General Terms and Conditions of BRICKLOG B.V., version February 2025
PART I: GENERAL PROVISIONS
Article 1. Applicability and Definitions
1.1 These General Terms and Conditions (and any new version thereof) are hereinafter referred to as “the Terms.” The Terms apply to all offers and agreements, including follow-up assignments, of Bricklog B.V., a company incorporated under the laws of the Netherlands, with its registered office in Apeldoorn, and registered in the Dutch Chamber of Commerce under number 70991324. All such legal entities are referred to in these Terms as “Bricklog B.V.”
Once these Terms have been declared applicable to a specific legal relationship, they also apply to all subsequent similar legal relationships, unless otherwise agreed in such subsequent relationships.
1.2 In the Terms, “Client” refers to any legal entity to whom Bricklog B.V. makes an offer or with whom Bricklog B.V. enters into an agreement for the delivery of Services or Usage Rights of Bricklog B.V. or its suppliers. If the Client consists of multiple legal entities, each of those entities is jointly and severally liable for compliance with the agreement.
1.3 “Agreement” refers to any agreement for the provision of Services and/or Usage Rights as described in Article 2.
1.4 “Services” refers to services provided by Bricklog B.V. to the Client, such as data services and access to and use of the online services environment (“Online Services”), setup, training, consultancy, service and support (collectively, “the Services”). The Services to be delivered are specified in the Agreement signed by both parties. Services may also include services obtained by Bricklog B.V. from a supplier (such as Microsoft).
1.5 “Usage Rights” means the rights granted by Bricklog B.V. to the Client under an Agreement to use Software or the results of the Services, under the conditions defined in the Agreement and these Terms.
1.6 “Software” means the data integration platform software and analytics applications from Bricklog B.V. or its suppliers (such as Microsoft), which are delivered or made available for installation by the Client on its equipment under the Agreement or for use with the Online Service to activate certain functions. Only Usage Rights are granted for Software. The Software to be provided is specified in the Agreement referred to in Article 2.
1.7 “Client Data” refers to data originating from the Client over which the Client may assert rights, such as database rights, copyrights, or data constituting the Client’s trade secrets.
1.8 “Platform” refers to the Bricklog B.V. data integration platform. This Platform and its configuration(s) are made available as an Online Service, with or without Software. The Platform provides functionalities that allow the Client, for example, to monitor or share Client Data with internal and external stakeholders (such as employees and customers/various institutions), to improve the quality of Client Data, and to generate reports. The Agreement specifies which functionalities the Client will use, summarized in a so-called “Membership” type.
1.9 “External portal” refers to functionality provided in connection with the Platform and/or (part of the) Software, specifically designed for the Client’s external stakeholders, to whom the Client may grant limited access to view reports relevant to those stakeholders.
1.10 When Bricklog B.V. delivers third-party services or software (“Third-Party Products”), such as Microsoft products, to the Client, the terms and conditions of the respective third party take precedence over these Terms for the delivery of those services and software. The Client acknowledges and accepts that Microsoft reserves the right to change or terminate services it provides at any time, which may affect the duration of the Agreement. Bricklog B.V. will specify in the Agreement which services and software are concerned and will either attach the relevant conditions or refer to the web address where those terms can be reviewed and downloaded. By signing the Agreement, the Client agrees to the applicability of these third-party terms, including new versions thereof, and acknowledges having had a reasonable opportunity to review them.
1.11 The applicability of any purchasing or other terms of the Client is explicitly rejected.
1.12 “Connection” means the technical integration, i.e.: connecting the Data platform to the Client’s source systems, linking Reports in the Portal, and connecting specific software and data integration applications.
1.13 “Setup” refers to configuring and learning to work with the Data platform. This is done together with the Client in the Bricklog B.V. Academy and is a prerequisite for using the platform. Examples include validation sessions for configuring data quality, applying the Client’s specific business rules, and learning how to use the connected applications and reports.
Article 2. Proposal and Formation of an Agreement
2.1 A proposal from Bricklog B.V. is non-binding unless otherwise stated in the proposal. An agreement is only concluded either (i) by the Client signing the proposal from Bricklog B.V. for approval (including, but not limited to, a “membership offer”), or (ii) when an agreement is signed by both the Client and Bricklog B.V. Electronic agreements are concluded when Bricklog B.V. confirms the order in writing.
