Terms & conditions

Article 1. Definitions

Unless the context expressly indicates otherwise, the following terms shall have the following meanings in these General Terms and Conditions:

Docfield: the contractual counterparty to the Customer in the Agreement and user of these general terms and conditions within the meaning of Article 6:231 sub b of the Dutch Civil Code.
Customer: the natural or legal person who uses or wishes to use Docfield's SaaS services and has entered into an Agreement with Docfield, or is negotiating the conclusion thereof, and counterparty to the Agreement within the meaning of Article 6:231 sub c of the Dutch Civil Code.
Agreement: the agreement of assignment within the meaning of Article 7:400 of the Dutch Civil Code between Docfield and the Customer on the basis of which Docfield will provide SaaS services to the Customer against (periodic) payment by the Customer.
SaaS: software offered as a service online or via another network.
SaaS services: the cloud-based software offered by Docfield via its Website or otherwise, as well as all advisory and implementation services in that regard.
SLA: Service Level Agreement. The written document in which Docfield and the Customer make agreements about the service provided, such as updates, fault resolution, and maintenance of the SaaS services.
Parties: Docfield and the Customer jointly, and each separately "Party".
Website: the website of Docfield, which can be accessed via: https://docfield.com/.
General Terms and Conditions: these General Terms and Conditions for SaaS services from Docfield.
GDPR: General Data Protection Regulation.
Written: in these General Terms and Conditions, "written" also includes communication by e-mail, fax, or digital means (for example, via an online interface) provided that the identity of the sender and the integrity of the content is sufficiently established.

Article 2. Applicability

These General Terms and Conditions apply to all Agreements, quotations, offers, deliveries, and work relating to the use of SaaS services offered by Docfield.
Any general terms and conditions of the Customer, whatever they are called, are explicitly rejected. Deviations from and additions to these conditions are only applicable if and to the extent that they have been expressly and in writing accepted by Docfield.
If Docfield has allowed deviations from these General Terms and Conditions, whether explicit or implicit, for a short or long period of time, this does not affect its right to demand direct and strict compliance with these conditions. The Customer cannot derive any rights from the way Docfield applies these conditions.
These conditions also apply to all Agreements with Docfield, for the performance of which third parties are involved. These third parties can directly invoke these General Terms and Conditions against the Customer, including any limitations of liability.
If one or more provisions of these General Terms and Conditions or any other Agreement with Docfield should conflict with any mandatory statutory provision or applicable legal regulation, the relevant provision will lapse and will be replaced by a new, legally permissible, and comparable provision to be determined by Docfield that approximates the content of the original provision as closely as possible.
In the event of a conflict between the content of an Agreement or SLA concluded between the Customer and Docfield and these terms and conditions, the content of the Agreement and the SLA shall prevail over the content of the General Terms and Conditions.
Docfield is always entitled to change these General Terms and Conditions. Docfield will inform the Customer in writing of these changes no later than 30 days before they take effect.

Article 3. Offers and quotations

All offers and quotations from Docfield are revocable and non-binding, unless expressly indicated otherwise in writing.
A composite quotation does not oblige Docfield to perform a part of the assignment at a corresponding part of the quoted price. Offers or quotations are not automatically valid for future (follow-up) assignments.
The content of the Agreement is determined solely by the description of the assignment given in the offer or quotation. If the acceptance deviates (on minor points) from the offer or quotation included in the offer or quotation, Docfield is not bound by it. The Agreement is not concluded in accordance with this deviating acceptance, unless Docfield indicates otherwise.
If an Agreement is offered on the basis of calculation, the quoted prices are only indicative, and the actual hours worked by Docfield and the actual costs incurred by Docfield will be charged.
Obvious errors or typing errors in the offers or quotations of Docfield do not bind Docfield.
The prices stated in an offer or quotation are exclusive of VAT unless otherwise indicated.
The Customer is responsible for the accuracy and completeness of the requirements, specifications, and other information and data provided by or on behalf of the Customer to Docfield on which Docfield bases its offer.

