General Terms and Conditions of Power BiSon Consultancy
Power BiSon Consultancy (hereinafter referred to as: ‘PBC’), is registered with the Netherlands Chamber of Commerce under number 80968325 and is located at Utrechtseweg 341, 3818 EL in Amersfoort, the Netherlands.
Power BiSon is available at www.powerbison.io or at any other address that may be substituted for this one.
These general terms and conditions set out the terms and conditions which are applicable to the use of this website (www.powerbison.io) and the use of services through this website. Please read them carefully before using our services.
Article 1 – Definitions
1. In these General Terms and Conditions, the following definitions are applicable, unless expressly stated otherwise.
2. Offer: any offer or quotation to Client for the rendering of Services by PBC.
3. PBC: The service provider offering Services to the Client.
4. Services: The Services that PBC offers consist of converting and/or translating (business) information to Dashboards through Microsoft, management of submitted reports, as well as consulting in the field of data, and the (re)sale of licenses.
5. Dashboard(s): The Dashboards created by PBC.
6. The Client: the individual or legal entity, public or private, acting in the course of a profession or business, who has appointed PBC, granted projects to PBC for Services performed by PBC, or to whom PBC has proposed a Contract.
7. Contract: any Contract and other obligations between the Client and PBC, as well as proposals by PBC for Services provided by PBC to the Client, which are accepted by the Client and have been accepted and performed by PBC with which these General Terms and Conditions form an indissoluble whole.
8. Software as a Service (SaaS): hosting and keeping the Dashboard available to end-users remotely.
Article 2 – Applicability
1. These general terms and conditions apply to every Offer made by PBC, every Contract between PBC and the Client, and to every service offered by PBC.
2. Before a Contract is established, the Client will be provided with these general terms and conditions. If this is not reasonably possible, PBC will indicate to the Client in what way the Client can access the general terms and conditions.
3. Deviation from these general terms and conditions is not permitted. In exceptional situations, deviation from the general terms and conditions is permitted provided that this has been explicitly agreed in writing with PBC.
4. These general terms and conditions shall also apply to additional, amended, and follow-up orders from the Client.
5. The general terms and conditions of the Client are not applicable.
6. If one or more provisions of these general terms and conditions are partially or fully null or voided, the remaining provisions of these general terms and conditions will remain in effect, and the null/void provision(s) will be replaced by a provision with the same intent as the original provision.
7. Uncertainties regarding the content, interpretation, or situations not regulated by these general terms and conditions must be assessed and interpreted in the spirit of these general terms and conditions.
8. The applicability of articles 7:404 and 7:407 (2) of the Dutch Civil Code is explicitly excluded.
9. Where reference is made in these General Terms and Conditions to she/he, this shall also be construed as a reference to he/she/it, if and to the extent applicable.
10. If PBC has not always required compliance with these general terms and conditions, PBC shall retain its right to demand compliance with these general terms and conditions in whole or in part.
Article 3 – The Offer
1. All offers made by PBC are without obligation unless expressly stated otherwise in writing. If the Offer is valid for a limited period or under specific conditions, this will be expressly stated in the Offer.
2. PBC shall only be bound by an Offer if it is confirmed by the Client in writing within 30 days. Nevertheless, PBC shall be entitled to refuse a Contract with a (potential) Client for a reason justified to PBC.
3. The offer shall contain a description of the Services offered. The description is sufficiently specified so that the Client can make a proper assessment of the offer. Any details in the offer are merely an indication and cannot be a ground for any compensation or for dissolution of the Contract.
4. Offers or quotations do not automatically apply to follow-up orders.
5. Delivery times in PBC’s offer are in principle indicative and, if exceeded, do not entitle the Client to rescission or damages, unless expressly agreed otherwise.
Article 4 – Realization of the Contract
1. The Contract is concluded at the moment that the Client has accepted an Offer (the Contract) from PBC by returning a signed copy (scanned or original) to PBC, or gives an explicit and unambiguous acceptance to the Offer by e-mail.