Article 3. Prices, Invoicing, Payment, and Security
3.1 Prices from Bricklog B.V. are, unless explicitly stated otherwise in writing, in euros, excluding VAT and any other government-imposed levies and taxes. The fees payable for Services and Usage Rights are specified in the Agreement.
3.2 The prices quoted in proposals and Agreements by Bricklog B.V. are based on cost factors such as labor, supplier costs, and taxes applicable on the date of the relevant proposal or Agreement.
3.3 Activation of the Data platform must be paid in advance and is charged as a one-time fee, unless otherwise stated in the Agreement. This includes costs for setting up the dedicated tenant, access, security, branding, internal portal, user management, and data model integration.
3.4 Membership for the Data platform must be paid in advance and is invoiced annually from the moment the source systems are technically connected and reports are linked. This includes costs for online cloud services, usage support, and other services related to the SLA, delivered on a periodic basis. Setup, validation, and implementation of the data platform follow.
3.5 Setup and training with the Data platform (Bricklog Academy), consultancy, additional support, training, and other services (including additional/custom services) that conclude upon completion or are one-time services are invoiced retrospectively based on actual costs, unless otherwise stated in the Agreement. If the service spans more than one month, the delivered effort for the completed month is invoiced even if the service is not yet finished. Consultancy is charged in full-day units; for half-day services, 60% of the daily rate is charged.
3.6 Subscriptions associated with BI as a Service products must be paid in advance and are billed monthly. These are products that can be activated or deactivated monthly.
3.7 Bricklog B.V. reserves the right to adjust periodically owed prices and rates once per year, for the first time in January following the year in which the Agreement commenced, provided that such adjustment is announced at least one month before it takes effect. Any increase is limited to the percentage increase of the most recently published service price index (group J6202 or section J) by the Dutch Central Bureau of Statistics (CBS) compared to 12 months earlier, in accordance with CPA 2008 or its successor.
Indexation does not entitle the Client to terminate the Agreement. If, in Bricklog B.V.'s opinion, exceptional cost developments so warrant, prices and rates may be additionally increased beyond the CBS index. Bricklog B.V. will announce such increases at least one month before they take effect.
3.8 Amounts due shall be paid by the Client according to the agreed payment conditions or those stated on the invoice. The Client is not entitled to suspend any payment, nor to set off amounts due. This payment term is considered a strict deadline. In the event of late payment, the Client shall owe interest on the unpaid amount at a rate of 2% per month or part of a calendar month, or the statutory interest for commercial transactions, whichever is higher. If the Client remains in default after a reminder or notice of default, Bricklog B.V. may hand over the claim for collection, and the Client shall, in addition to the total amount due, also be obliged to reimburse all extrajudicial costs related to the collection of Bricklog B.V.’s claims. These costs are set at 15% of the total amount due, without prejudice to Bricklog B.V.’s other legal and contractual rights. Furthermore, all adverse consequences of currency losses or otherwise resulting from late or non-payment shall be borne by the Client. In addition, Bricklog B.V. is entitled to suspend its obligations under an Agreement until the Client has fulfilled all of their outstanding obligations arising from another legal relationship with Bricklog B.V.
3.9
With regard to the services provided by Bricklog B.V. and the amounts owed by the Client (such as data usage), the data from Bricklog B.V.’s administration shall constitute full proof, without prejudice to the Client’s right to submit counterevidence.
3.10
Bricklog B.V. is entitled to retain the Client’s Data—even if there is an existing obligation to deliver or transfer them—until the Client has fully paid all amounts, interest, and costs owed to Bricklog B.V. under the Agreement(s) by which Bricklog B.V. holds that data. Bricklog B.V. may not retain the Client’s Data if the Client provides the requested security as referred to below. Bricklog B.V. is entitled to demand that the Client provides security for the fulfillment of its payment obligations, even after the Agreement has been concluded. If the required security is not provided, Bricklog B.V. may suspend the execution of its obligations and/or terminate the Agreement without judicial intervention, without prejudice to its other rights under the law or the Agreement.
