Terms and conditions

A.1. Definitions

Below we explain what certain words mean in these terms of service (ToS):

• Terms of Service (ToS): These conditions
• Service: Our SaaS platform for Real User Monitoring and related analytics services
• Client (you): The person or company with whom we enter into an agreement. This also applies to representatives and heirs
• Contractor (we): RUMvision B.V.
• Agreement: The agreements we make with you and record in writing
• Subscription: Your paid plan for accessing our RUM platform and services, including specific limits for domains, pageviews, and sampling settings
• Domain: A unique website domain name (e.g., example.com, shop.example.com, and example.org are counted as separate domains; subpaths like example.com/us and example.com/uk count as one domain)
• Pageview: Each time our tracking code measures when a page first starts loading (Time To First Byte, TTFB). Each unique time a user opens a page counts as one pageview. It doesn't matter how long the user stays on the page or how often they return to that same page in a session
• Sampling: The percentage of visitors for whom we collect performance data (e.g., 100% = all visitors, 50% = half of visitors). Available sampling rates depend on your subscription level
• Pro-rata billing: Proportional billing based on actual usage within our billing cycle. We bill on the 1st of each month for the entire upcoming month. For example, if you start on the 15th, you pay pro-rata for the remaining 16 days of that month, then full monthly amounts from the 1st of subsequent months
• Snippet: The JavaScript tracking code that you place on your website to collect performance data
• API: Application Programming Interface - our system that allows programmatic access to your data
• Agency arrangement: When you use our service to monitor websites for your clients (subject to separate agency agreements)
• Force majeure: A situation in which someone cannot fulfill their obligations, without their own fault, for example due to a natural disaster
• Personal data: Any information relating to an identified or identifiable natural person, as defined by GDPR
• In writing: This also means communication via email, our Platform or any other digital way, if it is clear who sends the message
• Platform: Our online SaaS application accessible at insights.rumvision.com where you access your performance data, manage settings, and configure monitoring
• Website: RUMvision.com (our main marketing and information website)

A.2. When do these terms of service apply?

1. These terms apply whenever we agree or do something together, for example quotes, subscriptions, make use of our free software and agreements.
2. We always reject your own terms in writing. We clearly state that only our terms apply.
3. If a provision from these terms proves to be invalid, all other provisions remain valid. We then discuss together how to adjust that provision so that it remains valid and clear.
4. If there is a difference between different documents, this order of importance applies:
   • the data processing agreement
   • our agreement (including annexes)
   • these terms of service
   • any additional terms
5. We can also make deviating agreements together. We then do this in writing.
6. We may always adjust these terms of service. You can find the latest version on our website.

A.3. Enterprise subscriptions and custom terms

1. These standard terms of service apply to all RUMvision subscriptions and services, except for Enterprise subscriptions where custom terms have been negotiated and agreed upon in writing.
2. Custom terms and conditions are only available for Enterprise subscriptions and require our Professional Services package, which may include:
   • Contract negotiation & customization
   • Security questionnaire completion
   • Legal consultation & DPA review
   • Dedicated technical onboarding
3. To discuss custom terms, contact our sales team for an initial consultation. We will conduct an inventory discussion to understand your specific requirements and provide a customized quote based on the scope of changes needed. You can then decide whether to proceed with the proposed terms and pricing.
4. For all other subscription tiers (non-Enterprise), these standard terms of service apply without exception, with exception to those made before these ToS were changed.

A.4. Quotes and offers

1. Our quotes and offers are non-binding. This means that we can always withdraw them, even if there is a certain term stated.
2. Quotes are valid for 30 days by default, unless we agree otherwise.
3. Errors such as typos and obvious mistakes are not binding for us.
4. If you agree to a quote, but you change certain conditions, we do not have to accept your amended proposal. An agreement is only created when we agree to your changes.
5. A quote only applies to that one specific proposal. A new quote applies to follow-up orders.

