Terms & Conditions

These general terms and conditions are used by the private limited liability company Your BI B.V., having its registered office in 's-Hertogenbosch and its principal place of business at Bethaniëndwarsstraat 6F, 1012 CB Amsterdam, as well as the (legal) persons designated by it.

These terms and conditions can be accessed at https://www.yourbi.nl/.

 

 

1. Definitions

In these terms and conditions, the following definitions shall apply:

Service(s): the services of Your BI, including but not limited to services in the field of consultancy, training and support to Customer;

End User(s) means an individual notified by Customer who uses the Software and Services under an Agreement;

Quote(s): an offer from Your BI to the Customer;

Party(ies): Your BI and/or the Client;

SLA: The Service Level Agreement between the Parties;

Software means all current and future software developed by Your BI, including but not limited to a) solutions for extracting, validating, transforming and loading data, b) data models, c) DAX calculations, d) Power BI dashboards and e) applications;

Agreement(s): all agreements between Your BI and the Client;

Fee(s): the fee payable by the Client to Your BI as included in the Quote;

Client: every (legal) person who enters into an Agreement with Your BI, including its employees and all external advisors who have been granted access to the Software and Services;

Your BI: the private limited liability company Your BI B.V., its legal successor(s) and/or its designated (legal) persons.

​

 

2. Applicability

1. These General Terms and Conditions apply to all Quotations, Agreements and (legal) acts between Your BI and Client.

2. The applicability of any general terms and conditions of Customer, under any denomination, is excluded unless otherwise agreed in writing.

3. Should one or more provisions of these General Terms and Conditions and/or a provision of an Agreement between Your BI and Client be void or nullified, the other provisions of these terms

4. and conditions and/or that Agreement shall remain in full force and effect. Parties are then obliged to replace the void or voidable provision (or have it replaced) by mutual agreement in a manner which does justice as much as possible to the intent of the void or voidable provision.

5. Deviations from or additions to these General Terms and Conditions or any Agreement to which they apply shall be valid only if agreed in writing by an authorized representative of Your BI.

6. In case of conflict between the contents of the Agreement and these general terms and conditions, the relevant provisions of the Agreement shall prevail, without prejudice to the applicability of the other provisions of these general terms and conditions.

7. Your BI is authorized to unilaterally amend these General Terms and Conditions. The latest version of these General Terms and Conditions shall always apply. Your BI shall inform Customer of the amendments 2 (two) weeks prior to the amended terms and conditions taking effect. This deadline does not apply if Your BI amends the General Terms and Conditions pursuant to a legal obligation or in order to address an unforeseen imminent danger in connection with protection against, for example, fraud, malware, spam, privacy or data breaches, misuse of personal data or risks related to cybersecurity. The amended terms will take effect immediately upon notice and publication.

 

3. Quotes

1. All Quotations of Your BI are based in part on the wishes made known by or on behalf of Client and the data, materials and documents provided by or on behalf of Client, the accuracy and completeness of which is assumed.

2. Quotes are completely non-binding; Customer cannot derive any rights from them, even if they contain an acceptance period.

3. Quotations are valid for the duration stated on the Quotation. In the absence of any indication of the term of validity on the Quotation, it is valid for 4 (four) weeks. If an offer is not accepted within the applicable period, the offer contained in the Quotation shall lapse by operation of law and the Customer may no longer rely on it. Your BI may revoke accepted Quotations up to and including the 3rd (third) working day after receipt of the acceptance thereof.

4. Obvious mistakes, omissions, omissions or errors in Quotations or other communications do not bind Your BI.

5.  Quotes do not automatically apply to future and/or follow-up orders.

 

 

4. Implementation Agreement

1. Your BI provides its Services on the basis of an obligation of effort. Your BI gives no guarantee regarding the results of its Services, unless explicitly agreed otherwise in writing.

2. Your BI's Services may change from time to time. If Your BI makes changes to its Services, Your BI will notify Customer of any material change.

