General Conditions Aurea Imaging Version April 2020
In these general conditions (the “General Conditions”):
- “Aurea” means Pegasus Geospatial Consulting B.V., a private company with limited liability under the laws of the Netherlands with its corporate seat in Utrecht and its address at Wageningseberg 196, 3524LV Utrecht, the Netherlands, registered with the Dutch Trade Register (Kamer van Koophandel) under number 70573670, also known by its trade name Aurea Imaging;
- “Client” means any legal entity or individual acting in a professional capacity, not being a consumer, that enters or may enter into an Agreement with Aurea;
- “Parties” means Aurea and the Client both;
- “Agreement” means any contract or agreement between Aurea and the Client, including concerning the Client’s purchase of one or more Products and/or Services;
- “Product” means raw data or information collected, processed and/or filtered as part of the Agreement, including analysis, combination or aggregation thereof, made available to the Client in any form as part of the Agreement;
- “Service” means a service provided by Aurea as part of the Agreement, including the development, modification and/or maintenance of information technology, with the exception of any Product;
- “Person Affiliated with Aurea” means any current or former employee, board member, subsidiary, partner or shareholder of Aurea;
- “Third Party” means any party not being Aurea, including any contractors and subcontractors which Aurea may engage in connection with a Product, Service or Agreement;
- “written” and “ in writing” mean by means of a document, letter, fax message or e-mail message from an authorized representative of a party to the other party.
2. Offer and Agreement
|2.1.||Offers of Aurea are valid for 30 days, unless specified otherwise in writing. If the Client’s acceptance of an offer differs from the offer, the acceptance cannot lead to a Agreement unless Aurea
acceptance of the differing offer in writing.
|2.2.||Purchases of a Client of a Product or Service are subject to a written Agreement.|
|2.3.||Any prior or later agreements and/or statements between the Parties, which depart from the Agreement or the General Conditions, shall only bind Aurea if explicitly confirmed by Aurea in writing.|
|2.4.||The Client cannot assign, transfer or encumber any of its rights or obligations pursuant to the Agreement or General Conditions. Any attempt in this respect shall be void, except with the prior written explicit consent of Aurea.|
|2.5.||By entering into the Agreement, the Client accepts that Aurea is permitted to instruct a Third Party to carry out work in relation to the Agreement, and the Client authorizes Aurea to accept a limitation of liability stipulated by that Third Party on behalf of the Client.|
|2.6.|| Aurea is entitled to terminate the Agreement:
i. by giving the Client prior written notice of 14 days;
ii. if the Client does not pay an invoice within the applicable payment term;
iii. if the Client is in default or breach of contract;
iv. if the Client has failed to comply with an obligation under the General Conditions.
|2.7.|| If the Client is liquidated, declared bankrupt or granted suspension of payment or files for its own bankruptcy, suspension of payment or any other similar regulation, (i) the Client is obliged to inform
hours, (ii) Aurea is entitled to terminate or suspend the Agreement immediately or at any moment, and (iii) all outstanding payments of that Client to Aurea shall immediately become payable (onmiddellijk opeisbaar).
|3.1.|| Prices provided by Aurea exclude VAT which, where applicable, is charged at the Dutch rate in euros.
|3.2.|| Prices provided by Aurea exclude any tariffs that may be levied on import/export or trade of goods.
|3.3.|| Aurea is not held to uphold a price based on a printing or writing error.
|3.4.|| The financial administration of Aurea is leading in determining the amount due by the client.
|3.5.|| The Client shall keep confidential the pricing of Products and Services of Aurea.
|4.1.||Payments to Aurea must be made within 30 days of the invoice, unless specified otherwise by Agreement, by transferring the amount payable to the bank account of Aurea stated in the invoice. The Client is never permitted to suspend or offset payments.|
|4.2.|| If the Client fails to secure payment within the applicable payment term, Aurea is entitled to charge the statutory commercial interest rate (wettelijke handelsrente) over the outstanding amount. Aurea
a Client’s payment of the principal amount, if the interest due and accrued are not paid at the same time.
5. Data and Intellectual Property
|5.1.|| “Client Data” means any data made available by the Client to Aurea.
|5.2.|| “Intellectual Property Rights” mean any intellectual property rights, whether registered, unregistered or pending for application of any such protection, including, without limitation, all patents,
design rights, database rights, topography rights, plant variety rights, trade names, goodwill and all rights in any secret process such as trade secrets, business plans or other confidential information in respect of a party,
its products or its services.
|5.3.|| To the extent that the Client may have or obtain Intellectual Property Rights with regard to the Client Data, the Client grants Aurea a worldwide right to:
i. access, store, host, modify, analyze, process, transmit and otherwise use Client Data to the extent reasonably required for Aurea to provide a Product or Service to the Client, otherwise perform the Agreement, and/or comply
with any instructions from the Client or its representative; and
ii. access, store, host, modify, analyze, process, transmit and otherwise use aggregate, anonymized data generated from or based on Client Data, in order to improve the Products and Services and for other business purposes.