Article 4. Intellectual Property and Copyright

By entering into an Agreement with Docfield, the Client obtains a non-exclusive right to use the SaaS service(s) agreed upon in the Agreement and provided by Docfield. This right of use is strictly personal and cannot be transferred to third parties; this right does not belong (in part) to companies or institutions affiliated with the Client.
Unless expressly agreed otherwise, all intellectual property rights (including copyrights) of all SaaS services provided to the Client under an Agreement remain with Docfield and are not transferred to the Client.
The Client is not entitled to copy or reproduce the SaaS services in any other way, or to make them public in any way other than as provided for in the relevant Agreement.
The Client is not permitted to decompile, copy, modify, reproduce, sell, lend, rent, dispose of, or transfer (parts of) the software relating to the SaaS services.
Docfield has the right, where it deems it appropriate, to include its logo, company name, and/or the brand name of the SaaS services provided in the user interface (GUI) of the software services provided.
Without prior written consent from Docfield, the Client is not permitted to use Docfield's logos, trademarks, trade names, or other intellectual property in its communication (including advertisements and other promotional materials) with third parties.

Article 5. Access to the SaaS Services

Docfield will provide the Client with access to the agreed SaaS services during the term of the Agreement for the agreed number of users. To this end, Docfield will provide the Client with a username and password with which the SaaS services can be used and configured by the Client.
Access to the SaaS services can only be obtained by using devices, operating systems, and browsers that are compatible with the offered SaaS services.
The Client must keep the username and password provided by Docfield confidential. Docfield is not responsible for the misuse of the username and password and may assume that the person who logs on to the SaaS services and uses the Client's username and password is actually the Client. The Client must notify Docfield if the Client suspects that the username and password have fallen into the hands of unauthorized persons. Docfield has the right to take effective measures in such cases.

Article 6. Execution of the Agreement

Docfield will make every effort to provide the SaaS services in accordance with the technical and functional specifications as specified by Docfield in its documentation. However, Docfield's obligation in this regard is at all times only an obligation of best efforts and not an obligation to achieve any results.
If the aforementioned result is not achieved, this does not release the Client from its obligations towards Docfield, with the exception of any obligations that Parties have expressly linked to the achievement of the intended result.
To the extent that good execution of the Agreement requires it, Docfield has the right to have (parts of) the work carried out by third parties. This is at the discretion of Docfield. The applicability of Article 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.
Docfield has the right to adapt its systems, including its Website and SaaS services, or parts thereof from time to time to improve functionality and to correct errors. If an adaptation leads to a substantial change in functionality, Docfield will make every effort to inform the Client thereof. In the case of adaptations that are relevant to multiple Clients, it is not possible to opt out of a particular adaptation for a particular Client only. Docfield is not obliged to pay any compensation for damage caused by such an adaptation.
Docfield reserves the right to add, remove, or modify beta features of the SaaS services without prior consent from the Client and without being obliged to pay any compensation to the Client.

Article 7. Obligations of the Client

The SaaS services provided by Docfield are only a tool for designing, structuring, writing, validating, and publishing documents. In doing so, personal data or works, such as texts and images, from third parties may be used by the Client. The Client is at all times responsible for obtaining the necessary permissions from the relevant third parties in a timely and appropriate manner. Docfield is not liable for any damage suffered by the Client or third parties if it turns out that the necessary permissions from third parties were not granted or not granted on the correct grounds.
If the Client fails to comply with its obligations under the Agreement, Docfield has the right to suspend or restrict the provision of SaaS services or the performance of work until the Client has fulfilled its obligations or adequate security has been provided for this. Docfield will only proceed to suspension or restriction after it has notified the Client of this in writing, unless prior written notification cannot reasonably be expected of Docfield.

Article 8. Processing Activities

To the extent that Docfield processes third-party personal data for the Customer in the context of the performance of the Agreement, Docfield shall be considered a processor within the meaning of the GDPR. The Parties shall enter into a data processing agreement with respect to such processing.