3. Unless otherwise stated in the Quotation, Your BI makes no warranty of any kind regarding suitability for a particular use or error-free or uninterrupted use of the Software and makes no representation regarding the content or information accessible through the Software.

 

​

5. Warranties and obligations Customer

1. Client undertakes to provide to Your BI in a timely manner all information necessary for the execution of the Agreement, including documentation, data files, source data, information regarding accounts for End Users et cetera. The Client guarantees the accuracy and lawful acquisition of all information provided by it to Your BI and bears the risk of incorrect and/or incomplete and/or unlawful provision of information. Your BI is not liable for the consequences thereof.

2. Customer undertakes to provide all cooperation required for the performance of the Agreement including, but not limited to:

   • a) the timely granting of all powers and authorizations, (interim) inspections and consents and any deployment and availability of Customer's employees and facilities necessary for the proper performance of the Agreement;

   • b) Contributing to the configuration, implementation and management of the Software by, among other things, assembling and readying administrators of source data and software (systems) from which the data is accessed and/or into which the target data is loaded, a project team and an application administrator for Your BI's Software;

   • c) have available, install and maintain all equipment, connections and services required for the use of the Software, including, but not limited to, the Internet browser recommended by Your BI, PowerBI and Microsoft Office 365 licenses;

   • d) use up-to-date virus control software to prevent access through viruses or other malicious code to the Software;

   • e) verify that the storage of and access to data through the Software complies with applicable laws and regulations;

   • f) validating source data, optimizing the configuration of source and target systems, fixing erroneous data inputs, enriching source data with additional data or logic where necessary.

3. Customer and the End Users shall not, directly or indirectly through others:

   • a) Allow persons or entities other than authorized End Users to access or use the Software and Services;

   • b) use the Software other than as described in the Quotation, the Agreement or for any unlawful purpose;

   • c) translate, reverse engineer, decompile or otherwise attempt to access the source code of the Software;

   • d) access the Software to build a competitive solution;

   • e) Use the Software to provide commercial services to third parties;

   • f) make copies of any content provided or accessed by Customer in connection with the Software.

4. Customer shall immediately inform Your BI if an error occurs in the Software.

5. Client is required to provide access to personnel of Your BI or third parties designated by Your BI if Your BI deems this desirable.

6. Customer is responsible for the costs arising from resolving an error in the use of the Software attributable to Customer and/or its IT infrastructure and for the costs arising from optimizing and/or modifying the Software as a result of its IT infrastructure and/or design of its software systems.

​

 

6. Pricing, billing and payment

1. The Fees are stated in euros and exclude VAT and all other taxes, charges or fees, unless otherwise stated. These additional costs and fees, such as for support provided outside the scope of the SLA, shall be borne by Customer.

2. Your BI is at all times entitled to charge advances and/or require security for the payment of its claims and to suspend the performance of its obligations until the Client has paid the advances thus charged or has provided the requested security, respectively. Should the Client fail to make such advance payment or provide such security, Your BI is entitled to terminate the Agreement. All damages for Your BI resulting from this suspension and/or rescission shall be compensated by the Customer.

3. Your BI shall as a rule charge the fees due to it in advance to Customer on a monthly basis. The fees due to Your BI for one-time activities shall be charged prior to the commencement of the phases included in the Quotation.

4. Unless otherwise agreed in writing, payment shall always be made within 30 (thirty) days of the invoice date, without right to discount, set-off or suspension.

5. Customer may authorize Your BI to collect (recurring) payments from Customer's accounts by means of a SEPA direct debit. Customer acknowledges that there is no right of refund for Customer after such direct debit has been processed.

6. Complaints about invoices must be submitted to Your BI in writing, stating reasons, within 14 (fourteen) days of the invoice date, failing which Customer shall lose its rights in the matter.