Artikel 4. Acceptance of Platform Connection / Platform Extension
4.1 The provisions in this Article apply if the Client uses the Platform.
4.2 The Client shall check within 7 working days (“the Test Period”) after Bricklog B.V. has granted access to the Platform / Platform Extension (“the Delivery”)—which is the day Bricklog B.V. provides the login credentials / access to the extension—whether the Platform Connection / Platform Extension complies with the written specifications agreed upon for the Connection / Extension (“Acceptance”). If the Client does not carry out this Acceptance, they shall be deemed to accept the Platform / Platform Extension in the condition it was in at the time of Delivery, including all visible and invisible errors and defects.
4.3 The Client shall provide the test results to Bricklog B.V. in writing, clearly and in detail, no later than the last day of the Test Period. Bricklog B.V. will make reasonable efforts to correct any errors (“Errors”: meaning reproducible deviations from the written and explicitly agreed specifications) within a reasonable time frame.
4.4 The Client may not withhold Acceptance of the Platform Connection / Extension for reasons unrelated to the specifications that were explicitly and in writing agreed upon between the parties, nor due to the existence of Minor Errors. Minor Errors are defined as Errors that do not reasonably prevent the operational or productive use of the Platform, without prejudice to Bricklog B.V.’s obligation to correct these Minor Errors under the Service Level Agreement, or, if there is none, as described in clause 4.5. Acceptance may also not be withheld based on subjective aspects of the Platform, such as aesthetic elements.
4.5 If the parties have not entered into a Service Level Agreement, Bricklog B.V. will make reasonable efforts to correct Errors within a reasonable time if they are reported in writing and in detail to Bricklog B.V. within three months of Delivery or, if Acceptance has occurred, within three months of Acceptance.
4.6 Bricklog B.V. may charge the costs of repair at its usual rates if the Error was caused by user errors or improper use by the Client or other causes not attributable to Bricklog B.V. The repair obligation lapses if the Client makes or allows changes to the Platform without the prior written consent of Bricklog B.V.
4.7 Error correction will take place at a location and in a manner to be determined by Bricklog B.V. Bricklog B.V. is entitled to implement temporary solutions or error-avoiding limitations in the Platform.
4.8 Bricklog B.V. has no obligation of any kind with regard to Errors reported after the deadlines specified in this Article have expired.
Article 5. Execution of the Assignment and Changes to the Assignment
5.1 All services provided by Bricklog B.V. are based on a best-efforts obligation, even if a specific result is described. Bricklog B.V. does not guarantee that the service is error-free, will function without interruptions, or will be updated in a timely manner to reflect changes in applicable laws and regulations.
5.2 If Bricklog B.V., at the request or with the prior approval of the Client, performs work or other services outside the scope of the agreed Services ("Additional Work"), such work or services will be reimbursed by the Client. Additional Work will be charged based on the price-determining factors applicable at the time the work is performed. Bricklog B.V. is not obliged to comply with a request from the Client for Additional Work. If Additional Work results in a change to the Agreement, the parties shall make written arrangements regarding this. Bricklog B.V. is not obliged to perform Additional Work until such written agreements have been made.
5.3 Bricklog B.V. is not required to follow instructions from the Client in the performance of the Agreement, especially if such instructions change or supplement the content or scope of the Agreement or hinder or obstruct the provision of services to other Clients.
5.4 Bricklog B.V. is never obliged to recover damaged or lost data of the Client. The Client is responsible for backing up such data and all of its data. Other or additional backup (procedure) agreements are only valid if explicitly agreed upon in the Service Level Agreement.
5.5 The Client may only use the Online Service for their own business or organization. The Client is not permitted to allow third parties to use the Online Service unless otherwise explicitly and in writing agreed in the Agreement.
5.6 Bricklog B.V. may make changes to the content or scope of the Online Services. If such changes are substantial and result in changes to the Client’s procedures, Bricklog B.V. will inform the Client as early as possible. The costs of these changes will be borne by the Client. If the Client disagrees, they may terminate the Agreement prematurely as of the date the change would take effect.
