These conditions apply to all offers and / or deliveries of Top Bookings and agreements and / or other legal relationships between Top Bookings and the Client, the ensuing provisions and the related activities, regardless of whether these are in writing, verbal and / or electronic agreement, unless otherwise agreed in writing.
Any purchasing or other conditions of the Client do not apply. The applicability of any purchasing or other conditions of the Client or of third parties on behalf of the Client is therefore expressly rejected by Top Bookings, unless these have been expressly accepted in writing by Top Bookings.
Top Bookings is at all times authorized to make changes or additions to the General Conditions of Top Bookings. The amended General Terms and Conditions of Top Bookings will continue to apply, unless a written objection is made against any changes within 30 (thirty) days of the date of the change.
Changes in, as well as additions to the General Conditions of Top Bookings and / or the agreements concluded between Top Bookings and the Client, are only valid if they have been laid down in writing by Top Bookings.
If several (legal) persons or companies are designated with the Client, they will be jointly and severally obliged to comply with all obligations under the agreement concluded with Top Bookings.
The indications above the articles of these conditions are solely intended to increase readability. The content and scope of the article included under a specific designation is therefore not limited to that designation.
In the General Conditions Top Bookings, the following words and terms are capitalized. All of the following words and terms in the singular have the same meaning as in the plural and vice versa.
Third Party General Conditions: Third Party General Conditions include the terms and conditions of delivery, license conditions, warranty conditions and other conditions used by third parties.
ASP service: ASP (Application Service Provider) service includes the provision of Products by Top Bookings directly and / or indirectly (through third parties) through a web application.
Top Bookings: Top Bookings B.V. and its legal successors or one to Top Bookings B.V. affiliated company or partner that enters into a legal relationship with the Client and has declared the General Terms and Conditions Top Bookings applicable.
Top Bookings Products: All products and services provided by Top Bookings, the ensuing facilities and the related activities that do not originate from third parties and of which any intellectual property rights, industrial property rights and other rights are vested in Top Bookings.
Backup: Reserve copies of digital data and / or files.
Third Party Products: All products and services provided by Top Bookings, the ensuing facilities and the related activities that come from third parties and of which any intellectual property rights, industrial property rights and other rights are in principle not vested in Top Bookings.
Fair Use: The reasonable use by the Client of the Products.
Identification data: Log-in name, passwords, addressing data and / or other codes.
Client: Anyone who requests and orders the delivery of Products.
Process data: The data entered by the Client within the ASP service and / or the data entered by third parties.
Products: All Top Bookings Products and / or Third Party Products provided by Top Bookings, the ensuing facilities and related activities. ASP service falls under Products.
Working days: Normal Dutch working hours (8.30-17.30 CET) and days (Monday to Friday) excluding national holidays.
Verbal promises, orders or other statements of any kind from employees of Top Bookings are only legally valid and binding if confirmed in writing by authorized representatives of Top Bookings.
All offers are without obligation, unless expressly stated otherwise in the offer in writing.
Offers are based on data, information and / or wishes provided by the Client in accordance with Article 1.6.
If an offer, contract or any other similar legally binding document is sent to the Client by Top Bookings and the Client fails to return this document signed to Top Bookings, the Client accepts the content of this document and payment of the fees to Top Bookings and the General Terms and Conditions of Top Bookings.
An agreement between Top Bookings and the Client for which no further contract and / or duration has been agreed has a duration of 1 (one) year if delivery relates to a Product for which an amount is periodically charged. If this agreement is not terminated or not terminated on time, this agreement will be continued for the duration of 1 (one) year.
Termination of the agreement, as described in article 1.5.2, takes place by means of a registered letter which is received by the other party no later than 40 (forty) days before the extension of the agreement takes effect.
Each of the parties is entitled to terminate the agreement in whole or in part by means of a registered letter without judicial intervention, if the defaulting party continues to fail to fulfill its obligations even after having issued a written notice of termination.
