Ecochain Terms & Conditions
These Terms of Service govern your use of Ecochain software and any related services provided by Ecochain Technologies.
Effective Date: 1-Sep-2022
1.1 All our services are subject to these terms and conditions. Our services include our online software (“Software”) and our consultancy services. We offer our services on our website (www.ecochain.com) or with a written or electronic proposal (“Proposal”). The agreement between us is entered into by online registration or by accepting our Proposal (“Agreement”).
1.2 In case the Agreement (based on acceptance of the Proposal) includes amendments to these terms and conditions, the Proposal supersedes these terms and conditions.
1.3 We do our utmost to provide accurate information in our promotional materials and on our website (www.ecochain.com). This information is meant only as an illustration of our services. You cannot derive any rights from this information.
§2. Software subscription
2.1 We deliver our Software on a subscription basis. We offer different types of subscriptions. Your subscription is specified in the Agreement. With a subscription, we grant you a non-exclusive and non-transferable right to use the Software online.
2.2 With the Software you will be able to access third-party datasets. By entering into the Agreement, you accept the applicable (end user) license terms for the use of these datasets. These terms are avialable on www.ecochain.com/terms-conditions.
§3. Use of the software
3.1 We will provide one or more user-accounts for the Software. You are responsible for the user-accounts and the persons using them for the Software. You will keep the login details for these user-accounts confidential. If you suspect or know that the confidentiality of the login details is breached, you must change these and notify us immediately.
3.2 The user-accounts are personal. You will not share these with more than one person and you will not provide the user accounts to persons not or no longer working for you.
3.3 You will only use the Software for your own use and not to provide services to 3rd parties. It is prohibited to use the Software for any other purpose than its intended use, which in essence is calculating and analyzing the environmental footprint of materials, products, processes and organizations. You will not reverse engineer or reproduce the Software, directly or through a third party. When using the Software, you will not cause disturbance or damages for us or others.
3.4 If we suspect that you are not acting in accordance with the previous clause, we can take any reasonable measure we deem necessary in order to avoid (potential) disturbance or damages for us or others. You indemnify us for any related claims of third parties.
§4. Company data, Results and Product Catalogue
4.1 When using the Software, you will enter data related to your business (“Company data”). You will remain the owner of the Company data and the results of your calculations with the Software (“Results”).
4.2 Our staff can access and view the Company data and Results in order to provide the agreed consultancy services, fulfill our obligations under the Agreement and enable the use of the Software.
4.3 We are not responsible for (verifying) the accuracy or completeness of the Company data and the data in external databases that are connected with the Software. We do not provide assurance over the accuracy of the Results.
4.4 With the Software, you can export the Company data and Results in regular electronic format.
4.5 We are not obligated to keep the Company data available after the end of the Agreement. At your request we will provide you a copy of the Company data at the end of the Agreement.
4.6 You can publish the Results in our product catalogue, if this is part of your Software subscription. By publishing the Results, you give other users of our Software the right to use the Results for their calculations, analyses and reports, and you give us the right to use the Results for our services. This right of use ends when you stop publication of the Results, which can be done with the Software. This does not affect the use of the Results in calculations, analyses and reports made during publication of the Results. The right of use continues after the end of the Agreement in case you do not stop publication before the end of the Agreement.
§5. Personal Data
5.1 We will collect certain personal data (“Personal Data”) about you when you become our customer or when you register for our Software. Such Personal Data may include your name, country, profession, email and telephone number. When you are using the Software, we will also collect standard technical information, including information on your operating system, network, IP address and logs of your interactions with the Software.
5.2 We use the Personal Data to execute the Agreement, including to authenticate and provide you access to the Software, to troubleshoot and to make sure the Software is secure. We will also use the Personal Data to monitor and improve the Software. If you opt in to receive news and information about our services, we will also use the Personal Data to send you such information. You can opt out at any time by following the instructions in emails you receive. We keep the Personal Data for as long as necessary to achieve those purposes and with regard to the Software no longer than your account remains active.
5.3 You have a right to: (i) request that information held about you is corrected, restricted, or erased (ii) object to certain processing activities, and (iii) request a copy of the Personal Data we hold about you. You also have the right to make a complaint with the relevant supervisory authority. We will inform you promptly if we cannot partially or fully meet your request, including the reasons thereof. We are the data controller for all processing of your Personal Data. Questions and requests about the processing of your Personal Data can be sent to firstname.lastname@example.org.