However, if the change relates to changes in applicable laws or other regulations imposed by authorities, or if Bricklog B.V. bears the costs of the change, the Client may not terminate the Agreement due to that change.
5.7 Bricklog B.V. is not obliged to maintain, modify, or add specific features or functionalities of the Online Service for the Client.
5.8 Bricklog B.V. will perform advisory and consultancy services independently, at its own discretion, and not under the direction and supervision of the Client unless otherwise explicitly stated in the Agreement.
5.9 Bricklog B.V. will perform the Services only on its usual business days and during its regular working hours unless otherwise explicitly agreed in the Agreement.
5.10 Unless explicitly agreed otherwise, Online Services are provided “as-is”.
Article 6. Responsibilities and Obligations of the Client
6.1 Unless agreed otherwise, the Client is responsible for installing and implementing the necessary equipment, infrastructure, and supporting software, making necessary adjustments, keeping the environment(s) up-to-date, and ensuring a properly functioning connection to the Platform. The Client is responsible for paying data transmission costs in a timely manner.
6.2 The Client is responsible for the accuracy, completeness, and quality (including improvements) of their own data. They are also responsible for the content created, sent, distributed, or displayed based on that data when importing/exporting it through the Platform. The Client guarantees that the use, content, and/or processing of their data in the context of the Agreement is lawful and does not infringe upon the rights of third parties. The Client indemnifies Bricklog B.V. against any third-party (legal) claims related to their data and its use. This indemnity is unlimited.
6.3 The Client bears the risk of selecting the Services and/or Usage Rights provided by Bricklog B.V. Bricklog B.V. does not guarantee the suitability of the Services for the actual or intended use by the Client or their customers, nor does it guarantee uninterrupted or error-free operation. The Client is responsible for the proper use of the outputs and other results of the Services (e.g. reports, advice, information models, predictions, calculations) in their business and the way these results are deployed. The Client must assess potential risks and take additional measures if necessary to prevent or limit the consequences of errors, data loss, or other incidents.
6.4 The Client is responsible for timely and accurate provision of information to Bricklog B.V. and for making decisions needed by Bricklog B.V. to properly perform the Agreement. The Client is also responsible for instructing users and overseeing the use of the Services and Usage Rights.
6.5 The Client remains responsible for compliance with all legal administrative and retention obligations applicable to them.
6.6 The Client must comply with any instructions from Bricklog B.V., its suppliers, or relevant authorities regarding acceptable use of the Online Service. This includes preventing disruptions, illegal distribution of data, and unauthorized access. The Client must behave responsibly and lawfully, respecting third-party (IP) rights and privacy, not spreading unlawful data, avoiding the distribution of harmful programs, and refraining from criminal or illegal acts. The Client must ensure their customers using the External Portal also comply.
To avoid or limit liability, Bricklog B.V. may take measures in response to any action or inaction attributable to the Client. Upon Bricklog B.V.'s written request, the Client must immediately remove data/information from the Platform; otherwise, Bricklog B.V. may remove or block access to it. In case of (threatened) violation, Bricklog B.V. may block access to the Online Service without notice and terminate the Agreement immediately without liability.
6.7 Bricklog B.V. is not required to assess the validity of third-party claims or the Client’s defense, nor to be involved in disputes between the Client and third parties. The Client must handle this directly and inform Bricklog B.V. in writing with supporting documents.
6.8 If Bricklog B.V. performs work related to the Client’s data (or related personal/user data) at the request of an authority or due to legal obligations, all resulting costs will be charged to the Client.
6.9 Only if explicitly agreed in the Agreement may the Client give their customers access to the Online Service. The Client is responsible and liable for their customers’ use in accordance with the terms of the Agreement, including these conditions.
Article 7. Security
7.1 If the Agreement obliges Bricklog B.V. to provide a form of information security, it will meet the specifications agreed in writing between the parties, including those of suppliers such as Microsoft. Bricklog B.V. does not guarantee that the information security will be effective under all circumstances. In the absence of specific agreements, applicable legal requirements apply, without prejudice to the Client’s responsibilities described below.