2. PBC has the right to revoke the (signed) Contract within 5 working days after receiving the acceptance.
3. PBC is not bound by an Offer if the Client could reasonably have expected or should have understood that the Offer contains an obvious mistake or clerical error. The Client cannot derive any rights from this mistake or error.
4. If the Client cancels an order that has already been confirmed, the actual costs already incurred (including time spent) will be charged to the Client.
5. Any Contract entered into with PBC or any project awarded to PBC by the Client shall rest with the Company and not with any individual associated with PBC.
6. The Client’s right of revocation is excluded unless agreed otherwise.
7. If the Contract is entered into by more than one Principal, each Principal shall be jointly and severally liable for the performance of all obligations arising from the Contract.
Article 5 – Duration of the Contract
1. The Contract is entered into for a definite period, unless the content, nature or scope of the assignment entails that it is entered into for an indefinite period. The duration of the assignment is also dependent on external factors including, but not limited to, the quality and timely delivery of information obtained by PBC from the Client.
2. Both the Client and PBC may dissolve the Contract based on an attributable failure to perform the Contract if the other party has been given written notice of default and a reasonable period to perform its obligations and it still fails to properly perform its obligations then. This also includes the Client’s payment and cooperation obligations.
3. The dissolution of the Contract shall not affect the Client’s payment obligations to the extent that PBC has already performed work or delivered services at the time of the dissolution. The Client shall pay the agreed remuneration.
4. The parties may terminate the Contract by registered letter subject to three months’ notice. If the Contract has not yet lasted three months, the Contract may be terminated with one month’s notice.
5. In case of premature termination of the Contract, the Client shall owe PBC the actual costs incurred until then at the agreed (hourly) rate. PBC’s time registration is leading in this respect.
6. Both the Client and PBC may terminate all or part of the Contract in writing with immediate effect without further notice of default if either party is in suspension of payments, bankruptcy has been filed or the business concerned terminates by liquidation. If a situation as mentioned above arises, PBC shall never be obliged to refund any received payments and/or compensation.
7. All post-contractual obligations from these terms and conditions and the Contract which by their nature are intended to continue even after the dissolution of the Contract, shall continue to exist after dissolution. This concerns in any case the provisions on confidentiality, intellectual property rights, liability, settlement of disputes, and choice of law provisions.
Article 6 – Execution of the service
1. PBC shall endeavor to perform the agreed service with the utmost care as may be required of a good service provider. PBC guarantees a professional and independent service. All Services are performed on the basis of an obligation of effort unless a result has been agreed upon explicitly and in writing which is described in detail.
2. The Contract under which PBC performs the Services shall govern the scope and extent of the services. The Contract will be performed only for the benefit of the Client. Third parties cannot derive any rights from the content of the Services performed in connection with the Contract.
3. The information and data provided by the Client are the basis on which the Services offered by PBC and the prices are based. PBC has the right to adjust its Services and its prices if the information provided turns out to be incorrect and/or incomplete.
4. In the performance of the Services, PBC is not obliged or required to follow the instructions of the Client if this changes the content or scope of the agreed Services. If the instructions result in further work for PBC, the Client is obliged to pay the additional costs accordingly based on a new quotation.
5. PBC shall be entitled to engage third parties for the performance of the Services at its discretion.
6. If required by the nature and duration of the assignment, PBC shall keep the Client informed of progress in the interim through the agreed means.
7. The performance of the Services is based on the information provided by the Client. If the information needs to be changed, this may have consequences for possible established planning. At no time is PBC liable for adjusting the planning. If the commencement, progress, or delivery of the Services is delayed because e.g. the Client has not delivered all requested information in time or in the desired format, the Client does not cooperate sufficiently, PBC has not received any advance payment in time, or because of other circumstances, which are for the account and risk of the Client, that cause a delay, PBC is entitled to a reasonable extension of the delivery period. All damage and additional costs resulting from a delay due to a cause as mentioned above shall be for the account and risk of the Client.
