Terms of Service
General Terms and Conditions Launchdeck
Article 1 Definitions
- General Terms and Conditions: these General Terms and Conditions of Launchdeck.
- Service: the service as set out further in the agreement concluded between Launchdeck and Customer. The services provided by Launchdeck in any case comprise a deployment tool as an online service, which customers may use to process source codes through Launchdeck and subsequently publish on their own server(s).
- Launchdeck: a trade name of the commercial partnership Launchdeck V.O.F., with its registered office in Gorinchem, the Netherlands and registered in the Chamber of Commerce under number 67776930.
- Customer: every (legal) person to have concluded an agreement with Launchdeck.
Article 2 Tenders and offers
- Clauses that deviate from the provisions included in the General Terms and Conditions will only apply if and in so far as they have been established in consultation with Launchdeck in writing and/or by e-mail and have been accepted as such by Launchdeck.
Article 3 Start of the agreement
- An agreement is established as soon as a signed agreement in unamended state has been received and accepted by Launchdeck.
- The start date which is stated as such in the agreement will serve as the start date of the subscription. If no start date is stated, the date of acceptance will serve as the start date. Customer will receive confirmation of the acceptance by e-mail.
- A Customer, who is a natural person, will have the right to terminate an agreement concluded from a distance, which agreement is subject to the Dutch Distance Selling Act, within 14 days after having concluded it, at no cost.
- In case the Customer, who is a natural person, makes use of the possibility to terminate the agreement pursuant to the provisions as referred to in article 3.3, Launchdeck will have the right to charge costs for the days during which this Customer used the Services. Besides this, the costs in connection with the conclusion of the agreement will not be reimbursed by Launchdeck.
- The Customer will have no right to terminate as provided in article 3.3, if the Customer has consented to delivery of the Service before the term of 14 days has passed and the Customer has declared to waive his right to terminate the agreement within the term of 14 days as referred to.
- Launchdeck provides the opportunity to use the Service for a trial period of 14 days, free of charge. After this 14-day trial period, access to the Service will be suspended, unless the Customer concludes an agreement with Launchdeck for a paid version of the Service.
- A natural person or legal person may submit a one-off application for a 14-day trial period of the Service.
Article 4 Duration and termination
- In principle, the Service will be provided to the Customer by Launchdeck for an indefinite period of time.
- The Customer may terminate the agreement immediately, without observing a notice period. Access to the Service will then be stopped immediately and the data from Customer will be immediately removed.
- In case the Customer fails to comply with one of his obligations towards Launchdeck or if Launchdeck has good cause for concern that the Customer will not comply with his obligations and the Customer is unable upon first request from Launchdeck to provide security for compliance with his obligations, then Launchdeck will have the right to suspend further performance of the agreement(s) concluded with the Customer, or else to wholly or partially terminate the agreement(s), without prejudice to the right of Launchdeck to compensation for damages.
Article 5 Force majeure
- Force majeure pertaining to the agreement will be understood to mean all that is included in this regard in the law and case law, also breakdowns of a technical nature that are beyond the scope of control of Launchdeck.
- Launchdeck will not be held to comply with its obligations from the agreement in case compliance has become impossible through force majeure.
- The Customer declares not to hold Launchdeck responsible or liable for any damage through breakdown/downtime, unavailability of the website/server and/or loss of data and/or loss of income through technical or other failures; unless these are caused by gross negligence.
Article 6 Personal data
- (Personal) data provided by Customer to Launchdeck will be processed pursuant to the privacy statement applied by Launchdeck. Subject to statements to the contrary in the privacy statement, (personal) data will in principle not be submitted to third parties, unless in any other way provided by law or agreement.
Article 7 Prices
- All prices for the Services of Launchdeck will be charged from the moment the agreement is established. Launchdeck sets its invoices in dollars. All amounts as referred to in these General Terms and Conditions and the agreement are including value added tax (VAT) and other levies imposed by the government, unless stated otherwise.