7.2 Client shall adequately secure and keep secured its systems and infrastructure used in the performance of an Agreement. Client is responsible for implementing an adequate password policy and for setting up MFA (multi-factor authentication), as well as for granting, configuring, filtering, and managing authentications, authorizations, and access rights to the Online Service, and for revoking access and identification codes in a timely manner. Bricklog B.V. does not provide security services, and security monitoring is not part of the Services: the Client is responsible for taking care of this independently.
Bricklog B.V. is not liable for any damage or costs due to transmission errors, malfunctions or unavailability of these facilities, unless the Client proves that this damage or these costs are the direct result of intent or deliberate recklessness on the part of Bricklog B.V. management.
7.3 The Client shall follow any instructions from Bricklog B.V. that relate to security and are intended to prevent or minimize incidents or the consequences of incidents that may compromise the security of the Online Service. If the Client fails to follow such instructions, or fails to do so in a timely manner, Bricklog B.V. shall never be liable for any damage suffered by the Client or its customers as a result, and the Client shall indemnify and hold Bricklog B.V. harmless against any claims from its customers. Furthermore, the Client shall compensate Bricklog B.V. for any damage it suffers due to the failure to follow such instructions and shall indemnify and hold Bricklog B.V. harmless against any claims from other Clients.
7.4 Bricklog B.V. is always entitled to implement technical and organizational measures to protect the data and data files of other Clients or of Bricklog B.V. itself, the Platform, websites, provided software or software or other works to which the Client (directly or indirectly) has access, including in connection with an agreed limitation on the scope or duration of the Service or Usage Rights. The Client shall not remove or circumvent, or allow the removal or circumvention of, such technical protection measures.
7.5 Any access or identification codes, certificates, or other security measures provided by or on behalf of Bricklog B.V. to the Client (or by or on behalf of the Client to its customers) are confidential and shall be treated as such by the Client. They shall only be shared with authorized personnel within the Client’s own organization or within the organization of the Client’s customers. Bricklog B.V. is entitled to change assigned access or identification codes and certificates.
7.6 Bricklog B.V. is entitled to adjust the security measures regarding the Online Service from time to time if this is necessary due to changing circumstances.
7.7 The Client shall ensure and guarantee that its customers who use the External Portal also comply with the obligations set out in this Article.
Article 8. Engagement of Third Parties
8.1 Bricklog B.V. is authorized to involve third parties (including subcontractors) in the performance of the Agreement.
8.2 An error in Third-Party Products shall not result in a breach attributable to Bricklog B.V. toward the Client.
8.3 The Client shall not engage third parties in the performance of the Agreement without the prior written consent of Bricklog B.V.
Article 9. Duration of the Agreement, Termination, Cancellation, and Consequences of Termination
9.1 If and to the extent that the Agreement is a term agreement, the Agreement is entered into for the agreed duration, failing which a duration of one year applies.
9.2 The duration of an Agreement entered into for a fixed term will be automatically extended for the duration of the originally agreed period, but with periods of no more than 1 year, unless either party terminates the Agreement in writing with a notice period of three months before the end of the relevant period.
9.3 To the extent necessary, in deviation from Article 7:408, paragraph 1 of the Civil Code, the Client cannot terminate an Agreement entered into for a fixed duration or an Agreement that ends upon completion prematurely.
9.4 Either party may terminate the Agreement without notice with immediate effect, in whole or in part, if the other party is granted - whether temporarily or permanently - a suspension of payments, if bankruptcy proceedings are filed or granted against the other party, if the other party's business is liquidated or terminated other than for the purpose of reconstruction or merger of businesses. Bricklog B.V. is never obliged to refund any funds already received or to pay compensation due to termination as mentioned in this Article. If the Client has irrevocably entered into bankruptcy, the right of use and the right of the Client and its customers to access and/or use the Online Service and other Services will end, without the need for a termination action by Bricklog B.V.
9.5 In the event of termination of an Agreement – regardless of the reason – Bricklog B.V. will remove the Client's Data that is on systems of or under the management of Bricklog B.V. within 1 month after termination of the Agreement, unless otherwise agreed, against the applicable fee. If the parties have not agreed on a Service Level Agreement, the same applies. The above does not affect Bricklog B.V.'s right of retention as referred to in Article 3.7.