Moreover, each Party has the right, with immediate effect and without judicial intervention, by means of an extrajudicial declaration to terminate or cancel the agreement and / or the offers in whole or in part, if the other party is a natural person upon the death of the other party, if the other party files a request for legal debt rescheduling, if the other party applies for bankruptcy or a moratorium or if the other party is declared bankrupt or a moratorium is granted or if the other party's business is liquidated or terminated, other than for the benefit of of reconstruction or merging of companies. In these cases, any claim of Top Bookings on the Client is immediately and fully claimable.
After the end of the agreement, for whatever reason, the Client can no longer derive any rights from the agreement, without prejudice to the continued existence of the obligations of parties that by their nature are intended to continue after the end of the agreement, such as but not limited to the obligations regarding property rights, confidentiality and non-competition clauses.
Cooperation / Client's obligation to provide information
All assignments are carried out by Top Bookings on the basis of the data, information, wishes and / or requirements made known by the Client to Top Bookings.
The Client will cooperate fully with Top Bookings and always provide all necessary and necessary information and / or other information for the proper execution of the agreement. The client will guarantee the correctness of this data and / or other information.
If data, information, wishes and / or requirements that are necessary for the execution of the agreement are not available to Top Bookings in time, and / or in accordance with the agreements, or if the Client does not meet its obligations in any other way, Top Bookings has in any case the right to terminate or dissolve the agreement or suspend the execution of the agreement and Top Bookings has the right to charge the resulting costs according to its usual rates.
If interim changes or new facts occur in previously made available data, information, wishes and / or requirements, Top Bookings will at all times be entitled, in consultation with the Client, to adjust the agreement to these new circumstances or to dissolve or terminate.
In the event that Top Bookings performs activities on location other than its own, the Client will provide the facilities reasonably desired by Top Bookings, such as a workspace and telecommunication facilities.
Confidentiality / Non-competition clause
Top Bookings and the Client undertake to maintain secrecy with regard to all data and information about each other's organization, clients, files and Products, which the parties become aware of when performing work on behalf of each other or on behalf of the Client's clients. Data and information may only be used for the implementation of the agreement concluded between the parties.
Top Bookings is entitled to place the name and logo of the Client or its clients to which rights to the Products have been granted on the Top Bookings website and / or a reference list and to make these available to third parties for information.
The Client and its clients will not enter into any direct or indirect business, employment or other similar relationships with any Top Bookings employee during and up to 12 (twelve) months after the termination or dissolution of the agreement, subject to written permission from Top Bookings. The client must ensure that its clients meet the aforementioned obligation.
In the event of a violation of the provisions of Article 1.7.3, the Client will owe an immediately payable fine of € 50,000 (fifty thousand euros) per violation without further notice of default, without prejudice to Top Bookings' right to claim compensation for the damage suffered in full.
The total liability of Top Bookings will, with due observance of Article 1.8.2, be limited to compensation for direct damage and then to a maximum of the amount of the price stipulated for that agreement (excluding VAT) with a maximum of € 50,000 (fifty thousand euros), where a series of related events counts as one event.
If the agreement also consists of a continuing performance agreement, with a term of more than 1 (one) year and Top Bookings' liability arises from this duration agreement, the stipulated price is set at the total of the fees (excluding VAT) actually paid by Client to Top Bookings on the basis of the duration agreement for 1 (one) year (being the year in which the damage occurred) with a maximum of € 50,000 (fifty thousand euros).
The total liability of Top Bookings for damage due to death or physical injury will in no case exceed € 1,000,000 (one million euros), whereby a series of related events counts as one event.
Direct damage exclusively means:
The reasonable costs incurred to determine the cause and extent of the damage;
The reasonable costs incurred to prevent or limit damage, insofar as Client demonstrates that these costs have led to damage limitation.
Top Bookings' liability for indirect damage, including consequential damage, loss of profit, missed savings, destruction or loss of files and / or data, delay damage, loss suffered, damage caused by the inadequate provision of information and / or cooperation by the Client, damage due to business interruption or claims of third parties on the Client is expressly excluded.
Apart from the case referred to in Article 1.8, Top Bookings is not liable for damages, regardless of the grounds on which an action for damages would be based.