- A change in prices will only be possible if Launchdeck notifies Customer of such price change at least one month prior to it taking effect.
- In case of default of payment, breach of contract or another incident, Launchdeck will have the right to (temporarily) block the Service at its own discretion. The costs arising from the agreement will remain due in full force during a period in which the Service is blocked.
- The costs to eliminate the breakdown in the Service(s) will be borne by Launchdeck, unless:
- Customer has made improper use of the Service(s)
- Customer has acted in violation of the agreement or the General Terms and Conditions with regard to the use of the Service(s)
- The breakdown can be attributed to Customer otherwise.
Article 8 Payment terms
- Payments are made every month.
- The payment obligation of Customer commences on the day the agreement is concluded.
- Payment must be effected within 14 days after the invoice date, in a manner to be stipulated by Launchdeck in the currency as stated on the invoice. The moment of payment will be the moment when the amount due has been received by Launchdeck.
- The payments owed to Launchdeck will be debited from the account of the Customer through direct debit collection. At the conclusion of the agreement the Customer must provide Launchdeck with a direct debit mandate.
- As an exception to the provisions in article 8.4, for the first month of this agreement, the monthly payment owed, prior to commencement of the agreement must be paid to Launchdeck by credit card or payment through iDEAL.
- The fee owed under the agreement is including VAT and any other levies arising from statutory provisions. Customer will furthermore owe the fees arising from these terms and conditions.
- In case Customer has failed to pay in time, Customer will be notified of this and will also be offered a further payment term. In case no payment is made within this term either, Customer will be in default without further notice of default.
- From the moment that Customer is in default, Launchdeck will have the right to block access to the Services. Besides this, Launchdeck will charge the statutory collection costs. These collection costs are 15% of the amount due with a minimum of € 40.-.
- Besides the collection costs as referred to in article 8.8, Launchdeck will also charge the statutory (commercial) interest rate from the moment the Customer is in default. Any costs for a lawyer, enforcement agent, etc. will also be borne by the Customer.
Article 9 Intellectual property
- It is not permitted to sell on or in any other way trade in, distribute, copy or make available any software, modules or other products or Services other than by way of the agreed Service Provision through Launchdeck.
- In case the Customer acts in violation of the provisions in article 9.1, the Customer will owe an immediately due and payable fine of € 6,000.- (six thousand euros) and an additional fine of € 500.- (five hundred euros) per day, for every day that the violation continues, with a maximum of € 50,000.- (fifty thousand euros).
Article 10 Use of Services
- In order to gain access to the Services, the Customer must have login data available which are provided by Launchdeck.
- The Customer will be responsible for the confidentiality and for maintaining secrecy regarding the login data provided by Launchdeck.
- The Customer will be liable for (unlawful) use of the login data by third parties and for all acts or expressions by way of the account of the Customer.
- In case third parties effect access to the account of the Customer, without this being attributable to the Customer, then the Customer must report this to Launchdeck immediately after its discovery.
- Launchdeck will never be liable for any damage which the Customer may incur as a result of unauthorised access to his account by third parties.
- The Customer indemnifies Launchdeck against any claims from third parties as a result of damage arising through unlawfully obtained access to the account of the Customer.
- The Customer must notify Launchdeck forthwith in case of changes in the name, e-mail address(es) or other information of the Customer.
- If the Service provided by Launchdeck fails to meet the demands to be made thereto, the Customer will be obliged to notify Launchdeck of this within five (5) days after having discovered this.
- The Customer will not be permitted to perform any illegal acts through the Service. This includes offering files that infringe copy rights or other intellectual copy rights.
- The Customer may not use the Service to process and publish source codes written for the purpose of being used in any medical or military operation.
- The use of the Service is entirely at the risk of the Customer. Any damage to servers, ICT-infrastructure etc. of the Customer as a result of the use of the Service is entirely at the risk of the Customer.