8. To the extent it is agreed that PBC requires information or data from the Client to perform the Contract, the Client shall provide PBC with access to all information for this purpose to the extent reasonably necessary for the effective performance of the Contract.
9. The Client is required to do and omit all that is reasonably desirable and necessary to enable PBC to perform the Services correctly and on time.
10. PBC shall be entitled, but never obliged, to examine the correctness, completeness, or coherence of the (source) materials, requirements or specifications made available to it, and upon the discovery of any imperfections PBC shall be entitled to suspend the agreed work until the Client has removed the imperfections in question.
11. The Client may take over the solution, in consultation with PBC. From that moment on, the Client is responsible for the management of the solution. If any adjustments are required hereafter, the Client can place a new order and/or enter into a Contract to that effect.
Article 7 – Obligations of the Client
1. The Client is obliged to provide all information requested by PBC as well as relevant annexes and related information and data in good time and/or before the start of the work and in the desired form for correct and efficient execution of the Contract. Failure to do so may result in PBC not being able to fully execute and/or deliver the relevant documents. The consequences of such a situation shall at all times be for the account and risk of the Client.
2. PBC is not obligated to verify the accuracy and/or completeness of the information provided to it or to update the Client regarding the information if it has changed over time, nor is PBC responsible for the accuracy and completeness of the information compiled by PBC for third parties and/or provided to third parties under the Contract.
3. PBC may, if necessary for the performance of the Contract, request additional information. Failing this, PBC shall be entitled to suspend its work until the information has been received, without being obliged to pay any compensation on whatever account to the Client. In case of changed circumstances, the Client must notify PBC immediately, or at the latest 3 working days after being (made) aware of the change.
4. Client is required to protect all technical safeguards and other features of PBC’s Dashboard and to respect the intellectual property rights vested in the Dashboard.
5. The Client shall provide suitable equipment and environment for usage.
6. The Client shall provide PBC with access to the Client’s environment and the necessary login credentials for the performance of Services.
7. The Client must have its required licenses for Microsoft unless otherwise agreed in writing.
Article 8 – Reports and Opinions
1. PBC may, if instructed to do so, prepare an advice, plan of action, draft, report, planning, and/or report for the service. The content thereof is non-binding and of an advisory nature only, but PBC shall comply with its duty of care. It is the Client’s responsibility whether to follow the advice.
2. The advice given by PBC, in whatever form, is never to be regarded as binding advice.
3. The Client shall be obliged at PBC’s first request to evaluate proposals provided by it. If PBC is delayed in its work due to the Client’s failure to provide an assessment on a proposal made by PBC or to do so in a timely manner, the Client shall at all times be responsible for the consequences, such as delay, arising as a result.
4. The nature of the services entails that the result is at all times dependent on external factors that may influence PBC’s reports and advice, such as the quality, accuracy, and timely delivery of required information and data from the Client and its employees. The Client guarantees the quality and the timely and correct delivery of the required data and information.
5. The Client shall notify PBC in writing prior to commencement of the work of all circumstances that are or may be of concern including any items and priorities for which the Client desires attention.
Article 9 – Production of Dashboards
1. The Client is required to provide all required information for the Dashboard promptly, completely, correctly, and in the desired form.
2. The parties shall record in writing all features, functionalities, properties, and more of the Dashboard that will be produced. The Dashboard shall be produced solely based on these written agreements. If the arrangements made are too brief to meet the Client’s wishes, the parties must consult and amend the arrangements or the Contract accordingly.
3. PBC shall at all times be entitled to require the Client’s approval before any work produced is delivered or a license for use in connection therewith is transferred.
4. The Client acquires a non-exclusive, non-transferable, and non-sublicensable right of use of the Dashboard from the moment that the Client has fully fulfilled its (payment) obligations, except in the case that the parties have explicitly agreed otherwise in writing.
