Terms and conditions

Article 1 – Definitions

Ardion: Ardion, located in Sneek, Chamber of Commerce number 92757103, provider of SaaS services.
Customer: the natural or legal entity who has entered into an agreement with Ardion for the use of the SaaS service.
User: Any natural person or legal entity that interacts with, accesses, or utilizes any service, product, content, platform, or resource provided by Ardion, including but not limited to the SaaS service, website, digital or physical materials.
Parties: Ardion and Customer/User collectively.
SaaS service: the software offered by Ardion provided as a service over the internet to the Customer.
Usage right: the non-exclusive and non-transferable right of the Customer to use the SaaS service.

Article 2 – Applicability

These general terms and conditions apply to all negotiations, agreements, quotations, and deliveries by or on behalf of Ardion.
Any purchasing conditions or other terms and conditions of the User are expressly excluded and shall not apply, unless explicitly agreed otherwise in writing by both parties.
Any deviations from these general terms and conditions are only valid if agreed upon in writing and confirmed by both parties.

Article 3 – Offers and Quotations

Offers and quotations from Ardion are non-binding, unless expressly stated otherwise.
An offer or quotation is valid for a maximum of 14 days, unless a different period is stated in the offer or quotation.
If the Customer does not accept an offer or quotation within the applicable period, the offer or quotation expires.
Offers and quotations do not apply to subsequent orders, unless agreed upon in writing by Ardion and the Customer.

Article 4 – Acceptance

Upon acceptance of a non-binding offer or quotation, Ardion may still withdraw the offer or quotation within 3 days after receiving the acceptance, without the Customer having any rights arising from it.

Article 5 – Prices

Ardion uses prices in euros, excluding VAT and any other costs such as administration or shipping costs, unless otherwise agreed in writing.
Ardion may adjust prices annually.
Ardion will inform the Customer of price adjustments in advance of their implementation.

Article 6 – Payments and Payment Term

The Customer must make a payment within 14 days.
The payment terms set by Ardion are strict deadlines. This means that if the Customer has not paid the agreed amount by the last day of the payment term, the Customer is automatically in default and in breach, without Ardion having to send a reminder or notice of default to the Customer.
Ardion may make the delivery dependent on immediate payment or may demand security for the total amount of the services or products.

Article 7 – Right of Suspension

The Customer hereby waives the right to suspend the performance of any obligation arising from this agreement.

Article 8 – Execution of the Agreement

Ardion performs the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
The Customer must ensure that Ardion can start the execution of the agreement on time.
If the Customer does not ensure that Ardion can start on time, the resulting additional costs will be borne by the Customer.

Article 9 – Provision of Information by the Customer

The Customer shall provide all information, data, and documents that are relevant to the correct execution of the agreement in a timely manner and in the desired form and manner to Ardion.
The Customer is responsible for the accuracy and completeness of the information, data, and documents provided, even if they originate from third parties, unless otherwise follows from the nature of the agreement.
Upon request by the Customer, Ardion shall return the relevant documents.
If the Customer does not, not timely, or not properly provide the information, data, or documents reasonably required by Ardion, and this results in a delay in the execution of the agreement, the resulting additional costs and additional hours shall be borne by the Customer.

Article 10 – Termination of Service/Product for an Indefinite Period

The Customer may terminate an agreement for a service or product for an indefinite period with a notice period of 1 month.

Article 11 – Intellectual Property

Ardion retains all intellectual property rights to all designs, drawings, writings, data carriers, or other information, quotations, images, sketches, models, and maquettes, unless otherwise agreed upon.
The Customer may not display, make available, or otherwise use the intellectual property rights to others without the prior written consent of Ardion.

Article 12 – Confidentiality

The Customer shall treat all information received from Ardion, in any form, as confidential. The same applies to all other information regarding Ardion that the Customer knows or reasonably should suspect is confidential, or that the Customer can expect that its dissemination could harm Ardion. The Customer shall take all necessary measures to ensure the confidentiality of the information. The confidentiality obligation described in this article does not apply to information:

that was already public before the Customer received this information or that later became public without this being the result of a breach of the Customer’s confidentiality obligation.
disclosed by the Customer as a result of a legal obligation.

The confidentiality obligation described in this article applies for the duration of the underlying agreement and after its termination.

Article 13 – Penalty Clause

If the Customer breaches the article regarding confidentiality or intellectual property, the Customer must pay Ardion an immediately payable penalty per violation. The penalty amounts to €20,000.
Additionally, the Customer must pay an amount of €1,000 for each day the violation continues.
Also, no damage needs to have occurred. Ardion may, in addition to the penalty, also claim damages from the Customer.

Article 14 – Indemnification

The Customer indemnifies Ardion against all claims from third parties related to the products and/or services provided by Ardion.