A.5. Formation of agreement

1. An agreement is created as soon as you accept our quote in writing (also via email or electronically).
2. Sometimes we also accept verbal agreements as an agreement. We then always confirm the agreements between us in writing.
3. The agreement is also created at the moment we receive your order confirmation or when we start execution.

A.6. Duration of the agreement

1. For our monitoring service subscriptions, we conclude monthly or yearly subscriptions which automatically renew per selected period until you cancel.
2. For Enterprise and Agency we only accept annual subscriptions.

A.7. Prices

1. All prices we mention are exclusive of VAT and exclusive of any additional costs such as shipping costs, travel costs and accommodation costs. If these costs do apply, we will clearly let you know in advance, unless we have already made other agreements about this.
2. If there is a clear typo or calculation error in the prices of our quotes, we are not bound by it.
3. We may change our subscription models and prices as we see fit. For monthly subscriptions this might mean you face changes in pricing. We will inform you of these changes with a minimum of 30 days in advance, and it's up to you to cancel or accept the new price.
4. We may adjust our rates every year on January 1 based on the CPI index figure for November of the previous year.
5. Our rates may also change due to changes in legislation. Think of changes in the level of VAT.

A.8. Payment methods and timing

1. You pay our invoices via bank transfer or via the payment options provided by our payment provider Stripe (creditcard, SEPA direct debit, and other methods may be available upon request).
2. Billing cycle: We bill and charge creditcards on the 1st of each month for the entire upcoming month
3. SEPA billing: For SEPA direct debit payments processed through Stripe, you will receive advance notification of upcoming payments approximately 1-2 business days prior to the payment being processed. By accepting these Terms of Service, you consent to receiving these advance payment notifications and authorize the processing of direct debit payments following such notifications.
4. Pro-rata billing: If you start your subscription mid-month, your first invoice will be pro-rated from your start date until the end of that month. Starting the next month, you'll be billed the full monthly amount on the 1st of each month.
5. With direct debit (SEPA) you authorize us to debit the subscription amount on the 1st of each month. You receive an invoice on the same day as the collection date.
6. For bank transfer payments, you have 14 days to pay your invoices.
7. Additional one-time services such as training or consultancy are charged in separate invoices.

A.9. Subscription terms

1. For yearly subscriptions, you get a discount as stated in our price list or quote. Annual payments are always made in advance for the entire year.
2. All subscriptions automatically renew for the same period (month or year) unless you cancel according to the procedures in article A.12.
3. Upgrades: You can upgrade your subscription during the term. We will charge you pro-rata for the remaining period at the higher subscription rate.
4. Downgrades: Downgrading is only possible from the next renewal period. The downgrade will be reflected in your next renewal invoice.
5. With our autoscaling function, extra pageviews are automatically invoiced separately after consumption according to pre-agreed rates.

A.10. Payment disputes and defaults

1. If you disagree with an invoice, you must still pay it first. Making an objection does not mean that you may postpone payment.
2. You may not offset amounts you owe us against amounts you think you are still owed by us.
3. You always pay on time, within the agreed payment term, even if you make a chargeback via your bank or credit card. In that case we charge at least €25 administration costs per chargeback.
4. If you do not pay an invoice within the agreed term, you are automatically in default. This means that from that moment you must pay statutory commercial interest on the outstanding amount. This continues until you have paid the full amount.
5. We first use your payment to pay outstanding costs and interest. Then the payment goes to the oldest outstanding invoice, even if you mention that it concerns a different invoice.
6. If you do not pay on time, we will first send you a payment reminder. If payment is still not received after this reminder, you owe collection costs. For this, a standard minimum of 15% of the outstanding amount applies, with a minimum of €40 per outstanding invoice. Any additional legal costs, attorney fees, court costs, and other collection expenses are for your account.
7. If you fail to pay invoices on time, we may suspend data collection for your account and/or terminate your subscription without prior notice. This suspension or termination does not release you from your existing payment obligations, and we retain the right to pursue collection of all outstanding amounts.
8. Are you declared bankrupt, placed under administration, or are your assets seized? Then all amounts you still owe us immediately become due and payable.