5. The Dashboard produced by PBC is delivered when the Client has signed or explicitly agreed to the Dashboard within a maximum period of 7 calendar days unless a further period has been agreed upon. To this end, the Client may check the written agreements. After the unused expiry of this period, the Client shall be deemed to have agreed to the Dashboard. Any repairs after this period shall be considered additional costs.
6. The parties may agree on a test period during which the Client will identify any errors and/or defects. These defects must be reported in writing to PBC. The remedial work thereof shall be at PBC’s expense, unless it is a matter of user errors or errors not attributable to PBC. The repair period shall be reasonable and at least 4 weeks after the defects have been reported or confirmed by PBC.
7. If changes need to be made to Dashboard after the test period and/or delivery, whether or not at the request of the Client and not previously agreed upon in writing, these changes must be made on the basis of a new order. The Client is only entitled to one round of revisions, which will be agreed upon in the Contract.
8. The Client is obliged at the first request of PBC to assess proposals provided by PBC, at least within the agreed period. If PBC is delayed in its work due to the Client’s failure to evaluate a proposal provided by PBC or to do so in a timely manner, the Client shall at all times be responsible for the consequences, such as delay, arising from this.
9. The nature of the services entails that the result is partly dependent on external factors that may influence the development, such as the quality, accuracy, and timely delivery of required information and data from the Client and/or its employees. The Client is responsible for the quality and for the timely and correct supply of the required data and information.
Article 10 – Maintenance Dashboard
1. If agreed, PBC will perform maintenance on the Dashboard. The duration of the maintenance shall be at least 6 months and shall extend to what is explicitly agreed by the parties.
2. The Client is obliged to report any defects, errors or other failures in writing to PBC, after which PBC will, per its usual procedures, repair the errors to the best of its ability and/or make improvements. If required, PBC is entitled to first apply temporary solutions, after which a structural solution can be devised and implemented in consultation with the Client.
3. The Client is required to provide its cooperation to PBC upon the first request.
4. Notwithstanding PBC’s agreed-upon maintenance obligations, the Client has an independent responsibility for the management and use of the Dashboard.
5. Maintenance shall in principle include the following Services (i) corrective, (ii) preventive, and (iii) adaptive maintenance. In the event of corrective, preventive and/or adaptive maintenance, PBC shall be entitled to put the Dashboard (temporarily) out of commission in whole or in part. The Client shall not be entitled to any compensation during this interruption.
Article 11 – Hosting services
1. If the agreed service extends to the storage of material provided by the Client in the context of (web) hosting, the following shall apply. Even if PBC manages the Client’s hosting account, and the Client’s access is limited to the management panel of the website, PBC may set limits to the size of the hosting account.
2. PBC may set a maximum on the amount of storage space the Client may use under the Service. If this maximum is exceeded, PBC is entitled to charge an additional amount. No liability exists for consequences of not being able to send, receive, store or change data if an agreed limit for storage space is reached.
3. In the event of extremely high data traffic, PBC is entitled at its discretion to temporarily take the Client’s website offline. This includes DDoS attacks, brute force attacks, overloading of the server, or if the Client causes inconvenience to PBC’s server in any other way.
4. In addition to the obligations under the law, damage caused by incompetence or failure to act in accordance with the above points shall be at the expense and risk of the Client.
Article 12 – Additional work and modifications
1. If during the execution of the Contract it becomes apparent that the Contract needs to be amended, or further work is required at the request of the Client to achieve the desired result of the Client, the Client is obliged to pay for this additional work according to the agreed rate. PBC is not obliged to comply with this request and may require the Client to enter into a separate Contract for this purpose and/or refer to an authorized third party.
2. If the additional work is the result of PBC’s negligence, PBC made a wrong estimate, or could have reasonably foreseen the work in question, these costs will not be passed on to the Client.
Article 13 – Prices and payment
1. All prices are exclusive of sales tax (VAT), unless otherwise agreed.
2. PBC shall perform its services in accordance with the agreed hourly rate. The costs of the work shall be calculated afterward based on the timesheets drawn up by PBC (subsequent calculation).