Top Bookings' liability only arises if the Client gives Top Bookings formal notice of default, promptly and properly, thereby setting a reasonable period for remedying the shortcoming and Top Bookings also continues to fail to fulfill its obligations after that period. The notice of default must contain as detailed a description as possible of the shortcoming, so that Top Bookings is able to respond adequately.
A condition for the creation of any right to compensation is always that the Client informs Top Bookings in writing by registered letter within 60 (sixty) days after the damage has occurred, taking measures to limit the damage as much as possible.
The Client indemnifies Top Bookings against all third-party claims for liability as a result of a defect in a product, system or service supplied by the Client to a third party and which product, system or service also consisted of what was delivered by Top Bookings.
Top Bookings does not accept any liability for damage of whatever nature, caused by Third Party Products, which Top Bookings has delivered to the Client. If possible, Top Bookings will transfer its rights to claim damages from the supplier of the Third Party Product in question to the Client.
Top Bookings is not liable for damage of any kind that is the result of failure to provide support and / or maintenance on time.
The agreement concluded between Top Bookings and the Client and the ensuing rights and obligations cannot be transferred to third parties without prior written permission from Top Bookings.
The Client gives Top Bookings the right in advance, without needing the explicit permission of the Client, to transfer the entire agreement, or parts thereof, to:
parent, sister and / or subsidiary companies;
a third party in the event of a merger or acquisition of Top Bookings.
If this takes place, Top Bookings will inform the Client about this.
Neither party is obliged to comply with any obligation if it is prevented from doing so as a result of a circumstance that cannot be blamed for its fault, nor is it for its account under the law, legal act or the prevailing views in traffic. The aforementioned circumstances also include circumstances beyond the control of Top Bookings and business risks of Top Bookings, such as but not limited to shortcomings of suppliers of Top Bookings, the non-timely availability of necessary data, information and / or specifications, changes. data provided in such not entirely correct specifications and / or functional descriptions of Third Party Products and / or products supplied by third parties, bad weather conditions, fire, explosion, power failure, network failures, flood, illness, lack of personnel, strikes, lancing, slow-down or other labor conflicts, accidents, government actions, inability to obtain a required permit or permission, material scarcity, theft, traffic, and / or transportation obstructions.
If the non-attributable shortcoming is of a temporary nature, Top Bookings can suspend the agreement until the situation in question no longer occurs, without being obliged to pay any compensation.
Top Bookings reserves the right, if a non-attributable shortcoming occurs, to claim payment for services already performed that Top Bookings had already performed before the non-attributable shortcoming was made known.
If the non-attributable shortcoming of one of the parties continues for more than three months, both parties separately have the right to dissolve the agreement, without being obliged to pay any compensation regarding the dissolution.
If one or more provisions (or part of a provision) of the agreement are null and void, are voidable or have otherwise lost their legal validity, the other provisions (or the remaining part of the relevant provision) of the agreement remains in full force.
With regard to provisions (or the part of a provision) that are void, declared void, voidable or otherwise have lost their legal validity, the parties will consult each other in order to make a replacement arrangement, that the parties will endeavor to maintain the scope of the agreement (or the remainder of the relevant provision) in its entirety.
Applicable Law and Dispute Resolution
Dutch law applies to all agreements concluded by Top Bookings with the Client. The parties expressly declare that the Vienna Sales Convention does not apply.
Disputes between parties, which cannot be resolved in consultation, will be submitted to the competent Dutch court in Amsterdam.
TOP BOOKINGS PRODUCTS
Right of Use Products
Top Bookings grants the Client the non-exclusive right to use the Products, with accompanying documentation.
The right of use is limited to the exclusive use of the Products for your own use and the number of users, homes, number of bookings, server space and data traffic agreed with Top Bookings.
The Client is prohibited from copying, duplicating or modifying the Products in any way whatsoever and / or through third parties, without having received prior written permission from Top Bookings.
The right of use of the Products is not transferable to third parties (third parties also include mother, sister and / or subsidiaries of the Client).
Client is not authorized under any title or in any way whatsoever to make the Products available to third parties (third parties also include parent, sister and / or subsidiary companies of Client).