7. Failure to make payment within the applicable payment term shall by operation of law and therefore without further notice of default, Customer's access to the Software may be suspended and Customer shall be liable to Your BI for interest of 1% (one percent) per calendar month, whereby part of a calendar month shall be deemed to be a whole calendar month, or the statutory commercial interest rate if higher. Your BI shall not be liable for any damages resulting from such suspension.

8. The judicial and extrajudicial costs for collection of all amounts owed to Your BI shall be borne by Client. Regardless of the actual costs incurred, the extrajudicial collection costs are a minimum of 10% (ten percent) of the invoice amount concerned with a minimum of € 250 (two hundred and fifty euros) excluding VAT per invoice.

9. Payments shall always be applied first to the costs and interest referred to in paragraphs 7 and 8 of this article and then to the oldest invoice, even if Customer indicates at the time of payment that it wishes to pay another invoice with it.

10. The claim for payment of all amounts due to Your BI shall become immediately due and payable if and as soon as the Client is in default vis-à-vis Your BI, if and as soon as the control over the Client - by means of a change of management, transfer of shares or otherwise - changes, as well as if the Client ceases or disposes of all or part of its business in any way, is declared bankrupt, applies for a moratorium, the statutory debt restructuring scheme (WSNP) is declared applicable to him, an application for his placement under guardianship is filed, his goods or part thereof are seized, as well as if a guardianship order is instituted over all or part of his assets or he otherwise loses the management and/or the disposal of all or part of his assets and furthermore if Customer - if he is a general partnership or limited liability company - is in liquidation or is dissolved.

11. In the event one or more cost price factors increase after entering into the Agreement, Your BI is entitled - even if they are the result of circumstances foreseen or foreseeable at the time of entering into the Agreement - to pass on the price increase to Client. In addition, Your BI is free to index the Fees annually in accordance with the CBS price index.

 

 

7. Intellectual property

1. Your BI is and shall remain entitled to all intellectual property rights vested in, contained in, relating to, or arising from the Software and Services, including future updates or upgrades, in the broadest sense.

2. The intellectual property rights are not transferred by license or otherwise by Your BI. Customer acknowledges that Your BI is entitled to the intellectual property rights and shall not infringe such intellectual property rights in any way.

3. All intellectual property rights created by, vested in or arising from the use of the Software and Services throughout the world are owned by or licensed to Your BI and may not be reproduced, transferred or licensed to third parties without the prior written consent of Your BI. Client is only entitled to use the Software in accordance with the Agreement.

4. All intellectual property rights created by, vested in or arising out of Customer's use of the Software or any enhancements, modifications, adaptations, updates or other changes to the Software derived from suggestions, requests, ideas or feedback provided by Customer are vested solely in Your BI, and Customer hereby irrevocably assigns all such intellectual property rights to Your BI, which Your BI accepts, and waives all moral rights in such enhancements and suggestions.

​

 

8. Privacy and data protection

1. Your BI processes the personal data of (affected persons of) Customer exclusively in accordance with the then applicable data protection laws and regulations, including in any case the General Data Protection Regulation (EU) 2016/679.

2. Client certifies that it is aware of and agrees to Your BI's privacy policy. The privacy statement can be downloaded at https://www.yourbi privacy-policy.co.uk/.

3. Client warrants that the personal data it provides to Your BI have been properly processed in line with applicable data protection laws and regulations, including in any case the General Data Protection Regulation (EU) 2016/679. Client shall indemnify Your BI for all damages and/or costs of any kind in this regard.

​

 

9. Liability and indemnity

1. Except in cases of intent and/or wilful recklessness, Your BI is not liable to Customer or third parties due to shortcomings, wrongful acts or any other legal basis for any damage suffered or to be suffered by Customer or third parties, of whatever nature and/or extent, including damage to property belonging to Client or third parties, as well as for direct damage, indirect and/or consequential damage, such as, but not limited to, immaterial damage, trading loss, stagnation

2. damage, production losses, loss of profit, personal injury or fines, among other things, but not exclusively, as a result of

   • a) loss or mix-up of Customer (source) data;

   • b) data breaches with Customer or third parties;

   • c) actions taken by Customer in response to insights obtained through the Software.