A.12. Subscription cancellation

1. Cancellation timing: All subscriptions can be cancelled with 15 days notice using the cancellation function in our platform.
2. Pro-rata refunds: If you cancel with proper 15-day notice, you will not be charged for the following period. No refunds are provided for partial month usage of the current billing period.
3. Yearly subscription notifications: For annual subscriptions, we will send you a courtesy notification 30 days before your renewal date to remind you of the upcoming renewal. You still have until 15 days before renewal to cancel if you choose to do so.
4. Cancellation method: Cancellations are only accepted through the cancellation function in our platform. Email, phone, or other forms of cancellation are not accepted, except when we provide you with written confirmation that such alternative cancellation is accepted.
5. When you cancel, we automatically stop future payments. You must also remove the tracking snippet from your website within two days to avoid unauthorized usage charges (see A.16 paragraph 2).

A.13. General use of the SaaS service

1. You use our Software-as-a-Service (SaaS) service for Real User Monitoring (RUM) only for legitimate website performance monitoring purposes.
2. You access our service through our Platform at insights.rumvision.com using your account credentials.
3. You stick to the limits we agreed together, such as the maximum number of domains, pageviews, and sampling rates.
4. You may not share the SaaS service with others without our written permission.
5. You may only use our service for websites or domains with which you have a direct relationship - websites you own or for which you have explicit permission to monitor.
6. You may not use our service if you are a provider of a competing service, such as another tool for website analysis or Real User Monitoring.

A.14. Availability and maintenance

1. We do our best to keep our service available 99% of the year, but we cannot guarantee this.
2. Sometimes we have to perform immediate maintenance (urgent or emergency maintenance). We do not always announce this in advance.
3. We may temporarily put services we deliver out of use for maintenance, adjustments or improvements.
4. We always do our best to keep our services good and active, as long as our agreement runs. Yet we are not liable for damage arising from our services being temporarily or partially unavailable. This does not apply if we clearly make other agreements about this in an agreement or a Service Level Agreement (SLA).

A.15. Usage limits and billing

1. Subscription limits: Your subscription includes specific limits for:
   • Domains: The number of unique domains you can monitor
   • Pageviews: The monthly pageview allowance across all your domains
   • Sampling rate: The percentage of visitors we track (higher rates may require higher subscription tiers)
2. Domain counting: We count domains by their full domain name. Examples:
   • example.com and example.org = 2 domains
   • shop.example.com and example.com = 2 domains
   • example.com/us and example.com/uk = 1 domain
3. Pageview measurement: You pay based on the number of pageviews per month. At 75% and 90% of your limit you get an automatic warning.
4. Exceeding limits: Are you at your pageview limit (100%)? Then we pause the service until the next billing period, unless you upgrade or use autoscaling. Then we automatically invoice the extra pageviews.
5. Usage manipulation: You may not try to manipulate or circumvent the counting of pageviews or domains. We determine how usage is measured. We filter recognizable bots, but cannot give a 100% guarantee that there is no bot traffic.
6. Traffic spikes: We may ratelimit you when you experience an unexpected large spike in traffic to protect your pageview allowance as well as our infrastructure. We base our ratelimits on your subscription and add a multiplier to your allowed usage.

A.14. Implementation and data usage

1. Our service helps you analyze your website. We give no guarantees about how complete or accurate the data is. You decide yourself what to do with it and those decisions based on our measurements are therefore at your own risk.
2. Correct implementation is necessary for proper functioning. We help you with this, but are not liable if you set something up incorrectly yourself.
3. You may only use the service for fair and legally permitted traffic on your own website. You may not collect sensitive personal data, track users for marketing, and conduct competitive analyses on sites for which you do not have permission.