Reverse engineering or decompilation of the Products by the Client is prohibited, unless explicitly permitted by law.
The user right commences after payment has been made by the Client and the other obligations resting on the Client have been met.
All assignments that consist partly or entirely of custom work are settled on the basis of fixed price or subsequent calculation.
Parties will specify in writing which Top Bookings Product will be developed and how this will be done. Top Bookings will carry out Top Bookings Product Development with care on the basis of the information to be provided by the Client, with the correctness, completeness and consistency for which the Client guarantees.
Top Bookings is entitled, but not obliged, to investigate the correctness, completeness and / or consistency of the data or specifications made available to Top Bookings and to suspend the agreed work upon detection of any inaccuracies, incompleteness or inconsistency until the Client has has removed imperfections.
Insofar as Top Bookings has made developments on the basis of data, designs, other instructions and / or requests / contributions provided by or on behalf of the Client, the Client is fully responsible for the content and guarantees that the Client thereby does not have any intellectual property rights, industrial property rights or other rights. third parties are affected.
Intellectual property rights, industrial property rights or other custom rights remain at all times with Top Bookings, as described in article 7.1.
If Top Bookings is of the opinion that a project change indicated by the Client is an additional work assignment, Top Bookings will report this to the Client before implementing it. At the request of the Client, the notification will be followed by a statement of the price and other conditions. The Client will decide on the proposed additional work as soon as possible.
The Client is deemed to have agreed to the performance of additional work and the associated costs if the Client has had the additional work performed without first notifying any additional work in writing.
The client is responsible for setting up the Back-up facility offered. Top Bookings is in no way liable for these Back-ups with regard to, but not limited to, the total or partial loss of Back-ups, failure to make Back-ups and / or errors in the Back-ups.
The ASP service is provided only at a Top Bookings approved location and on Top Bookings approved equipment.
Top Bookings can, at its own discretion, offer the Client the opportunity to make adjustments, extensions and / or changes to the offered ASP service itself. If this option is offered to the Client, the Client is responsible and liable for all adaptations, extensions and / or changes and the ensuing consequences.
In the context of access to and use of the ASP service, the Client has, directly or indirectly, equipment and software that meets the standards and / or requirements established by Top Bookings and communicated directly or indirectly to the Client. The client must also continue to meet the conditions set in this paragraph. If and for as long as equipment and / or software do not comply with this, Top Bookings' obligation to provide access to the ASP service and its use is suspended by Top Bookings.
The client gives Top Bookings the opportunity to check whether the standards and / or requirements referred to in article 3.1.3 of this article have been observed.
If, after the inspection referred to in Article 3.1.4, the Client still fails to observe the standards and / or requirements referred to in Article 3.1.3, Top Bookings has the right to terminate or dissolve the agreement in whole or in part without prior written notice of default and / or judicial intervention.
The client is obliged to follow instructions from Top Bookings regarding the ASP service.
Top Bookings is entitled to view log files and the like for the purpose of analyzing the use of the ASP service. The results of such an analysis will not be made available to third parties (third parties do not include the parent and / or subsidiaries affiliated with Top Bookings). This does not apply to figures and data regarding the use of the ASP service that are not directly traceable to the use of the Client.
If the Client detects a malfunction, this must be reported immediately to Top Bookings. After notification of a malfunction by the Client, Top Bookings will take measures that lead or possibly lead to repair.
The costs of rectifying the malfunction are for the account of the Client if it appears that the cause of the malfunction is the result of its improper use or due to its actions or omissions in violation of the agreement.
Top Bookings is entitled to carry out maintenance at its own discretion. If maintenance leads to temporary problems with regard to accessing the ASP service or the unavailability of the ASP service, Top Bookings is never liable. As far as possible, Top Bookings will inform the Client of this in advance.
Obligations Top Bookings ASP service
Top Bookings ensures the provision of the ASP service. Top Bookings will, to the best of its ability and insofar as influenced by Top Bookings, strive for an availability percentage of:
98% from Monday to Friday between 6 a.m. and midnight (CET);
70% from Monday to Friday between midnight and 6 am (CET);
70% from Saturday to Sunday between midnight and midnight (CET).