- Launchdeck applies a fair use policy for the Service. The Customer will be denied access to the Service by Launchdeck if the Customer within a one-month period has uploaded ten times the amount of data (measured in MB) through the Service in comparison to the average of other customers of the Service. Launchdeck will inform Customer about a pending denial of access to the Service if the Customer has uploaded eight times the amount of data (measured in MB) through the Service in comparison to the average of other customers of the Service.
- Without prejudice to the provisions in article 10.12, Launchdeck applies a fair use policy for the Service with regard to the ‘container time’. The Customer will be denied access to the Service by Launchdeck if the Customer within a one-month period has actually used the Service ten times the amount of time (measured in minutes) in comparison to the average of other clients of the Service. Launchdeck will inform Customer about a pending denial of access to the Service if the Customer has used the Service eight times the amount of time (measured in minutes) in comparison to the average of other customers of the Service.
Article 11 Licence
- All rights of intellectual or industrial property to all Services developed or made available pursuant to the Agreement, which include, but are not limited to software, the source code, databases, equipment or other material such as analyses, designs, documentation, reports and preparation material are solely vested in Launchdeck or its licensors.
- Customer will acquire only the user rights and the authorisations granted with these Terms and Conditions, other terms and conditions or granted expressly otherwise. Furthermore, Customer will not multiply the Software or other materials or make copies of same.
- Customer will not be permitted to change or remove markings or identification marks and/or any details regarding copy rights, trade names or other rights of intellectual property on the Software or applied through the site of Launchdeck, which will include markings regarding the confidential nature and secrecy of the Software, or to change or imitate the Software or any parts of this.
- Every other liability or obligation to indemnify on the part of Launchdeck for the violation of intellectual or industrial property rights of third parties is excluded, if caused by use of the delivered Software in a form not modified by Launchdeck, in relation to Software not delivered or granted by Launchdeck, or in another way than what the Software was developed or designated for.
Article 12 Liability
- Launchdeck excludes every liability for indirect damage incurred by the use of the Services it delivers, with the exception of situations where the damage can be directly attributed to wilful intent or gross negligence on the part of Launchdeck, its board of directors and/or managerial staff.
- Every liability will be limited to the amount, which pursuant to the applicable insurance agreement will be paid out in the matter in question.
- Direct damage will exclusively be understood to mean: the reasonable costs to determine the cause and extent of the damage, in so far as this determination pertains to damage in the sense of these Terms and Conditions, any reasonable costs incurred to have the poor performance by Launchdeck meet the requirements of the agreement, in as much as these may be attributed to Launchdeck and reasonable costs incurred to prevent or limit damage, in so far as the Customer proves that these costs have resulted in limitation of direct damage as referred to in this article.
- Launchdeck will in any case never be liable for the following loss items: consequential damage, loss of profits, lost savings, damages through business interruption, damages resulting from death and personal injury.
- In case of an exception of the provisions in article 12.2, where for whatever reason no payment pursuant to the insurance as referred to will be effected, the liability of Launchdeck will be limited to no more than the invoice value of the latest invoice.
- The Customer indemnifies Launchdeck against claims from third parties, which arise from, or else are connected to the performance of the agreement.
- In its activities, Launchdeck is dependent on the cooperation, services and deliveries of third parties, which Launchdeck can exert little or no influence on. Launchdeck can therefore in no way whatsoever be held liable for any damage whatsoever arising from the relationship with Launchdeck or from breaking off the relationship, regardless if the damage arises or becomes apparent during the relationship with Launchdeck.
- Launchdeck cannot be held liable for damage of whatever form caused by sending confidential or secret information. Launchdeck is not liable for security of the data that are stored or abuse of these data by third parties.
- Launchdeck will not be liable for the loss in any form of data uploaded through the Service. The Customer will be held to make a spare copy of data he uploads.
Article 13 Transfer of rights and obligations
- Parties are not entitled to transfer their rights and obligations arising from an agreement to third parties without advance written consent from the other party, except for the provisions as referred to in article 13.2.