A.15. Use of snippets and integration

1. Our service works via a JavaScript snippet. You place this snippet without changes in the <head> of all pages you want to monitor or via for instance Google Tag Manager. If you modify the code anyway? Then functions may work less well and our warranty expires.
2. If your subscription stops, you remove the tracking code within two days. If you don't do this, then:
   • we may charge costs for data traffic;
   • we may take technical measures to block the code;
   • you are responsible if privacy problems arise;
   • you pay us €0.50 per day for each started million pageviews recorded by unauthorized snippets, with a minimum charge of €1 per day. This continues until all snippets are removed.
3. The service remains active as long as the snippet is on your website, even if you have cancelled. Do you work as an agency? Then you ensure that all snippets are also removed from your clients.

A.16. Agency arrangements

If you use our service to monitor websites for your clients (agency arrangement), separate agency terms and conditions apply as agreed in your agency contract with us. The basic requirements are:

1. You remain fully responsible for payment, even if your clients do not pay you;
2. You must remove all tracking snippets from client websites when your subscription ends;
3. You are responsible for ensuring snippet removal is complete.

A.17. API Access and Usage

1. API Access: We may provide API access to certain customers as part of their subscription. API access is subject to these terms and any additional API documentation we provide.
2. Rate Limits: API usage is subject to rate limits to ensure service stability and depend on your subscription.
3. Authentication: All API access requires proper authentication using API keys provided through your account dashboard. You are responsible for keeping API keys secure and must not share them with unauthorized parties.
4. API Key Security: You must:
   • Store API keys securely and never expose them in client-side code
   • Rotate API keys regularly or immediately if compromised
   • Notify us immediately of any suspected API key compromise
   • Use HTTPS for all API communications
5. Acceptable API Usage: You may use our API only for legitimate monitoring and analytics purposes. Prohibited API uses include:
   • Attempting to reverse engineer our service algorithms
   • Creating competing monitoring services using our API
   • Excessive requests that impact service performance for other users
   • Automated data scraping beyond your subscription limits
6. API Changes and Deprecation: We may modify, update, or deprecate API endpoints with reasonable notice. Critical breaking changes will have at least 90 days notice when possible.
7. API Availability: API access is subject to the same availability terms as our main service. We do not guarantee API uptime beyond our general service availability.

A.18. Acceptable use policy

In addition to general legal compliance, you specifically agree not to:

1. Technical abuse:
   • Reverse engineer, decompile, or attempt to extract our algorithms or source code
   • Use automated tools to access our service beyond normal browser usage
   • Attempt to circumvent any technical limitations or security measures
   • Probe, scan, or test the vulnerability of our systems without permission
2. Service interference:
   • Disrupt or interfere with our service or servers
   • Impose unreasonable loads on our infrastructure
   • Use our service in ways that could damage or overload our systems
   • Attempt to gain unauthorized access to our systems or other customer accounts
3. Data collection violations:
   • Monitor websites you don't own or have explicit permission to monitor
   • Collect sensitive personal data through our tracking (payment info, passwords, etc.)
   • Use our service to track users without proper consent where required by law
   • Attempt to identify individual users from collected analytics data
4. Competitive activities:
   • Use our service if you are a provider of a competing service (such as another Real User Monitoring, website analytics, or performance monitoring tool)
   • Use our service data to build competing monitoring or analytics tools
   • Resell access to our service without explicit written permission
   • Share account credentials with competitors or unauthorized parties
5. Content violations:
   • Monitor websites containing illegal content
   • Use our service for websites promoting hate speech, violence, or illegal activities
   • Track websites that violate intellectual property rights
6. Commercial misuse:
   • Exceed your plan's pageview limits through technical circumvention
   • Use trial accounts for commercial purposes beyond evaluation periods
   • Create multiple accounts to avoid payment or plan restrictions

Enforcement: Violation of this Acceptable Use Policy may result in immediate service suspension or termination without refund, as outlined in article A.26 (Service misuse and account termination).