The percentage referred to in Article 3.2.1 is measured over a calendar year. The time for maintenance is not included in this.
Top Bookings does not guarantee, among other things, that the telephone lines, the Internet and / or other networks offer optimal use and access.
Top Bookings has no obligations with regard to availability, reliability or other performance requirements with regard to telephone lines, the Internet and / or other networks and the resulting facilities.
Top Bookings will strive to take all useful and necessary measures to ensure the smooth operation and continuity of the ASP service. Top Bookings uses the most recent and most common virus protection programs on the market.
Top Bookings will strive for state-of-the-art sufficient physical and logical security against unlawful access by third parties to the computer equipment and computer programs and / or stored Process data used by Top Bookings within the framework of the facility (s) agreed in the agreement.
The ASP service is accessible to the Client through a browser. The browsers for which the ASP service was optimized at the conclusion of the agreement will be announced by Top Bookings.
Top Bookings is not obliged to keep access to the ASP service optimal through the browsers referred to in Article 3.3.1. Top Bookings is entitled, without being obliged to pay any form of (damage) compensation, to make changes to the ASP service that may affect the browsers used by the Client and / or recommended by Top Bookings.
If a case as described in Article 3.3.2 should arise, Top Bookings will make reasonable efforts to enable the Client to make the transition to a different browser. Costs arising on the part of the Client are for its own account.
Use Of Identification Information
Top Bookings will only make Identification Data available to the Client for the use of Products. The Client will handle these Identification Data carefully. The Client will notify Top Bookings of this in the event of loss, theft and / or other forms of unlawful use, so that the parties can take appropriate measures.
The Client bears all responsibility, liability and costs caused by the use of the Identification Data, used and / or distributed by the Client. Under no circumstances is Top Bookings liable for the misuse and / or unlawful use of the Identification Data.
If it can reasonably be suspected that misuse or unlawful use has been made of the Client's Identification Data, Top Bookings can provide the Client with instructions that must be carried out.
If it has been established that the Identification Data has been misused or that the Client has not complied with the instructions referred to in Article 3.4.3, the Client will be immediately in default.
Changes to the ASP service
Top Bookings is entitled, after written notice, with due observance of a reasonable period and without any compensation to the Client, to make additions and / or changes to the ASP service with regard to, but not limited to:
access procedures, such as:
procedures related to operational rules;
changing a third party provider / supplier, location, hardware, software and other facilities important for making the ASP service available.
If the changes result in a demonstrable and so large negative change to the working method of the Client's company and / or the functionality of the ASP service, the Client may, after first demonstrating the decline in writing, request Top Bookings in writing to offer of an alternative. If Top Bookings does not offer a reasonable alternative, the Client has the right to terminate the use of the ASP service, without Top Bookings being obliged to pay any compensation or refund of monies already paid.
Data traffic of the Client
Top Bookings has no control over and / or insight into the content of the data traffic to and / or from the Client. Top Bookings only acts as a conduit. Top Bookings does not give any guarantees with regard to the content of data with regard to reliability and completeness, among other things.
The Client is responsible for the content of data traffic from the Client. Insofar as applicable, the code of conduct, as set out in article 3.9, applies to the Client and its users.
The Client indemnifies and holds Top Bookings harmless for any form of claim, indictment or lawsuit by a third party in connection with (the content of) the data traffic or the information originating from the Client.
Contrary to the provisions of Article 7, Process Data remains the (intellectual) property of the Client. The Client grants Top Bookings, free of charge, the perpetual right to use and edit Process Data. Process data can only be made available to third parties if it is not directly traceable to the Client.
Top Bookings will cooperate in transferring Process data and / or other data to another application if requested by the Client. Top Bookings never guarantees that the Process data and / or other data present during the agreement and / or after the end of the agreement can be transferred to another application.
All costs associated with transferring Process data and / or other data at the request of the Client to another application are fully for the account of the Client.
