be adjudicated by the competent judge of the Court The Hague or on the request of the Customer by the competent judge of the Netherlands Commercial Court in Amsterdam.
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17. Final provisions

• Mapiq may updated these Terms & Conditions from time to time by giving notice to Customer by email. Unless a shorter period is specified by Mapiq (e.g., due to changes in the Law or exigent circumstances), changes become effective upon renewal of Customer’s current Subscription Term or entry into a new Order.
• If one or more of the provisions of these Terms & Conditions is invalid or inoperative, the remaining provisions will remain in force.
• The most recent version of these Terms & Conditions can be found on the website of Mapiq (www.mapiq.com).