A.19. Data retention and deletion

1. During active subscription: While you have an active subscription with us, we retain your historical performance data for up to 13 months. Data older than 13 months will be automatically deleted from our systems.
2. Data aggregation: We may aggregate and anonymize your data during the retention period for service improvement, benchmarking, and analytical purposes. This includes using artificial intelligence and machine learning technologies to identify performance patterns, detect anomalies, and generate improvement recommendations for our clients. We ensure that only properly anonymized data is used for these purposes, including any AI model training, in full compliance with applicable privacy laws including the GDPR and EU AI Act. For more information about your rights regarding this processing, please refer to our privacy policy.
3. After subscription cancellation: If you cancel your subscription, we will store your data for up to 2 additional months to allow for potential reactivation or data export. After this 2-month period, we are entitled to permanently delete all your performance data and user accounts.
4. Invoice and contact data: We will retain invoice details, contact information, and other business records as required by Dutch law (currently 7 years from the last transaction) for tax and legal compliance purposes.
5. Early deletion upon request: Upon written request, we can delete your performance data sooner than the standard retention periods, except for data we are legally required to retain under Dutch law (such as invoicing records).
6. No recovery after deletion: Once data is deleted according to these retention policies, it cannot be recovered. We recommend exporting any important data before cancellation.

A.20. Viewing and exporting data

1. You can export the data you collect and store via our service at any time yourself via the interface of our service.
2. If your subscription stops, your data remains available for export for up to 2 months as outlined in article A.19.
3. After the retention period specified in article A.19, we may permanently delete the data. We do not have to give you a separate message about this.
4. We do not guarantee that your exported data also works properly in other systems or tools.

A.21. Privacy and personal data

1. We respect your privacy and process your personal data according to the law, especially according to the General Data Protection Regulation (GDPR).
2. We take appropriate measures to secure your personal data against loss and misuse.
3. If we process personal data on your behalf, we conclude a separate data processing agreement about this. We do not engage other (sub)processors without your consent, except if this is necessary according to our agreement.
4. If a data breach occurs or we think this has happened, we let you know as soon as possible.
5. You ensure that you only give us personal data if you have the legal right to do so. You protect us against all claims from others about this.

A.22. Security of your account

1. You yourself ensure good security of your account with a username and password. You always keep your password secret.
2. Everything that happens from your account after logging in with your data, we see as your responsibility.
3. If someone else has access to your account, you must report this to us immediately.
4. Do you suspect unauthorized access to your account? Then you let us know immediately and also immediately change your password.

A.23. Service communications and marketing emails

By signing up for our service, you consent to receive emails from us related to our services, including but not limited to:

• Service newsletters and product updates
• Platform feature announcements and improvements
• System alerts and important service notifications
• Weekly performance reports and analytics summaries
• Account-related communications and billing notices

You can unsubscribe from marketing communications (newsletters, product updates) at any time by using the unsubscribe link in our emails or by contacting our support team. However, you cannot opt out of essential service communications such as security alerts, billing notifications, or critical system updates that are necessary for the proper functioning of your account.

A.24. Advice and consulting

1. If we give advice, we do this based on information you give us and what we see in the data.
2. We cannot give guarantees about the result or the speed with which something is achieved with our advice. You also cannot derive guarantee for certain results from our advice.
3. You are responsible for decisions you make based on our advice. We are not liable for this.
4. We are only liable for direct damage if we demonstrably made errors in the advice. The rules from article A.32 (Liability) apply for this.

A.25. Training and audits

1. If we give a training or conduct an audit for you, we clearly tell you in advance what the content is, where it takes place and when it is given (live/online).
2. Training and audits are exclusive and tailor-made for you. It is not intended for you to invite other parties, unless we have made written agreements about this.
3. For training or audits at your own location you are responsible for the facilities, such as space, computers, internet and beamers.
4. We can never guarantee that training always takes place. For example if there are too few participants or if there is force majeure (see also article A.33). We let you know in advance in the agreement how many participants are needed at minimum.
5. We may change the content of the training or the instructor. We naturally let you know this as soon as possible.
6. Cancellation: Do you want to cancel or move the training before it starts? Then we may charge the costs we already incurred. Think for example of travel and accommodation costs, rental of a location, catering or preparation costs if it concerns a tailor-made training.
7. Materials: All training materials we give you are protected by copyright. You may not simply copy or make this material public without having received written permission from us in advance.