Obligations of the Client ASP service
If the ASP service concerns, among other things, hosting a website of the Client and / or on behalf of the Client, the Client must have a domain name, issued and registered by an authorized institution, in accordance with the Third Party General Conditions applied by the institution concerned. The Client indemnifies and holds Top Bookings harmless for any form of claim, complaint or lawsuit in connection with (the use of) the domain name on behalf of or by the Client.
If personal data and / or other data / data are transported through the ASP service or if commercial and / or other activities are carried out through the ASP service, the Client indemnifies Top Bookings against all liability, costs or damage as a result of claims by third parties in if these personal data and / or other data / data are exported or if commercial and / or other activities are carried out in violation of the relevant (privacy) legislation and / or other regulations.
The Client will immediately inform Top Bookings in writing about changes that are relevant to the proper execution of the ASP service.
Client will comply with instructions from Top Bookings regarding Fair Use. If the Client does not follow the instructions given by Top Bookings, Top Bookings is authorized to use technical means to reduce the tax caused by the Client or to discontinue the provision of the ASP service to the Client in the event of persistent excessive load. Top Bookings will never be liable for damage of any kind suffered by the Client or third parties as a result of the measures taken by Top Bookings and / or third parties.
The Client is itself responsible for the protection of (personal) data that is sent or processed and / or processed by the equipment and / or software of Top Bookings on behalf of the Client.
The client indemnifies Top Bookings against all claims for infringement of privacy.
Insofar as the Client is entitled to do so, the Client explicitly agrees to the inclusion of (personal) data of users in the personal registration of Top Bookings for administration and management purposes. This personal registration includes Identification Data and Process Data and is only accessible to Top Bookings. This information will not be provided to third parties, except in cases where Top Bookings is obliged to do so by law or court order.
With the exception of what is stated in article 3.8.1, Top Bookings is responsible for the protection of personal data, the use of which is required by Top Bookings for the correct execution of the agreement and it will indemnify the Client from liability in the event that the Client is brought in court sued by a person on the basis of an invasion of privacy as a result of an act or omission by Top Bookings.
Code of Conduct
The ASP service and / or the other facilities offered must be used responsibly. It is prohibited to use the ASP service and / or the other facilities offered in such a way that:
damage can occur in the systems of Top Bookings and / or third parties;
disturbances in use may occur.
The Client will ensure that such damage and / or disruptions are not the result of misconfiguration on its part.
It is forbidden to use the ASP service and / or other facilities offered for illegal practices and / or in violation of the agreement. This includes the following actions and behaviors:
infringing the rights of third parties or making it possible to infringe the rights of third parties, such as but not limited to intellectual property rights and privacy rights;
failure to comply with applicable legislation and / or other relevant regulations;
spamming (the unsolicited distribution (or now possible for third parties) of advertisements and other communications);
the storage / distribution of (child) pornography;
sexual harassment, discrimination and / or harassment of persons in any other way;
dissemination or in any other way make available to third parties obscene, offensive and agonizing material and / or other material of such nature;
storage and distribution of viruses, worms and / or other destructive activities;
intrusion (hacking) of third-party accounts, systems and / or networks and / or Top Bookings without permission and / or performing and / or omitting any other act that makes hacking possible.
Top Bookings reserves the right, in its own discretion, if required by law or court order and / or if a third party notifies Top Bookings and / or if there is a suspicion that rights are being infringed through the ASP service of a third party, acts contrary to what is stipulated in the General Terms and Conditions Top Bookings and / or the agreement and the resulting obligations in this respect are not, not properly or not fully complied with, the use of the ASP service and / or the decommission other facilities offered, remove the relevant information and / or suspend its obligations, until the obligations have been met.
Top Bookings and / or third parties will never be liable for damage of any kind suffered by the Client and / or third parties as a result of the measures taken on the basis of Article 3.9.4 by and / or for Top Bookings. The obligations to pay the agreed amounts remain fully applicable during the measures taken under Article 3.9.4 by and / or for Top Bookings.