Article 9. Duration of the Agreement

The Agreement shall be entered into for the duration stated in the Agreement. The Agreement shall be renewed automatically for the same duration, unless the Agreement provides for a different term.
The Customer may terminate the Agreement in writing with a notice period of 1 month, which termination may be made without stating reasons. The termination by the Customer shall only be definitive if it has been confirmed in writing by Docfield.
In case of termination or cancellation, any right of use of the SaaS services shall expire at the moment the Agreement ends.

Article 10. Invoicing and Payment

Payment shall be made in advance on a monthly or yearly basis. Payment of invoices shall be made within 30 days after the invoice date, without any set-off or discount, in the currency in which the invoice has been issued, in the manner specified by Docfield.
If the agreed payment term has expired, the Customer shall automatically be in default without any further notice of default being required.
From the moment of default, the Customer shall owe an interest of 1% per month on the amount due, unless the statutory commercial interest rate is higher, in which case the statutory commercial interest rate shall apply. All (extra)judicial costs incurred by Docfield to obtain payment, both in and out of court, shall be borne by the Customer from that moment on. In that case, the Customer shall owe a compensation of at least 15% of the outstanding amount, with a minimum of € 150.00. If the actual costs incurred and to be incurred by Docfield exceed this amount, they shall also be eligible for compensation.
If the Customer has not complied with its payment obligations in a timely manner, Docfield is entitled to suspend or limit the delivery of SaaS services or the performance of work until payment has been made or adequate security has been provided. The same applies prior to the moment of default if Docfield has reasonable grounds to doubt the creditworthiness of the Customer.
In case of liquidation, bankruptcy, debt rescheduling, or suspension of payment of the Customer or an application for that purpose, the claims of Docfield and the obligations of the Customer towards Docfield shall become immediately due and payable.
If the Customer has one or more counterclaims against Docfield for any reason whatsoever, the Customer shall waive the right of set-off. This waiver of the right of set-off shall also apply if the Customer applies for (provisional) suspension of payment or is declared bankrupt.
The Customer is not entitled to offset claims of Docfield against any counterclaims it may have against Docfield. This also applies if the Customer applies for (provisional) suspension of payment or is declared bankrupt.

Article 11. Adjustment of Rates

Docfield has the right to index the rates of the SaaS services once a calendar year (Service Price Index). The adjusted rate is calculated by multiplying the applicable rate by the index figure of the year preceding the year in which the adjustment takes effect and dividing it by the index figure of the calendar year preceding the year in which the rate took effect. If Docfield has reasons to set the adjusted rate at a higher amount than would be the case according to this calculation, the Customer is entitled to terminate the Agreement in writing within 14 days after notification, with effect from the moment the intended rate change takes effect. The Customer may continue to use the SaaS services at the original rate until the Agreement ends by termination.

Article 12. Availability, Maintenance and Changes

Docfield shall take all commercially reasonable actions to provide availability of the SaaS services of at least 99.9%, calculated on office hours from Monday to Friday from 9:00 am to 6:00 pm.
The availability of the production environment and IP connectivity is measured on an annual basis. Docfield has special facilities with which the availability of the production environment and IP connectivity is continuously monitored.
If as a result of corrective maintenance the production environment is temporarily unavailable, the Customer will be notified of this in advance by means of an announcement from Docfield. Corrective maintenance will only take place in exceptional situations and falls within the measurement of the guaranteed availability.
Preventive maintenance will only take place outside office hours. If preventive maintenance is scheduled, the Customer will be notified of this by means of an announcement from Docfield. Preventive maintenance falls outside the measurement of the guaranteed availability.

Article 13. Penalty scheme

Docfield applies a penalty scheme for cases involving a malfunction. This scheme applies if a malfunction lasts longer than what is allowed based on the guaranteed availability percentage. The compensation must be requested by the Customer from Docfield.
For each hour that the production environment is unavailable beyond the guaranteed availability, a credit will be made based on the average cost for a day of the monthly compensation. The credit takes place annually.
In all cases where Docfield B.V. is required to pay damages, it will never exceed the license fee paid by the customer over the last 12 months.