3. Travel time on behalf of the Client, and costs related to travel will be charged to the Client.
4. The Client is obliged to fully reimburse the costs of third parties, who are used by PBC after approval of the Client unless explicitly agreed otherwise.
5. The parties may agree that the Client should pay an advance. If an advance payment has been agreed upon, the Client must pay the advance payment before a start is made on the performance of the services.
6. The Client cannot derive any rights or expectations from a budget issued in advance unless the parties have expressly agreed otherwise.
7. PBC is entitled to increase the applicable prices and rates annually in accordance with the applicable inflation rates. Other price changes during the Contract are only possible if and to the extent that they have been expressly laid down in the Contract.
8. The Client shall pay these costs in a lump sum, without set-off or suspension, within the specified payment period of no later than 14 days as stated on the invoice, to the account number and details of PBC.
9. In the event of liquidation, insolvency, bankruptcy, involuntary liquidation or petition for payment against the Client, the payment and all other obligations of the Client under the Contract shall become immediately due and payable.
Article 14 – Collection policy
1. If the Client fails to meet its obligation to pay, and has not met its obligation within the term of payment set for it, the Client shall be in default by operation of law.
2. From the date that the Client is in default, PBC will be entitled, without further notice, to statutory commercial interest from the first day of default until full payment, and compensation for extrajudicial costs in accordance with article 6:96 of the Dutch Civil Code to be calculated according to the graduated scale from the Decree on compensation for extrajudicial collection costs of 1 July 2012.
3. If PBC has incurred more or higher costs than reasonably necessary, such costs shall be eligible for reimbursement. The integral judicial and execution costs incurred shall also be borne by the Client.
Article 15 – Privacy, data processing, and security
1. PBC will handle the (personal) data of the Client with care and will only use them in accordance with the applicable standards. If requested, PBC will inform the person concerned.
2. The Client is solely responsible for the processing of data processed using a service of PBC. The Client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this respect, the Client indemnifies PBC against any (legal) claim related to the data or the execution of the Contract.
3. If PBC is required under the Contract to provide security for information, such security shall conform to the agreed specifications and a level of security that is not unreasonable given the state of the art, the sensitivity of the data, and the costs involved.
Article 16 – Suspension and dissolution
1. PBC shall be entitled to retain the data, data files and more received or created by it if the Client has not yet (fully) fulfilled its payment obligations. This right shall remain unaffected if there is a valid reason for PBC to suspend performance.
2. PBC shall be entitled to suspend the performance of its obligations as soon as the Client is in default of the performance of any obligation arising from the Contract, including late payment of its invoices. The suspension will be immediately confirmed to the Client in writing.
3. PBC shall in such case not be liable for any damage, on any account, resulting from the suspension of its work.
4. The suspension (and/or dissolution) shall not affect the Client’s payment obligations for work already performed. In addition, the Client is obliged to compensate PBC for any financial loss PBC suffers as a result of the Client’s default.
Article 17 – Force Majeure
1. PBC shall not be liable if, as a result of a force majeure event, it is unable to perform its obligations under the Contract.
2. Force majeure on the part of PBC shall in any event include, but not be limited to: (i) force majeure of PBC’s suppliers, (ii) failure of suppliers to properly perform obligations prescribed or recommended to PBC by the Client or its third parties, (iii) defectiveness of software or any third parties involved in the performance of the service, (iv) government measures, (v) failure of electricity, internet, data network and/or telecommunication facilities, (vi) illness of (employees of) PBC or of consultants engaged by it and (vii) other situations which in the opinion of PBC are beyond its control and which temporarily or permanently prevent PBC from fulfilling its obligations.
3. In the event of force majeure, both Parties shall have the right to rescind the Contract in whole or in part. All costs incurred prior to the rescission of the Contract shall be paid by the Client in such case. PBC shall not be obliged to compensate the Client for any losses caused by such rescission.
Article 18 – Limitation of liability
1. If any result stipulated in the Contract is not achieved, a failure on the part of PBC shall be deemed to exist only if PBC has expressly promised this result when accepting the Contract.