If the seriousness of the actions and / or non-actions of the Client justifies this and / or these are continued despite the measures of and / or for the benefit of Top Bookings, as set out in article 3.9.4, Top Bookings has, in accordance with article 1.5.4 the right to terminate the agreement, without Top Bookings being obliged to pay any compensation or to refund any money already paid.
THIRD PARTY PRODUCTS
Third Party Products
Top Bookings is entitled to provide Third Party Products or to involve Third Party Products in fulfilling its obligations arising from the agreement. Top Bookings is not responsible for Third Party Products, unless agreed otherwise in writing.
If Top Bookings delivers Third Party Products to the Client, in addition to these General Terms and Conditions Top Bookings, the Third Party General Terms and Conditions also apply to the agreement.
Top Bookings delivers rights to Third Party Products under the conditions as described in the Third Party General Conditions.
Top Bookings does not provide maintenance, support or other services with regard to Third Party Products, unless agreed otherwise in writing.
General Conditions Third Parties
General Conditions Third parties that are declared applicable in these General Conditions Top Bookings will, if available at Top Bookings, be sent on request. The Third Party General Conditions will be made available in the same format and language as Top Bookings has received them.
The Top Bookings General Terms and Conditions take precedence over the Third Party General Terms and Conditions unless stated otherwise. In the event of a conflict between the Top Bookings General Terms and Conditions and the Third Party General Terms and Conditions, Top Bookings may declare the applicable conflicting provisions in the Third Party General Terms and Conditions inapplicable or declared applicable.
Any (delivery) terms mentioned by Top Bookings and applicable to Top Bookings have been determined to the best of our knowledge on the basis of the information which has been made known to Top Bookings and will be observed as much as possible.
(Delivery) terms are therefore not regarded as deadlines within which deliveries must be made, but as terms within which Top Bookings will strive for its best efforts to deliver what has been agreed. If there is a possibility that any term will be exceeded, Top Bookings and the Client will consult as soon as possible about a new term.
The exceeding of any applicable (delivery) period by Top Bookings never constitutes an attributable shortcoming of Top Bookings. Top Bookings does not accept liability under any circumstances if a (delivery) period is exceeded.
Top Bookings only undertakes to execute the agreement concluded between Top Bookings and the Client after a signed copy of the agreement drawn up by Top Bookings has been received by Top Bookings and / or if all fees owed have been paid in time and in full. If Top Bookings commences the execution of the agreement before receipt of a signed copy of the agreement and / or all fees owed have been paid on time and in full, Top Bookings reserves the right to suspend the execution of the agreement until a signed copy of the agreement has been received and / or all fees owed have been paid on time and in full.
Rights, such as but not limited to access to the Products, are granted to the Client under the suspensive condition that the Client pays the agreed fees in full and on time.
Change in Performance
Top Bookings may, instead of the Products ordered by the Client, deliver other Products, provided that the operation and capacity do not deviate significantly from the originally ordered.
If the agreement has been entered into with a view to performance by a specific person, Top Bookings will always be entitled to replace this person by one or more other persons with the same qualifications.
PRICES / PAYMENTS
Prices and Payments
All prices are exclusive of VAT and exclusive of any other levies imposed by the government. The amounts due will be charged including VAT and including any government levies.
Top Bookings will charge the amounts owed by the Client to the Client properly specified monthly and / or within another term specified in the agreement. The Client will pay amounts due within 14 (fourteen) days after the invoice date without being entitled to any deductions, setoffs or setoffs than permitted by law.
If the Client fails to comply with any payment obligation, the Client is in default without any further summons or notice of default being required. The Client owes Top Bookings the costs, both in and out of court with regard to the collection of everything that the Client owes to Top Bookings. Extrajudicial collection costs amount to 15% of the amount due with a minimum of € 500 (five hundred euros). In any event, interest will be charged monthly on the amount owed by the Client from the date on which the Client is in default, with a percentage equal to the statutory interest plus 3%.
Top Bookings has the right to suspend its activities and other obligations, until full payment has been made, without prejudice to the Client's obligation to meet its obligations.
Any annual or periodic fees are due as an advance at the time of the conclusion of the agreement between the parties and will be charged to the Client properly specified before each new year or any other period that the agreement between the parties continues.