§6. Data security
6.1 We ensure that your Company data is stored securely. In this respect, we take all technical and organizational
measures that are customary in the market, considering comparable services as ours.
6.2 Our security policy (www.ecochain.com/security) describes our technical and organizational security measures in more detail.
§7. Availability of the Software
7.1 We make every effort to keep the Software continuously available, but do not guarantee uninterrupted availability.
7.2 We may temporarily decommission the Software for maintenance, adjustment or improvement. We keep these interruptions short and plan them as much as possible outside office hours. We make every effort to inform you in advance of planned interruptions. We are never liable for compensation of any damages resulting from an interruption.
7.3 We back-up the Software and your Company Data at least once a week. We keep back-ups for at least 1 week.
7.4 We continuously improve the Software, based on the experiences and wishes of our customers. We are not obligated to add specific functionality that you desire to the Software.
§8. Technical issues or complaints
8.1 The Software and our website describe how you can raise a trouble ticket or complaint about the Software. When reporting, you must provide a short and clear explanation of the problem or complaint.
8.2 We will respond to your ticket or complaint as soon as possible, during office hours. Our response consists of a confirmation of receipt and, if applicable, a description of the action to be taken and the estimated resolution time. We do our utmost to come up with an appropriate solution. This can be a work-around. The specified time for resolution is indicative. We are not be liable for damages resulting from us not meeting that timeline.
8.3 You are responsible for the hardware, software and connections you need to access the Software.
§9. Consultancy services
9.1 The consultancy services that we provide are specified in the Agreement. These may consist of providing support in using the Software or specialist advice.
9.2 We will provide our consultancy services in a professional manner. We ensure that our employees who provide the consultancy services have sufficient expertise and experience. These can be permanent employees or freelancers.
9.3 We may outsource our consultancy services (partially) to third parties, under our responsibility, subject to your prior approval.
9.4 We will specify what data we need from you for us to provide our consultancy services and may agree on a deadline for receiving that data. You will ensure that this is done on time and completely. We are not responsible for (checking) the correctness or completeness of the data that you provide to us.
9.5 We may use the Software when providing our consultancy services. Then, article 4.4 applies accordingly.
9.6 A subscription to the Software may include a certain number of days for support per contract year, as specified in the Agreement. The agreed number of days counts as a maximum per year. Days not used will expire at the end of each contract year.
§10. Duration and termination
10.1 A subscription to the Software starts on the date of the first time the Software is used by you or on your behalf, or (if earlier) on the date of the ‘Kick off’ meeting following the signing of the Agreement, or latest 8 weeks after signing of the Agreement. You can order additional subscriptions during the term of the Agreement. The term of additional subscription starts at the moment of ordering.
10.2 A subscription runs for a minimum period, as stated in the Agreement. After expiration of the minimum period, a subscription is automatically renewed with periods of one year. This is different if you have agreed on a monthly subscription. Then, a subscription will be extended by periods of one month.
10.3 You can cancel a subscription at the end of the current period, with at least two months prior written notice. If you have agreed on a monthly subscription, a notice period of 1 month is applicable.
10.4 If you purchase more than one subscription, the Agreement will last until the end of the last subscription.
10.5 If the Agreement only contains consultancy services, the Agreement will end upon delivery of the agreed work.
§11. Fees, invoices and payment
11.1 We start our services after receipt of the signed Proposal and the requested billing information, or after online registration and payment.
11.2 We will charge a subscription fee for use of the Software and any included support. We do this at the beginning of each year of the subscription, if you purchase a subscription with a minimum period of 1 year or more, or at the beginning of each month if you purchase a monthly subscription.
11.3 For consultancy services not included in the subscription, we will charge you a fee at our applicable rates. We invoice this fee monthly, based on actual time spent. If we mention a number of days for these consultancy services in the Proposal, this number is only intended as an indication. If we spend more time, we will charge the excess at our applicable rates.
11.4 If our environmental specialists have to be at your location in the Netherlands, we will charge € 0.60 per kilometer traveled. We will charge you travel expenses for trips outside of The Netherlands only after your prior written approval.
11.5 We can adjust our subscription fees once a year. We will inform you about this by email, at least 1 month before the change takes effect. In case the adjustment of the rate exceeds the CBS-index ‘Zakelijke dienstverlening’, you are allowed to cancel this Agreement as per the date the updated rates become effective.