- In case the Services offered by Launchdeck are transferred to another legal person, the obligations arising from this agreement will also be transferred. The Customer will in any case not be entitled to the right to terminate.
Article 14 Rights and obligations of the Customer
- The Customer will refrain from acts in violation of the General Terms and Conditions, the laws and/or regulations of the Netherlands and will adopt an approach and act according to what may be expected from a responsible and prudent user.
- Customer must report breakdowns in the operation of the Service(s) to Launchdeck forthwith.
Article 15 Helpdesk
- The helpdesk can only be reached by e-mail. Launchdeck will react as soon as possible to an e-mail sent to the helpdesk.
- Customer can derive no rights from information provided by staff members of the helpdesk.
Article 16 Rights and obligations of Launchdeck
- Launchdeck provides Customer access to its facilities and use of the agreed Services against payment by Customer of the agreed price.
- Launchdeck will make an effort to solve breakdowns in the access to its site and/or the use of the technical infrastructure as soon as possible.
- In so far as may be reasonably desired from Launchdeck, it will make an effort to sustain the Service(s) during 7 days a week and 24 hours per day, except for the time required for maintenance works and breakdowns.
- In so far as may be reasonably desired from Launchdeck, it will make an effort to sustain and maintain the link with other networks and/or systems.
- Launchdeck will eliminate a breakdown of the Service(s) as soon as possible after having been notified of this by Customer. No guarantees can be given regarding processing times.
- Launchdeck will inform the Customer regarding any breakdowns, which will directly affect the Service Provision of Launchdeck to the Customer.
- Launchdeck undertakes to announce maintenance works to its network in advance. Launchdeck will provide an estimate of the expected impact and duration.
- For promotional purposes, Launchdeck has the right to publish information of the Customer, which includes the figurative mark and/or verbal mark on its website and/or on other promotional expressions, unless the Customer has rejected this in writing.
Article 17 Amendment of the terms and conditions
- Launchdeck retains the right to amend or supplement these terms and conditions.
- Amendments will also apply in regard to agreements already concluded, with due observance of a term of 30 days after a written announcement of the amendment.
- In case Customer does not wish to accept an amendment in these terms and conditions up to the date when these amendments will become effective, he will be able to terminate the agreement by this date or on the date when the notice was received if this is after the date when the amendment becomes effective.
Article 18 Maintenance, breakdowns and liability for maintenance and breakdowns
- Launchdeck may at any desired moment perform maintenance on network servers, websites, applications, hosting services or other service provision. As a result, Services may be unavailable temporarily. Launchdeck may not be held liable by Customer or third parties for damage which may arise from this. In so far as possible, Launchdeck will announce maintenance in advance by e-mail.
- In case circumstances require Launchdeck to perform immediate maintenance (or have it performed), for example due to breakdowns, the possibility exists that Launchdeck will not be able to make a timely announcement. Launchdeck may not be held liable for damage which may arise from this for Customer or third parties.
- Examples of unattributable defects are: breakdowns to power supplies or other breakdowns to servers and hosting services of Launchdeck; technical or software-based breakdowns to servers and hosting services Launchdeck makes available for its clients.
- Availability of hosting services, applications and/or websites of Customer within the Launchdeck infrastructure is expressly not guaranteed. Launchdeck will not be responsible or liable for the consequences of this breakdown for Customer and/or third parties
- At the moment of a breakdown, maintenance or unavailability of Services, Launchdeck cannot guarantee communication on this in advance or in time.
Article 19 Regulations on disputes and applicable law
- In case a ruling by the court declares one or more articles of these terms and conditions invalid, the other provisions of these General Terms and Conditions will remain in full force and Launchdeck and Customer will consult in order to agree on new provisions to replace the invalid, or else voided provisions, where as much as possible, the objective and purport of the invalid or voided provisions will be observed.
- Every Agreement between Launchdeck and Customer is solely governed by Dutch law.
- The district court in Dordrecht, the Netherlands has sole jurisdiction to take cognizance of disputes between Launchdeck and the Customer.