2. If there is an attributable failure on the part of PBC, PBC shall only be obliged to pay any compensation if the Client has given PBC notice of default within 14 days of the discovery of the failure and PBC has subsequently failed to remedy this failure within a reasonable period. The notice of default must be in writing and contain such a precise description/substantiation of the shortcoming as to enable PBC to respond adequately.
3. If the provision of Services by PBC results in PBC’s liability, such liability shall be limited to the total amount invoiced under the Contract, but only in respect of direct loss suffered by the Client unless such loss is the result of intent or willful recklessness on the part of PBC. Direct loss is defined as: reasonable costs incurred to limit or prevent direct loss, to establish the cause of the loss, the direct damage, the liability and the manner of recovery.
4. PBC expressly excludes all liability for consequential loss. PBC is not liable for indirect loss, trading loss, loss of profit and/or losses suffered, missed savings, loss due to business interruption, loss of assets, loss caused by delay, loss of interest, and immaterial damage.
5. The Client shall indemnify PBC against all third party claims due to a defect as a result of a service provided by the Client to a third party and consisting in part of Services provided by PBC, unless the Client can prove that the damage was caused solely by PBC’s service.
6. Any advice provided by PBC, based on incomplete and/or incorrect information provided by the Client shall never be a ground for liability of PBC.
7. The content of the advice provided by PBC is not binding and is of an advisory nature only. The Client shall decide under its own responsibility whether to follow the proposals and advice of PBC contained herein. All consequences resulting from following the advice shall be for the account and risk of the Client. The Client is at all times free to make its own choices which deviate from the advice given by PBC. PBC is not obliged to make any form of refund if this is the case.
8. If a third party is engaged by or on behalf of the Client, PBC shall never be liable for the actions and advice of the third party engaged by the Client as well as the incorporation of results (of prepared advice) of the third party engaged by the Client into PBC’s own advice.
9. If and insofar as the Client provides login data, this shall at all times be at the Client’s own expense and risk.
10. If the Client itself makes changes or modifications to the Services or instructs a third party to do so, all consequences thereof shall be for the account and risk of the Client. All consequences due to changes which have not been explicitly approved by PBC in advance or to which PBC has not explicitly agreed and all harmful consequences thereof shall not constitute a ground for liability of PBC.
11. PBC does not guarantee the correct and complete transmission of the content of an email sent by/on behalf of PBC, nor its timely receipt.
12. The Client is at all times responsible for the storage of data, content, and information, as well as for the availability of the required security programs for its ICT environment.
13. PBC shall never be liable for errors and/or irregularities in the functionality of Microsoft’s software and shall not be liable for the unavailability of Microsoft’s services for any reason.
14. All claims of the Client for shortcomings on the part of PBC shall lapse if they are not reported to PBC in writing with reasons within one year after the Client was aware or could reasonably have been aware of the facts on which it bases its claims. One year after the termination of the Contract between the parties, PBC’s liability shall lapse.
Article 19 – Secrecy
1. PBC and the Client agree to maintain the non-disclosure of all confidential information obtained as part of an assignment. Confidentiality arises from the assignment and must also be assumed if it can be reasonably expected that the information is confidential. The confidentiality does not apply if the information in question is already public/commonly known, the information is not confidential, and/or the information was not disclosed to PBC by the Client during the Contract and/or was otherwise obtained by PBC.
2. In particular, the confidentiality relates to advice, reports, drafts, working methods and/or reports prepared by PBC in relation to the Client’s assignment. The Client is expressly prohibited from sharing the content thereof with employees who are not authorized to take cognizance thereof and with (unauthorized) third parties. Furthermore, PBC shall always exercise due care in handling all business-sensitive information provided by the Client.
3. If PBC is obliged under a statutory provision or a judicial decision to (co-)disclose the confidential information to a third party indicated by the law or a competent judge and PBC cannot invoke a right of non-disclosure, PBC is not obliged to pay any compensation and does not give the Client any ground for dissolution of the Contract.