3. Should it be deemed that Your BI, notwithstanding the provisions in these general terms and conditions regarding its liability, is liable to the Client, Your BI shall, except in the case of wilful intent or deliberate recklessness, only be liable for such damages and only up to the actual payment of the liability insurance in the specific case, to be increased by the amount of the excess. Your BI is insured for liability for the amounts customary in the industry and in accordance with the usual conditions and shall in the event of damage always report the damage to its liability insurance.

4. Should Your BI's liability insurance provide no cover in any specific case for any reason, or should the damage in question not be paid out, Your BI's liability shall be limited to a maximum of the invoice value of the Fee in question, whereby in the case of a continuing performance agreement for an indefinite period of time the liability shall be limited to a maximum of the invoice amount over a period of 6 (six) months prior to the event which led to the damage, subject to a maximum of € 15,000 (fifteen thousand euros).

5. Any right of action and other powers of Customer lapse if Customer has not complained in writing to Your BI within 14 (fourteen) days after Customer discovered or reasonably should have discovered the damage.

6. Your BI accepts no liability for any third parties it engages. The limitations and exclusions referred to in this article as well as all other limitations and exclusions of liability set out in the Agreement shall also apply by way of a third-party clause in favor of all (legal) persons engaged by Your BI in the execution of the Agreement.

7. All defenses which Your BI may derive from the Agreement entered into with the Client in defense of its liability may also be invoked against the Client by its employees and third parties engaged by it in the performance of the Agreement, as if its employees and the aforementioned third parties were themselves parties to the Agreement.

8. The Client indemnifies Your BI in respect of all claims by third parties for compensation for damages for which Your BI's liability in the relationship with the Client is excluded or limited in the Agreement and/or these General Terms and Conditions. This indemnification may also be invoked by employees of Your BI and third parties engaged in the course of carrying out its obligations under the Agreement.

9. Notwithstanding the above, conditions limiting, excluding or establishing liability which may be invoked against Your BI by third parties engaged by Your BI, as provided in article 9.5, may also be invoked by Your BI against the Client. The Client may, if and insofar as Your BI has engaged third parties in the execution of the Agreement, never assert more rights against Your BI than Your BI may assert against the relevant third parties.

10. Insofar as the Agreement and/or these general terms and conditions do not provide otherwise, all rights of action and other powers of Customer for whatever reason shall in any event expire 12 (twelve) months after the occurrence of the event to which the Customer's right of action or other power relates.

​

 

10. Termination

1. If the Client does not, does not on time or does not properly fulfil any obligation arising for him from the Agreement and/or these General Terms and Conditions and does not remedy this within 14 (fourteen) days after having been given notice of default in writing by Your BI, or if Your BI has good reason to fear that the Client will fail to fulfil any of its obligations, as well as in the event of an application for or the granting of a moratorium, bankruptcy, cessation, dissolution or liquidation of the Client's business, whether or not conservatory attachment or in the event of his death, Your BI shall, without prejudice to its statutory termination options and other rights accruing to it, be entitled to suspend the obligations arising from the Agreement and to invoke the right of retention, and/or to terminate the Agreement in whole or in part with immediate effect, without notice of default or judicial intervention being required and without Your BI being liable for compensation, without prejudice to its right to compensation for losses suffered or to be suffered, loss of profits and other damages, costs and interest. The creation of an obligation to undo the services already received by Your BI pursuant to Article 6:271 of the Dutch Civil Code is excluded.

2. If Your BI suspends and/or terminates the Agreement pursuant to paragraph 1 in whole or in part, all claims against Customer shall become immediately due and payable in full.