The amount due in article 6.1.1 can be increased by any order costs, shipping costs and costs of third parties. An increase can also take place if work for the Client takes place outside the office of Top Bookings. Hourly wages, travel and waiting time allowances, travel and / or mileage allowances, hotel costs and any other costs associated with such activities will be charged for activities outside the Top Bookings office. The travel and waiting time allowance is 50% of the then applicable hourly wage. The mode of transport is determined by Top Bookings. The above also applies to activities that will take place outside the Netherlands.
The above provisions do not affect other Top Bookings rights due to a shortcoming in the performance by the Client.
The prices agreed between Top Bookings and the Client are based, among other things, on the costs of salaries, social security costs, materials, and travel and accommodation costs, etc., as well as the exchange rate between the currency used, as it applies at the time of the closing of the agreement. Top Bookings is entitled in case of change of one or more cost items and / or change of the exchange rate, to adjust the prices to these change(s).
Top Bookings will offer the Client the opportunity to take note of any price changes. If the Client does not agree to a price change, the Client is only entitled to terminate the agreement with effect from the date that the price change will take effect, if the total price increase during 1 (one) year is the inflation figure of the current year published by Statistics Netherlands (then exceeds the previous year for price increases announced for the following year) by more than 5%.
INTELLECTUAL PROPERTY RIGHTS
Rights of Top Bookings and Client
Top Bookings has the exclusive right to further develop the Top Bookings Products and to make their use available to third parties through licenses.
Unless there is talk of Third Party Products, Top Bookings will carry out any order wherever and whenever, regardless of whether the delivery of an existing Product or a Product still to be developed, all resulting intellectual property rights, industrial property rights and other rights vest in Top Bookings.
The Client acknowledges that all current and future intellectual property rights, industrial property rights, other rights and the registration and / or application of the aforementioned rights and / or similar rights for the entire term and any renewals or renewals for that purpose are now permanently applicable worldwide. Top Bookings will arrive or be transferred.
The Client is not permitted to remove or change any designation regarding intellectual property rights, industrial property rights, other rights, brands and trade names from the Products, or to have such actions performed by a third party.
Top Bookings will indemnify the Client against any action insofar as it is based on the statement that the Top Bookings Products infringe a copyright applicable in the Netherlands. Top Bookings will pay the irrevocably determined costs and allocated compensation amounts by final judgment, provided that the Client:
notifies Top Bookings immediately, but no later than 10 (ten) days after the alleged infringement of copyright noticed by the Client or that the Client has reasonably been able to take cognizance thereof, and informs Top Bookings in writing about the claim; and
leaves overall handling of the case, including settlement negotiations, to Top Bookings.
If such action is taken or the possibility exists, Top Bookings reserves the right to acquire the license or sub-license right to the Top Bookings Product or to modify the Top Bookings Product in such a way that it no longer infringes to a copyright applicable in the Netherlands. If in the opinion of Top Bookings the previous possibilities do not reasonably qualify, Top Bookings can take back the delivered Top Bookings Product against compensation of only the compensation already paid for this Top Bookings Product less a reasonable compensation for the Top Bookings Product made use of.
Top Bookings will not indemnify the Client against any action insofar as:
this is based on the statement that the Third Party Products delivered to the Client infringe an intellectual property right, industrial property right or other right applicable in the Netherlands or elsewhere;
that which is delivered or delivered by the Client is part of or is delivered or delivered in conjunction with a Product and this combination infringes an intellectual property right, industrial property right or other right applicable in the Netherlands or elsewhere;
Client has made a change in or to the Product.
If it has been agreed between Top Bookings and the Client that the intellectual property rights, industrial property rights or other rights of a Product or part thereof will be transferred to the Client, the Client will indemnify Top Bookings from any action insofar as it is founded on the statement that the Product or part thereof infringes an intellectual property right, industrial property right or other right belonging to a third party.
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Top Bookings Inc.
Kopermolenring 23 7241 VN Lochem The Netherlands
+31 852 735 755
Chamber of Commerce 53013697