A.26. Service misuse and account termination

We may immediately terminate your account and access to our services without prior notice if:

1. You are a provider of a competing service (such as another Real User Monitoring, website analytics, or performance monitoring tool) and use our service to gain competitive advantage or insights;
2. You upload, collect, or process data that is not allowed, including but not limited to:
   • Data from websites you do not own or control
   • Sensitive personal data in violation of GDPR or other privacy laws
   • Data collected through fraudulent or deceptive means
   • Copyrighted content without proper authorization
3. You misuse our service by:
   • Attempting to reverse engineer, hack, or compromise our platform
   • Sharing your account credentials with unauthorized parties
   • Using our service to harm, harass, or violate the rights of others
   • Violating any applicable laws or regulations
   • Deliberately circumventing usage limits or technical restrictions
   • Using our service for purposes other than legitimate website performance monitoring

In case of immediate termination for service misuse:

• You forfeit any prepaid fees or credits
• You must immediately remove all tracking snippets from your websites
• We may retain your data for legal or security purposes as permitted by law
• All penalty clauses in these terms remain in full effect

Before termination, we may at our discretion:

• Issue warnings about policy violations
• Temporarily suspend your account to investigate issues
• Request clarification about your use of our service

A.27. What we expect from you

1. You ensure that we receive all data, instructions and information we need to do our work properly on time. You also give us timely access and authorizations.
2. After placing your snippet you will check if there are any conflicts between your code and ours. While we have build-in precautions, it is up to you to do a final check that there won't be issues with your own software and services.
3. You are responsible for the management, security and use of your own equipment and systems. If your systems are hacked, you are responsible for this yourself.
4. If you give us protected materials, data or information to use, you ensure that we have permission for this. You protect us against any claims from others about this.
5. If you do not comply with your obligations, we may temporarily stop our work (= suspend) and charge you any additional costs.

A.28. Support and response times

1. If you change something yourself in what we delivered, you do this entirely at your own risk. We are then not obliged to solve errors or problems caused by this. This does not apply if you inform us in advance in writing and we approve that change. We may attach conditions to such approval.
2. By default we do not give support to your clients (end users), unless we have clearly agreed this together in writing.
3. Have we not made agreements about how quickly we respond in our agreement or SLA? Then you may expect that we respond within a reasonable term to your questions about support or maintenance.
4. We do our best to install updates, security patches and new versions of software as quickly as possible. We do not do this if it may affect the security or stability of our services.
5. For urgent security problems or important updates we may perform immediate maintenance, without informing you in advance.

A.29. Security and data integrity

1. Our service works on modern browsers and devices. Adblockers, privacy settings or other (privacy) tools may affect functioning. We are not liable nor responsible if functionality is reduced as a result.
2. Our service may have a small effect on your website's loading speed. We may regularly update the functionality of our service, which may also change the collected data.

A.30. Warranties

1. We promise that we perform our services as agreed, carefully and according to good workmanship.
2. If we deliver a service from a third party (such as software or licenses), only the warranty that third party offers applies. We help you if something goes wrong, but you cannot claim warranty from that third party yourself, unless they allow this themselves.
3. If problems arise within the warranty period, we solve these free of charge within a reasonable time after you report this to us.
4. If the problem arises due to incorrect use, changes that you or others have made, or situations that we have no control over (so force majeure situations), our warranty does not (longer) apply.
5. Our SaaS services can sometimes depend on other factors, such as third-party APIs or software. We cannot guarantee that these always continue to work properly. Problems caused by this fall outside our warranty, unless we have agreed otherwise about this.