Article 14. Liability

Docfield carries out its SaaS services to the best of its knowledge and ability. Docfield is never liable for damage resulting from malfunctions or changes in the telecommunications and/or data transport systems of third parties.
Docfield is only liable for direct damage consisting of: (1) material damage to property, such as damage to equipment caused by the use of the software in combination with the relevant equipment; (2) reasonable costs made to prevent or limit direct damage, which could be expected as a result of the event on which the liability is based; or (3) reasonable costs that the customer has to incur to ensure that the performance complies with the agreement.
Liability for damage that does not consist of direct damage is excluded.
Liability for direct damage is limited to the amount actually paid out by Docfield's insurer in the relevant case. If the insurer for any reason does not pay out, Docfield's liability is limited to the amount actually paid to Docfield by the Customer in the 12 months preceding the event giving rise to the liability and is limited to a maximum of € 5,000.
If the Customer believes that Docfield has not fulfilled the Agreement properly, he must notify Docfield of this in writing within 14 days after he has discovered or could reasonably have discovered the defect in question. The Customer will, unless exceptional and proven circumstances apply, in any case be deemed to be able to discover a defect reasonably from the moment he has received the performance delivered by Docfield, or has otherwise become acquainted with the content of the performance. Any claim for damages against Docfield will expire after a period of 6 months, starting from the moment the damage arose.
The Customer is obliged to assist Docfield in examining a suspected defect and, if desired, to repair it within a reasonable time.
The limitation of liability described in this article does not apply in case of intent or conscious recklessness of executives (and executive subordinates) of Docfield.

Article 15. Indemnification

The Customer indemnifies Docfield against all claims by third parties, including claims based on (alleged) infringement of third-party rights, including but not limited to persons whose personal data are processed by Docfield on behalf of the Customer. The Customer will assist Docfield both in and out of court if Docfield is held liable in this respect. The Customer will do everything that can reasonably be expected of him in that case. If the Customer fails to take adequate measures, Docfield is entitled, without notice of default, to take action itself. All costs and damages incurred by Docfield and third parties as a result thereof shall be borne in full by the Customer.

Article 16. Termination of the Agreement

Without prejudice to the rights granted to it on the basis of the Dutch Civil Code, Docfield is entitled to terminate an Agreement immediately if the Customer has been granted (provisional) suspension of payment, has been declared bankrupt, is subject to a debt rescheduling arrangement or has stopped its business operations or liquidates the enterprise run by it.
Docfield is entitled to terminate an Agreement immediately if Docfield can no longer comply with its obligations on the basis of changed legislation or regulations or the decision of a judicial or supervisory authority.
Docfield is entitled to terminate an Agreement prematurely if Docfield can no longer meet its obligations due to the actions of a supplier or if it decides at any time during the term of an Agreement to definitively stop offering the relevant SaaS service or product.
In the event of termination as referred to in this article, everything owed by the Customer to Docfield will become immediately due and payable.

Article 17. Use of the Customer's company name and logo

By entering into an Agreement with Docfield, the Customer gives Docfield permission to use the Customer's company name and logo for promotional purposes, such as informing third parties which companies use Docfield's SaaS services. Docfield is, among other things, entitled to display the Customer's company name and logo on Docfield's Website, in brochures and in communication (newsletters, advertisements and other advertising communications included) with third parties.

Article 18. Applicable law

Dutch law exclusively applies to all agreements concluded between Docfield and the Client, even if the Client is domiciled or established abroad and regardless of whether the Agreement is wholly or partly implemented abroad.

Article 19. Disputes

All disputes, including those that are only considered as such by one of the Parties, arising from or related to the Agreement or Agreements that are a consequence thereof, will be settled by the competent court in the district where Docfield is established. This does not affect the possibility of the Parties to agree in mutual consultation that a dispute will be settled by means of arbitration.

Article 20. Amendment and interpretation of the terms and conditions

In case of interpretation of the content and scope of these General Terms and Conditions, as well as in case of conflict between the content or interpretation of any translations of these General Terms and Conditions and the Dutch version, the Dutch text thereof shall always be decisive.
The last deposited version shall always apply, or the version that was in force at the time the Agreement was concluded.