Article 10. Intellectual Property and Confidentiality
10.1 All intellectual property rights related to the Services and the Usage Rights, and the functionality, data models, datasets, data factory, data files, databases, and resulting or related advice and reports and other results (such as data quality sheets, process quality sheets), as well as training material, analyses, advice, designs, documentation, reports, offers, software, websites, and preparatory material thereof (“Bricklog B.V. Materials”), belong exclusively to Bricklog B.V., its licensors, or its suppliers. An Agreement is never intended to transfer intellectual property rights to the Client. The Client is prohibited from copying, modifying, reproducing, or disclosing Bricklog B.V. Materials.
10.2 Under an Agreement for the delivery of an Online Service, the Client is granted a personal and non-transferable right to access and use the Online Service and the right to connect, jointly configure, and use the Software for which Usage Rights have been provided. The Client only has the right to access and use its own environment (portal) on the Platform. During the term of the Agreement (whether the payment for use is one-time or periodic), the Client is granted a personal and non-transferable right to grant access to external stakeholders to the External portal specifically set up for that stakeholder and to provide sublicenses to that stakeholder for the use of part of the software during the term of the Agreement. The right to use and access is limited to consulting the reports relevant to that stakeholder. The Client is not allowed to bypass technical restrictions aimed at lawful use.
10.3 A Usage Right granted to the Client is non-exclusive, non-transferable, and non-pledgeable. The Usage Right is limited to the duration of the Agreement (whether the payment for use is one-time or periodic) and automatically ends upon the bankruptcy of Bricklog B.V. The Client only obtains the Usage Rights expressly granted by these Terms, the Agreement, and mandatory law.
10.4 The Client is not allowed to provide access to more or other users than agreed, either directly or indirectly, to a function of the Online Service that is provided per user. The Client is not allowed to use the Services or Usage Rights for software hosting services. The Client may provide authorized employees of its customers access to the External portal. The Client will not remove or modify any indications regarding confidentiality or intellectual property rights from the Materials of Bricklog B.V.
10.5 Bricklog B.V. indemnifies the Client against any claim from a third party based on the allegation that the Materials of Bricklog B.V. developed by Bricklog B.V. infringe on the intellectual property rights of that third party, provided that the Client promptly informs Bricklog B.V. in writing about the existence and content of the claim, and leaves the handling of the matter, including any settlements, entirely to Bricklog B.V. The Client will provide all reasonable cooperation and necessary information requested by Bricklog B.V.
This indemnity is limited as described in Article 12. This indemnity obligation expires if the alleged infringement relates to (i) data, works, or materials provided by the Client (or its customers) to Bricklog B.V. for use, processing, or handling, or (ii) changes made by the Client (or its customers) in the Materials of Bricklog B.V. without written consent from Bricklog B.V. If it is irrevocably determined in court that the Materials developed by Bricklog B.V. infringe on any third-party intellectual property rights, or if Bricklog B.V. believes there is a reasonable chance that such an infringement may occur, Bricklog B.V. will, if possible, ensure that the Client can continue using the Materials of Bricklog B.V. or functionally equivalent materials. Any further or broader indemnity obligation from Bricklog B.V. for infringement of third-party intellectual property rights is excluded.
10.6 Bricklog B.V. is entitled to use the Client’s logo, image, or name in its external communications.
10.7 Both parties will ensure that the data received from the other party, which they know or reasonably should know is confidential, remains confidential, and they will not share such data with others without prior explicit written consent from the other party, including employees and assistants who do not need to be aware of it. This prohibition does not apply if, and to the extent, the disclosure of the relevant data to a third party is required by a court order, statutory provision, or a legally given order from a government agency or for the proper execution of the Agreement. The party receiving confidential data will only use it for the purpose for which it was provided. Data will be considered confidential if labeled as such by either party. Each party will ensure that its employees (including freelancers and interns), as well as (the employees of) its assistants and customers, comply with the confidentiality obligation.