4. The transfer or dissemination of information to third parties and/or publication of statements, advice, or productions provided by PBC to third parties requires the written consent of PBC, unless such consent has been expressly agreed in advance. The Client shall indemnify PBC against all claims by such third parties arising from reliance on such information disseminated without PBC’s written consent.
5. The obligation of confidentiality shall also be imposed by PBC and the Client on the third parties engaged by them.
Article 20 – Intellectual Property Rights
1. All IP rights and copyrights of PBC including in any case, but not limited to, all designs, models, reports, and advice shall be held exclusively by PBC and shall not be transferred to the Client unless expressly agreed otherwise.
2. If it is agreed that one or more of the aforementioned items or works of PBC is to be transferred to the Client, PBC shall be entitled to conclude a separate Contract for that purpose and to demand appropriate monetary compensation from the Client. Such payment must be made by the Client before it acquires the relevant goods and/or works with the IP rights vested in them.
3. The Client is prohibited from disclosing and/or reproducing, modifying, or making available to third parties (including use for commercial purposes) all documents and software subject to PBC’s IP rights and copyrights without PBC’s express prior written consent. If the Client wishes to make changes to items delivered by PBC, PBC must explicitly approve the intended changes.
4. The Client is prohibited from using the items and documents subject to PBC’s intellectual property rights other than as agreed in the Contract.
5. The Parties will inform each other and take joint action if an IPR infringement occurs.
6. Any infringement by the Client of the IP rights (and copyrights) of PBC, shall be punishable by a one-time fine of €10,000.00 (in words: ten thousand euros) and a fine of €500.00 (in words: five hundred euros) for each day that the infringement continues.
Article 21 – Indemnification and accuracy of information
1. The Client shall be solely responsible for the accuracy, reliability, and completeness of all data, information, documents, and/or records, in whatever form, which it provides to PBC under a Contract, as well as for data obtained from third parties and provided to PBC to perform the Service.
2. The Client shall indemnify PBC from any liability pursuant to the failure or delay in fulfilling the obligations relating to the timely provision of all accurate, reliable and complete data, information, documents and/or records.
3. The Client shall indemnify PBC against all claims of the Client and third parties engaged by it or working under it, as well as clients of the Client, based on the failure to obtain (on time) permissions required in the context of the execution of the Contract.
4. The Client shall indemnify PBC against all claims of third parties arising from the work performed for the Client, including but not limited to intellectual property rights on the data and information provided by the Client which can be used in the performance of the Contract and/or the acts or omissions of the Client towards third party(ies).
5. If Client provides electronic files, software, or information carriers to PBC, the Client warrants that they are free of viruses and defects.
6. The Client shall indemnify PBC against any damages and/or claims by Microsoft or other third parties as a result of the creation of a Dashboard for the Client’s benefit through the license purchased by the Client from Microsoft and/or other third parties through which the Services are performed.
Article 22 – Complaints
1. If the Client is not satisfied with PBC’s service or otherwise has complaints about the execution of its order, the Client is obliged to report these complaints as soon as possible, but no later than within 7 calendar days after the relevant reason that led to the complaint. Complaints can be reported verbally or in writing at info@powerbison.io with the subject “Complaint”.
2. The complaint must be sufficiently substantiated and/or explained by the Client in order for PBC to process the complaint.
3. PBC will respond substantively to the complaint as soon as possible, but no later than 7 calendar days after receipt of the complaint.
4. The parties will try to reach a solution together.
Article 23 – Applicable law
1. The legal relationship between PBC and the Client shall be governed by Dutch law.
2. PBC has the right to adjust these general terms and conditions and will inform the Client thereof.
3. In case of translations of these general terms and conditions, the Dutch version shall prevail.
4. All disputes arising out of or in connection with the Contract between PBC and the Client shall be settled by the competent court of Nederland (location Amsterdam) unless provisions of mandatory law designate another competent court.
Amersfoort, 1 May 2022