Article 1 Definitions
MailerQ, hereinafter "the Product", is understood to be an application developed by Copernica BV and designed for delivering email messages.
Article 2 Copyrights Copernica
The Client and his employees will in no way attempt to multiply, make public or (re-)produce the application or parts of the application in the most wide sense of the word.
Article 3 Pricing and duration
3.1
All payments mentioned in this contract are billed in advance by Copernica BV. The customer pays for the license via mailerq.com.
3.2
All prices and rates referred to by Copernica BV are in euros unless stated differently and explicitely in writing.
3.3
All prices and rates referred to by Copernica BV do not include Dutch VAT or any other commissions charged by governments, nor do they include transport and delivery costs or travel and subsistence costs, unless stated differently.
Article 4 Payments
4.1
All objections of the Client towards an invoice from Copernica BV must be reported in writing to Copernica BV within 14 (fourteen) days of the invoice date, after this period the payment is final.
4.2
If the Client is of the opinion that the Product provided by Copernica BV does not comply with the agreement between parties, the Client must notify Copernica BV thereof in writing within 14 (fourteen) days after delivery, or 14 (fourteen) days after the supposed could have been reasonably known to the Client.
Article 5 Intellectual property
5.1
All rights of intellectual property concerning Products as well as designs, programming, documentation and all other materials developed and/or used in the preparation and execution of the agreement between Copernica BV and the Client, or come forth from this agreement, are preserved to Copernica BV or its suppliers. The delivery of the Product does not grant any transfer of the rights of intellectual property. The Client receives only a non-exclusive and non-transferable right of the use on the Product(s).
5.2
The Client will not, in part or whole, copy, recreate or attempt to recreate the Product, or let a third party do so, without written permission from Copernica BV in advance.
5.3
The Client will not remove or change indicators from Copernica BV or its suppliers concerning copyright, brands, tradenames or other rights of intellectual property.
Article 6 Liability of Copernica BV
6.1
The legal liability of Copernica BV for accountable shortcomings in upholding the agreement is limited to compensation to direct damage. The maximum compensation is as stated below in the Clients agreement. If the agreement is for over a year, the compensation is set at the total amount of the agreed compensation for the year in which the shortcoming takes place. In no case the total compensation for direct damages will be over 2.000,- (two thousand) euro. In case of physical damage or business damage, the compensation will be no more than 4.000,- (four thousand) euro per event. A sequence of events is considered as one event.
Direct damages are only considered the costs which the clients has reasonably had to make to recover or compensate for the shortcoming of Copernica BV to bring the delivered Product or Service up to the standard of the agreement. As well as any reasonable costs the Client had to make to prevent or restrict damage and reasonable costs to determine the cause and size of said direct damage.
6.2
Any liability of Copernica BV for indirect damages, including but not limited to causal damage, loss of profit or loss of returns, is excluded.
Article 7 Circumstances beyond Copernica BV's control
7.1
There is no accountable shortcoming of Copernica BV when the circumstances are beyond Copernica's control.
7.2
If the period of circumstances beyond control lasts for more than 60 (sixty) days successively, the Client has the right to disband the agreement in writing outside of court, without Copernica BV being held to any compensation for damages met by the Client as a result of disbanding the agreement.
Article 8 Legislation
8.1
The Client has to obey Dutch legislation regarding the use of the Product and/or service. The Client also has to obey local laws regarding the use of the Product and/or Service for the country the Client is located in, as well as local laws regarding the use of the Product and/or Service for the country the Client's relations are located in.
8.2
Should Dutch legislation allow certain practices regarding the use of Product and/or Service that are prohibited in the country the Client is located in, or his relation(s) is or are located in, the Client will obey local legislation.
8.3
Should local legislation allow certain practices regarding the use of Product and/or Service that are prohibited in the Netherlands, the Client will obey Dutch legislation.
8.4
The Client is accountable for any actions in violation with Dutch or local laws the Client takes. The Client indemnifies Copernica BV against any third party liability in these matters.
8.5
If the Client acts as an intermediate party between Copernica and a third party, the Client is accountable for any actions in violation with Dutch or local laws third party takes regarding the use of Product and/or Service. The Client indemnifies Copernica BV against any third or fourth party liability in these matters.
Article 9 Employees
The Client is not permitted for the duration of the relationship between the Client and Copernica BV as well as 1 (one) year in duration after that period to employ employees of Copernica BV directly or indirectly without explicit written permission from Copernica BV. Employees of Copernica BV are all persons in the service of Copernica BV or one of Copernica BV's allied enterprises or persons who have been employed at Copernica BV or one of Copernica BV's allied enterprises no longer than 6 (six) months ago.