10.8 The Client acknowledges that the Materials of Bricklog B.V. always have a confidential nature and contain trade secrets of Bricklog B.V. or its suppliers. Bricklog B.V. acknowledges that the Client’s Data has a confidential nature and may contain trade secrets of the Client. Notwithstanding the confidential nature of the Client's Data, Bricklog B.V. is at all times entitled to use the knowledge and experience it gains during the execution of the Agreement to improve its services to all Clients, and based on that, for example, to adjust or expand data models and data quality sheets.
10.9 The obligation of confidentiality continues even after the termination of the Agreement. After termination of the Agreement – regardless of the reason – the Client must return all Materials of Bricklog B.V. and all full or partial copies thereof to Bricklog B.V. within two weeks.
Article 11. Processing of Personal Data
11.1 If Bricklog B.V. acts as a Processor, as defined in the data protection legislation, and provides services for the Client, the Processor conditions referred to in the Agreement apply, and the Client has agreed to them.
Article 12. Liability
12.1 The Client is free to grant third parties (internal stakeholders and – if the external access module is activated – also external stakeholders) access to the data platform according to the instructions provided by Bricklog. The responsibility for user management fully lies with the Client from the moment of activation. Bricklog B.V. is not liable for the consequences of sharing information with third parties via the user management application. The Client may always request support from Bricklog B.V. regarding the safe sharing of information with third parties via this service.
12.2 Bricklog B.V.'s total liability for breaches of the Agreement or any legal ground, including any failure to meet an agreed-upon guarantee or indemnity obligation, is limited to compensation for direct damage.
12.3 Direct damage is limited to a maximum of the amount of the price (excluding VAT) agreed for the (part of the) Agreement relating to the breach. If (that part) of the Agreement is mainly a term agreement with a duration of more than one year, the agreed price for (that part) of the Agreement will be calculated as the total of the fees (excluding VAT) agreed for one year. In no case will Bricklog B.V.'s total liability for direct damage exceed €25,000 (twenty-five thousand euros).
12.4 Damage caused by death, bodily injury, or material damage to goods is limited to €1,250,000 (one million two hundred fifty thousand euros).
12.5 Indirect damage includes: consequential damage, loss of profit, missed savings, reduced goodwill, damage from business stagnation, and damage from claims from the Client's customers. Also excluded is Bricklog B.V.'s liability for distortion, destruction, or loss of data or documents and damage related to the Client's failure to follow security measures recommended by Bricklog B.V.
12.6 The exclusions and limitations of Bricklog B.V.'s liability described in this Article leave unaffected other exclusions and limitations of liability of Bricklog B.V. described in these Terms.
12.7 The exclusions and limitations of liability described in this Article do not apply in the event of intent or gross negligence on the part of Bricklog B.V.
Artikel 13. Force Majeure
13.1 Neither party is required to fulfill any obligation, including any statutory and/or agreed warranty obligation, if they are prevented from doing so due to force majeure. Force majeure on the part of Bricklog B.V. includes, among other things: (i) force majeure by suppliers of Bricklog B.V., (ii) failure by suppliers prescribed by the Client to fulfill their obligations to Bricklog B.V., (iii) defects in goods, equipment, software, services, or materials from third parties, (iv) government measures, (v) power outages, (vi) disruption of internet, data network, or telecommunications facilities, (vii) (cyber)crime, (cyber)vandalism, war or terrorism, and (viii) general transportation problems.
13.2 If a force majeure situation lasts longer than sixty days, either party has the right to terminate the agreement in writing. If Bricklog B.V. has already partially fulfilled its obligations at the onset of the force majeure or can only partially fulfill its obligations, Bricklog B.V. is entitled to invoice the delivered or deliverable part separately, and the Client is obliged to pay this invoice as if it were a separate agreement. However, this does not apply if the delivered or deliverable part has no independent value. In that case, what has already been performed under the agreement will be settled proportionally. Otherwise, the parties owe nothing to each other.
Article 14. Applicable Law and Arbitration
14.1 All offers made by Bricklog B.V., these Terms and Conditions, and Agreements are governed by Dutch law. The applicability of the Vienna Convention on Contracts for the International Sale of Goods is excluded.