3. Customer is not entitled to terminate the Agreement in the interim, unless the Parties have expressly agreed otherwise in writing or Your BI consents in writing.

4. Your BI is entitled to terminate the Agreement in writing at any time without any obligation to pay damages, subject to a notice period of 3 (three) months, unless otherwise agreed in writing.

 

11. Force majeure

1. If, after the formation of an Agreement between Your BI and the Client, circumstances arise or become known which are beyond the control of Your BI and which Your BI was not aware of or should have been aware of at the time the Agreement was concluded, as a result of which Your BI is unable to fulfil its obligations to the Client, or is unable to do so on time and/or in full, or if performance becomes difficult for Your BI, Your BI shall not be in default and is entitled to suspend its obligations and is entitled to demand that the Agreement be amended in connection with these circumstances beyond its control, unless in the circumstances this cannot reasonably be required of the Client. In the latter case Your BI may, at its option, rescind the Agreement entered into between the Parties without the Client being able to assert any right to compensation.

2. The aforementioned circumstances are understood to include any circumstance beyond the control of Your BI which permanently or temporarily prevents or hinders fulfilment of the Agreement, as well as - insofar as not already included therein - war or danger of war, political unrest, epidemics, riots, strikes, fire, flooding and/or (natural) disasters, accidents, government measures, delay or failure to deliver from suppliers, disruption of digital infrastructure, cybercrime as well as obstructive or restrictive measures by any authority, import or trade restrictions or otherwise prohibitions imposed by governmental or other organizations, boycotts, sanctions, embargoes, import or trade restrictions, transportation difficulties and/or and disruptions in the business of Your BI or its suppliers.

 

12. Transfer, assignment and pledge prohibitions

1. Without the prior written consent of Your BI, the Client is not permitted to transfer its rights and obligations under the Agreement (contract assumption). After assignment with the consent of Your BI, Client remains severally liable for fulfillment of the obligations under the Agreement.

2. Without the prior written consent of Your BI, the Customer is not permitted to assign or encumber claims under the Agreement. Assignment or encumbrance in violation of this prohibition shall have no effect on property law.

​

13. Confidentiality

1. The Parties shall not use or exploit confidential information of the other Party, consisting of any information provided by one Party to the other Party in connection with the Agreement, including information about such Party's business, employees, customers, sales, financial data, forecasts, and strategies relating to such Party's business, which is designated or otherwise designated as confidential or which derives value to the respective Party from the fact that it is confidential or would reasonably be considered confidential, for any purpose other than the performance of its obligations under the Agreement.

2. The parties will also impose their obligations under this article on their subordinates and on hired third parties.

3. The obligation of confidentiality does not apply to information or data that:

   • is in or enters the public domain other than as a result of the receiving Party's acts or omissions in violation of this Agreement;

   • was provided in a non-confidential manner without notice of any obligation of confidentiality;

   • must be disclosed pursuant to a legal obligation or judgment or pursuant to a requirement or request of a competent authority, provided that one Party notifies the other Party prior to such disclosure;

   • independent was developed by Your BI.

4. All previous agreements regarding the obligation of confidentiality or non-disclosure between the Parties are superseded by these general terms and conditions.

5. Customer understands and agrees that the operation of the Software as a whole is confidential in nature and contains trade secrets of Your BI.

6. The obligation of confidentiality, even after termination of the Agreement, continues in perpetuity or until the confidential information is no longer considered confidential under applicable law.

 

14. Applicable law and competent court

14.1 All Agreements to which these general conditions apply and all resulting or related agreements as well as any disputes arising therefrom shall be governed by Dutch law.

14.2 All disputes within the framework of Agreements to which these General Terms and Conditions apply and all resulting or related agreements shall be submitted exclusively to the competent court of the District Court of Amsterdam, unless Your BI chooses to bring the case before the court of the Client's domicile or other court with relative jurisdiction under the law or an Agreement provides otherwise.