A.31. Liability

1. Our liability for direct damage you suffer due to our fault or negligence is per event (where a series of consecutive events counts as one (1) event) and is limited to a maximum of the amount you paid us in the three months prior to the moment the cause of the damage occurred.
2. For damage due to death or bodily injury during on-site consultancy or training, our maximum liability is €125,000 per event.
3. We are never liable for indirect damage, such as lost profit, business interruption or loss of data.
4. If we are deliberately reckless or intentionally cause damage, then the liability limitations in paragraph 1 do not apply.
5. You must let us know in writing as soon as possible if you think we are making a mistake. Give us the opportunity to solve the problem within a reasonable time.
6. You must always report damage to us in writing within 30 days of its occurrence.
7. If a third party holds you liable for damage to products or services you have delivered in which our services are incorporated, you indemnify us from this liability, unless you prove that the damage was caused by us.
8. We are never liable for problems arising from products or services from third parties.
9. We are also never liable for damage caused by transport or shipping of documents, regardless of who arranges the transport.

A.32. Indemnification

You indemnify us against:

1. Claims from third parties arising from your use of our services for unauthorized websites or data collection.
2. Damage claims arising from you or others using our services incorrectly or unlawfully.
3. Claims from third parties about infringement of their intellectual property rights through your unauthorized use of our services.
4. Claims arising from your violation of applicable laws or regulations while using our services.

We indemnify you against:

1. Claims arising from our platform's security breaches that result in unauthorized disclosure of your data, provided you have followed our security guidelines.
2. Claims arising from our failure to comply with GDPR requirements in our role as data processor, provided you have fulfilled your obligations as data controller.
3. Claims that our service infringes third-party intellectual property rights, provided you use our service according to these terms.

General indemnification conditions:

1. The party claiming indemnification must notify the other party immediately in writing of any claim.
2. The indemnifying party has the right to take over the defense of the claim.
3. The indemnified party must cooperate reasonably with the defense.
4. If damage occurs, you do everything you can to limit that damage as much as possible.

A.33. Force majeure

1. Sometimes one of us cannot meet the agreements without this being our own fault. We call this force majeure. In such situations, we do not have to temporarily fulfill our obligations from the agreement.
2. By force majeure we mean situations that arise unexpectedly and are beyond our control, such as:
   • strikes;
   • internet, telephone or power outages;
   • government measures;
   • riots, war or unrest;
   • traffic problems;
   • insufficient personnel available;
   • extreme weather;
   • fire;
   • cyber attacks such as DoS or DDoS attacks;
   • import, export or transit bans;
   • pandemics etc.;
   • all other situations that make normal work impossible.
3. During force majeure we may suspend our obligations (= temporarily stop). If the situation lasts longer than 30 days or it is impossible for us to meet the agreements afterwards? Then we may terminate the agreement without paying you compensation.
4. Have we already done part of the work? Then we can already invoice that part or partially refund if you have already paid in advance.

A.34. Confidentiality

1. We both keep information and data secret if it is reasonably clear that these are confidential. We do not share this data with others, except if we have engaged these third parties to execute our agreement. We also keep the content of our quote and agreement confidential.
2. In certain situations we do not have to keep the information and data confidential. This is only if it is clear that the data is no longer secret. This is the case if:
   • The data is publicly available, for example via newspapers, patent databases, open source software, or publicly accessible websites and services.
   • The person receiving the data already had it before it was provided.
   • The data is available via a third party, without this third party violating a confidentiality agreement with the person who originally gave it.
   • The person receiving the data obtained it independently without using the confidential information.
   • The data is easily derivable from products and sources that are publicly available on the market.
3. The person claiming that the information is no longer secret must also be able to prove this.
4. We can make other agreements together about confidentiality and secrecy. We always record these agreements in writing.
5. If one of us receives confidential data, that person ensures that this data is protected at least as well as their own confidential data.
6. We do not look at data you store or distribute via our services, except if this is really necessary to properly execute our agreement. If we do have to look at data, we limit this as much as possible.
7. If confidential information contains personal data, the rules from the data processing agreement we concluded together also apply.
8. The obligations from this article also apply to our employees and any third parties we engage who gain access to confidential information or data.
9. If one of us is legally obliged or receives a court order to share confidential information, we immediately inform each other.