14.2 All disputes that arise between Bricklog B.V. and the Client under or in connection with an agreement concluded between Bricklog B.V. and the Client, or any subsequent or related (further) agreements, will be settled through arbitration at the Foundation for Dispute Resolution in Automation (SGOA) (www.sgoa.org) in accordance with the then-current arbitration rules of SGOA. If the parties have a dispute, they will first attempt to reach a solution through mutual consultation.
Article 15. Miscellaneous Provisions
15.1 The Client shall never sell, transfer, or pledge the rights and obligations they have under an agreement to a third party.
15.2 Notwithstanding what is provided in this paragraph, deviations from and additions to these Terms and Conditions are only valid if they have been agreed in writing between the parties in a document signed by both parties. Bricklog B.V. is entitled to make changes to these Terms and Conditions. These changes will take effect on the announced effective date. Bricklog B.V. will send the modified Terms and Conditions to the Client at least one (1) month before the effective date. If no effective date has been communicated, changes will take effect once the Client is notified. If the Client does not agree with the change, they may terminate the agreement with Bricklog B.V. with a notice period of three (3) months from the date the changes take effect.
15.3 All notifications, consents, waivers, and other communications under an agreement shall be made in writing and in the Dutch language and delivered by hand, email, or registered letter to the address specified by one party to the other party. A notification will take effect from the moment of receipt and will be deemed to have been received when delivered.
15.4 If one or more provisions of the Terms and Conditions are at any time fully or partially invalid or voided, the remaining provisions shall continue to apply.
PART II: TRAININGS AND COURSES
The provisions in this section "Training and Courses" are in addition to the General provisions of these General Terms and Conditions and apply when Bricklog B.V. provides services, under whatever name and in whatever manner (e.g., in electronic form), in the field of education, training, courses, workshops, seminars, and similar activities (hereinafter referred to as: training).
Article 16. Registration and Cancellation
16.1 Registration for a training course must be done in writing and is binding after confirmation by Bricklog B.V.
16.2 The Client is responsible for the choice and suitability of the training for the participants. The absence of required prior knowledge by a participant does not affect the Client's obligations under the agreement. The Client is permitted to replace a participant with another, subject to prior written consent from Bricklog B.V.
16.3 If, in the opinion of Bricklog B.V., the number of registrations warrants it, Bricklog B.V. is entitled to cancel the training, combine it with one or more other trainings, or reschedule it to a later date or time. Bricklog B.V. reserves the right to change the location of the training. Bricklog B.V. is also entitled to make organizational and content changes to the training.
16.4 The consequences of cancellation of participation in a training by the Client or participants are governed by the usual rules of Bricklog B.V. Cancellations must always be made in writing and prior to the training or the relevant part of it. Cancellation or failure to attend does not affect the Client’s payment obligations under the agreement.
Article 17. Execution of Training
17.1 The Client acknowledges that Bricklog B.V. determines the content and depth of the training.
17.2 The Client will inform the participants and ensure their compliance with the obligations under the agreement and the (behavioral) rules prescribed by Bricklog B.V. for participation in the training.
17.3 If Bricklog B.V. uses its own equipment or software in the execution of the training, Bricklog B.V. does not guarantee that this equipment or software is error-free or operates without interruptions. If the training takes place at the Client’s location, the Client is responsible for providing adequate training space and functioning equipment and software. If the facilities at the Client’s location do not meet the requirements, and the quality of the training cannot be ensured, Bricklog B.V. is entitled to not start the training, shorten it, or stop it.
17.4 The taking of an exam or test is not part of the agreement.
17.5 For documentation, training materials, or resources provided or created for the training, the Client is required to pay a separate fee. The same applies to any training certificates or duplicates thereof.
Article 18. Price and Payment
18.1 Bricklog B.V. may require the Client to pay the applicable fees before the training starts. Bricklog B.V. may exclude participants from the training if the Client fails to ensure timely payment, without prejudice to all other rights of Bricklog B.V.
18.2 If Bricklog B.V. has conducted a preliminary study for a training plan or training advice, the related costs may be charged separately.
18.3 Unless Bricklog B.V. has explicitly indicated that the training is exempt from VAT under Article 11 of the Dutch VAT Act of 1968, the Client is also liable for VAT on the fee. Bricklog B.V. is entitled to adjust its prices if there is a change in the VAT regime for training courses established by law.