|5.4.|| The right granted by the Client to Aurea under Paragraph 5.3, Subparagraph i., may also be relied on by a Third Party engaged by Aurea to carry out or assist with (part of) the activities listed in that
|5.5.|| To the extent and for the duration necessary under the Agreement, Aurea grants the Client a worldwide right to:
i. access, store, host, modify, analyze, process, transmit and otherwise use the Product; and
ii. access, store, and use the Service.
|5.6.|| Aurea retains all Intellectual Property Rights with regard to its Products, Services and all related materials. Aurea shall not transfer or assign Intellectual Property Rights to the Client with regard
to a Product,
or related materials. The Client shall not obtain Intellectual Property Rights to any Product, Service or material, regardless of any contribution of the Client in their costs.
|5.7.|| The Client indemnifies Aurea regarding Intellectual Property Rights of the Client and/or a Third Party in materials or information, including Client Data, obtained by Aurea from the Client in connection
|6.1.|| “GDPR” means the General Data Protection Regulation (EU) 2016/679 and any related European or local applicable regulations in relation thereto.
|6.2.|| The Client ensures that it (i) is compliant with the GDPR at any time, and (ii) has obtained the explicit consent of all relevant persons in order for Aurea to perform the Agreement.
|6.3.|| The Client indemnifies Aurea regarding GDPR rights or obligations with regard to materials or information, including Client Data, obtained by Aurea from the Client in connection with the Agreement.
|7.1.|| Save for claims arising out of gross negligence (grove schuld) or willful misconduct (opzet) on its part, Aurea is not liable towards the Client or a Third Party.
|7.2.|| Claims against Aurea for compensation for damage shall expire if the Client fails to inform Aurea in writing of the damage within one month after the date on which the Client became aware or should have
damage and Aurea’s liability.
|7.3.|| If Aurea is liable for any form of damage to persons or property, its liability is limited to the amount paid out in that specific case under its applicable liability insurance policy plus the applicable
risico) or, if for any reason this insurance policy does not entitle Aurea to any payment, EUR 25,000.
|7.4.|| Aurea accepts no liability for:
i. damage caused by any use of incorrect and/or incomplete Client Data or other information, resources and facilities provided by the Client;
ii. damage caused by an error or omission (fout) of a Third Party instructed by Aurea or the Client to carry out work in connection with the Agreement;
iii. indirect damage, including consequential losses, loss of income, missed savings or losses caused by business stagnation.
|7.5.|| The Client indemnifies Aurea against claims from Third Parties regarding damage in connection to a Product or Service used by the Client, insofar as Aurea is not liable to the Client in that respect. The
it has sufficient insurance coverage in this respect.
|7.6.|| Paragraphs 7.1, 7.2, 7.3, 7.4 and 7.5 are irrevocable third-party clauses for the benefit of every Person Affiliated with Aurea.
|7.7.|| The Client shall allow Aurea to attempt to rectify and/or mitigate damage incurred by the Client and shall cooperate fully with such attempts.
8. Force Majeure
|8.1.|| “Force Majeure Event” means any act, event, or lack thereof beyond Aurea’s reasonable control, foreseeable or not, that occurs during the performance of the Agreement, which may include,
i. strikes, lock-outs or other industrial action at Aurea or a supplier of Aurea;
ii. civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (declared or undeclared) or threat or preparation for war;
iii. storm, fire, explosion, flood, earthquake, subsidence, epidemic and other natural disaster;
iv. impossibility or severe limitation of the use of railways, shipping, aircraft, motor transport, other means of public or private transport or public or private telecommunications networks;
v. the acts, decrees, legislation, regulations or restrictions of any government.
|8.2.|| If Aurea becomes unable to fulfill any of its obligations as a result of a Force Majeure Event, the performance of the Agreement is suspended for the duration of the Force Majeure Event, without Aurea
liability for damage related to that suspension.
|8.3.||If the duration of a Force Majeure Event has exceeded three months, Aurea is entitled to (partially) dissolve the Agreement without incurring any liability for damage related to that dissolution.
|9.1.||The General Conditions are applicable to all offers, quotations, Agreements and any other legal relationship between Aurea and the Client. The general conditions of the Client or a Third Party, if any, do not apply and are rejected.|
|9.2.||The General Conditions may be relied on by Aurea and every Person Affiliated with Aurea.
|9.3.|| The General Conditions are available under the registration of Aurea at the Trade Register (Kamer van Koophandel).
|9.4.|| Aurea is entitled to amend the General Conditions unilaterally. Any amendment to this effect shall become effective 14 days after Aurea’s written notification of the amendment to the Client.
|9.5.|| If any provision of the General Conditions or the Agreement becomes invalid or is set aside, the other provisions shall remain applicable and the Parties shall use their best efforts to agree on
provision concerned with a new one, as similar as possible to the original provision.
10. Governing Law
|10.1.|| Dutch law governs the Agreement and the General Conditions, without applicability of the United Nations’ Vienna Convention on Agreements for the International Sale of Goods.
|10.2.|| Any civil law dispute or claim in relation to the Agreement or the General Conditions, tort included, shall be exclusively resolved in first instance by the District Court of Amsterdam, the