A.35. Intellectual property

1. All intellectual property rights, such as copyrights and trademarks, to services we make or deliver, always remain ours or our suppliers'. We call this 'IP Material'.
2. You only get the right to use the IP Material as we agree in our agreement.
3. You may not transfer the IP Material to others or make changes that remove or modify references to our copyright. We may take technical measures to protect our IP material.
4. If we give written permission in advance, there is no infringement of our IP Material.

A.36. Suspension

1. If you do not fulfill your obligations (such as payment), even after a warning, we may suspend our obligations (= temporarily stop) without paying you compensation for this.
2. In such a case, we may also temporarily stop certain services until you pay or meet other obligations.
3. Even during suspension, you must continue to pay incurred costs and previously performed work. As soon as you meet your obligations, we resume our service provision.

A.37. Termination of agreement

1. We can always terminate the agreement together if we both agree on this.
2. For SaaS and recurring consultancy subscription cancellations, you must follow the specific procedures outlined in article A.12: All subscriptions require 15 days notice using our platform's cancellation function. You must also remove the tracking snippet from your website within two days after cancellation to avoid unauthorized usage charges.
3. For SaaS subscriptions, cancellation must be done through our platform unless we provide written confirmation accepting alternative cancellation methods.
4. We may both also immediately terminate the agreement (= dissolve), without notice period, in the following situations:
   • In case of debt restructuring or suspension of payments by the other;
   • In case of bankruptcy or application thereof by the other;
   • In case of seizure of assets of the other;
   • If the other ceases business activities;
   • In case of liquidation of the other's company;
   • In case of a change of owner of the other's company;
   • In case of merging companies;
   • In case of force majeure lasting longer than 30 days.
5. If the agreement ends, all amounts you still owe us become immediately due and payable.

A.38. Limitation period, transfer and survival

1. Limitation period If you think you are entitled to something from us or want to hold us liable, you must do this within one year. This term starts at the moment you know about the problem or damage, or could have known. After that year your right to this expires.
2. Transfer of rights and obligations You may not simply transfer your rights and obligations from our agreement to someone else. This is only allowed if we give written permission for this in advance. We may also attach certain conditions to this. The provision also remains in effect during an interim cancellation according to article A.36. Even during a notice period, transfer is only possible if we agree to this in advance in writing.
3. Survival Certain rules from these terms of service and from our agreement remain in effect, even if the agreement ends. This especially applies to rules that are clearly intended to continue to exist after completion, such as agreements about confidentiality and intellectual property.

A.39. Breach and penalty clause

1. We consider some agreements extra important. If you violate those agreements, you may be subject to penalties as specified below, in addition to our right to terminate your account and seek damages.
2. We may also take legal action to stop the violation or recover damages from you.
3. This penalty arrangement applies to violation of the following specific agreements:

Service violations with cost-based penalties:

• Not removing snippets at the end of the agreement (article A.15): if you do not remove code snippets after termination of the agreement, despite our clear instructions, you pay us €0.50 per day for each started million pageviews recorded by unauthorized snippets, with a minimum charge of €1 per day, until all snippets are removed. This continues until all snippets are completely removed from your websites.

For all other violations of these terms of service, we reserve the right to immediately suspend or terminate your account without penalty charges, and to seek damages through legal proceedings if necessary.

A.40. Amendment of these terms of service

1. We may always amend these terms of service. The changes also apply to existing agreements. We notify you of the change at least 30 days in advance via our website, email or letter.
2. Does the change mean an important change to your rights or obligations? Then you may terminate the agreement free of charge from the day the change takes effect, unless we are legally obliged to implement that change.

A.41. Complaints procedure

1. Are you dissatisfied about something? For example about how we execute our agreement? Let us know as soon as possible. Then we try to work it out together.
2. If this doesn't work and a conflict arises between us? Then we first try to find a solution together. We can also use mediation for this.
3. Only if this doesn't work, we can decide to submit the conflict to the court.

A.42. Applicable law and competent court

1. Dutch law applies to all our agreements and these terms of service.
2. If a conflict arises that we cannot resolve ourselves, we submit this to the court in the district of Noord-Nederland.

For questions about these terms of service, please contact us through our standard support channels.