11.6 All amounts stated in the Agreement are exclusive of VAT.
11.7 We can send our invoices to you by email.
11.8 Our payment term is 30 days after receipt of the invoice, unless agreed otherwise.
11.9 In the event of late payment of our invoices, you will be in default without us having to give you notice of default. From then on, you owe us the legal interest on the outstanding invoice amount and you must reimburse us for all costs that we incur when collecting the invoice, including costs of collection agencies, costs for legal advisers and legal costs. As long as you are in default with paying an invoice, we can (partially) suspend access to the Software and provision of the agreed consultancy services.
12.1 We are both obligated to keep all confidential and/or proprietary information (“confidential information”) that we receive from one another strictly confidential, and we are both restricted from using any such confidential information other than for the purposes described in the Agreement. Information is confidential if the providing party has notified this, if this is stated on the information carrier or if this follows from the nature of the information. In any case, the Company Data and the Personal Data can be regarded as confidential information.
12.2 Section 12.1 does not apply to information a) that was already public at the time of receipt or which became public after receipt without the receiving party violating a confidentiality obligation, b) of which the receiving party can prove that the information was already in its possession when received from the other party, (c) which the receiving party received from a third party, the third party being entitled to provide this information to the receiving party, and (d) made public by the receiving party based on a legal obligation.
12.3 If we engage external experts or third parties in delivering our services, we will ensure that they are bound by strict confidentiality with regard to the confidential information that you share with us. These external experts or third parties will only have access to the confidential information necessary to perform the Agreement.
12.4 We can publish about our services and activities. Without your consent, we will not provide any specific information about you.
12.5 The confidentiality obligations as described in this clause survive the end of the Agreement with a period of 5 years.
§13. Intellectual property rights
13.1 We, and where applicable our licensors, are the exclusive owners of all existing and future intellectual property rights pertaining to the Software and the associated documentation, databases, designs and logos, including modifications thereof.
13.2 You may not use (information about) the Software and the associated documentation, databases, designs and logos for the development of software that competes with our Software.
13.3 We can use the knowledge that we acquire when providing our services to improve our Software and other services. This includes use for statistical purposes, such as analyzing sector trends and preparing and publishing sector benchmarks. We are the owner of any intellectual property rights that may arise from this.
13.4 As a customer, you give us the right to use your name and logo on our website and in our promotional materials.
§14. Liability and force majeure
14.1 Our liability for direct damages under the Agreement is limited to an amount equal to the fees (excluding VAT) that you paid to us and that relate to the 6 months prior to the event causing the damages. Our total liability is capped at €1,000,000 per year.
14.2 We are not liable for indirect damages, consequential damages, loss of profit, missed savings and damages due to business interruption.
14.3 Not excluded is our liability for damage resulting from willful misconduct or gross negligence.
14.4 In case of force majeure, we do not have to compensate you for damages. Force majeure includes internet malfunction, telecom malfunction, (d)dos attacks, power outages, domestic disturbances, mobilization, war, transport disruptions, strike, business disturbances, supply stagnation, fire, flood or pandemic.
§15. Other provisions
15.1 You will appoint a permanent contact person for communicating with us about the Agreement. This communication is done by email, via the email address of your contact person.
15.2 We may amend these general terms and conditions at any time. We will inform you about any amendment 1 month prior to the amendment entering into force.
15.3 Without our prior approval, you will not solicit employees of ours, or let them work for you directly or indirectly, or negotiate about this with them. We can make our approval subject to certain conditions, such as payment of reasonable compensation. This obligation survives the end of this Agreement with one year.
15.4 We may transfer our rights and obligations under the Agreement to a third party if this third party will take over the sale and delivery of our Software. We will then inform you beforehand. Either party may transfer its rights and obligations in the case of a merger, corporate reorganization, or sale of substantially all of its assets.”
15.5 The following provisions of these general terms and conditions will survive the end of the Agreement: 2.2, 3.3, 12, 13, 14 and 15.
15.6 Only Dutch law applies to the Agreement. Any dispute arising out of this Agreement will be settled exclusively by the competent court in Amsterdam, The Netherlands.
15.7 The Dutch version of these general terms and conditions supersedes the English version in case of discrepancies.
Ecochain Technologies BV
KvK nr: 53518314
BTW nr: NL8509.10.870.B01