Article 15 – Ardion’s Liability

Ardion is only liable for damage suffered by the User if that damage is caused by intent or willful recklessness.
When Ardion is liable for damage, it only applies to direct damage related to the execution of an underlying agreement.
Ardion is not liable for indirect damage, such as consequential damage, loss of profit, or damage to third parties.
When Ardion is liable, such liability is limited to the amount paid out by a (professional) liability insurance policy. If no insurance is taken out or no amount is paid out, the liability is limited to the (portion of the) invoice amount to which the liability relates.
Ardion is not responsible or liable for the User’s non-compliance with any laws or regulations. Compliance with all applicable laws and regulations is the exclusive responsibility of the User. Any fines or penalties resulting from the non-compliance with such laws and regulations are the User’s responsibility and risk.
Ardion strives to provide the most accurate and up-to-date information possible. However, Ardion does not guarantee that all information provided is complete or free of errors. The User acknowledges that certain information may require nuance and that not all scenarios can be comprehensively covered.
The User is encouraged to critically assess and verify the information provided by Ardion before implementing it in their processes. Ardion is not liable for any decisions made by the User based on the information provided.
Ardion is not liable for any damages arising from the use of the information provided, including but not limited to operational processes, decision-making, or strategy implementation by the User.
All images, photos, colors, drawings, descriptions on the website or in a catalog are indicative only and cannot lead to any compensation, dissolution, or suspension.

Article 16 – Expiry Period

Any right of the Customer to compensation from Ardion expires 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Article 17 – Termination

The Customer may terminate the agreement if Ardion materially breaches its obligations, unless this breach does not justify termination due to its particular nature or minor significance.
If the performance of obligations by Ardion is still possible, termination can only occur after Ardion is in default.
Ardion may terminate the agreement with the Customer if the Customer does not fully or timely fulfill its obligations under the agreement, or if Ardion becomes aware of circumstances that give it reasonable grounds to believe that the Customer will not fulfill its obligations.

Article 18 – Force Majeure

In addition to Article 6:75 of the Dutch Civil Code, a breach by Ardion cannot be attributed to Ardion when there is force majeure.
The force majeure situation also includes:

a state of emergency such as civil war or natural disaster
non-performance or force majeure by suppliers, couriers, or others
power, electricity, internet, computer, or telecom failures
computer viruses
strikes
government measures
transportation issues
adverse weather conditions
work stoppages

When a force majeure situation arises, causing Ardion to be unable to fulfill one or more obligations towards the Customer, those obligations shall be suspended until Ardion can fulfill them.
From the moment a force majeure situation has lasted at least 30 calendar days, both the Customer and Ardion may terminate the agreement in whole or in part in writing.
Ardion is not obliged to pay compensation to the Customer in a force majeure situation.

Article 19 – Amendment of the Agreement

If necessary for its execution, the Customer and Ardion can amend the closed agreement.

Article 20 – Amendment of General Terms and Conditions

Ardion may amend these general terms and conditions.
Minor changes may be made by Ardion at any time.
Major changes will be discussed with the Customer as much as possible in advance.

Article 21 – Transfer of Rights

The Customer may not transfer rights from an agreement with Ardion to others without the written consent of Ardion.

Article 22 – Consequences of Nullity or Annulment

If one or more provisions of these general terms and conditions are declared void or voidable, this will not affect the other provisions of these terms and conditions.
In the event of nullity or voidability, the provision in question will be replaced by a provision that comes as close as possible to what Ardion had in mind when drafting the terms and conditions on that point.

Article 23 – Applicable Law and Competent Court

Dutch law applies to these general terms and conditions and any underlying agreement between the Customer and Ardion.
The court in the district of the registered office of Ardion has exclusive jurisdiction to hear any disputes between the Customer and Ardion.

Article 24 – Data Protection and Privacy

Ardion processes and protects customer data in accordance with the General Data Protection Regulation (GDPR). Users have the right to access, correct, and delete their data.
Ardion takes appropriate technical and organizational measures to ensure the security of the data.

Article 25 – Access and Usage Rights

The Customer receives a non-exclusive, non-transferable right to use the SaaS service for the duration of the agreement.
Use of the service is limited to the agreed number of users and solely for internal business use.

Article 27 – Duration, termination and renewal

The Agreement entered into with Ardion is for an initial term of one (1) year commencing on the date of activation of the Services.
Unless the Customer provides written notice of termination at least one (1) month before the end of the initial term, this Agreement will automatically renew for an indefinite period.
After renewal for an indefinite period, the Customer may terminate the Agreement at any time with a notice period of one (1) month, by providing written notice to Ardion.
All notices of termination must be submitted in writing, either by email or registered mail, to the contact details provided by Ardion.
Upon termination of the Agreement, Ardion will delete all Customer data within 30 days, unless retention is required by law or agreed otherwise in writing. It is the Customer’s responsibility to back up any necessary data before termination.

Article 28 – Updates and Upgrades

Ardion will regularly perform updates and upgrades to the SaaS service to improve functionality and ensure security.
Customers will be notified in advance of significant updates that may impact the use of the service.

Article 29 – Backup and Data Recovery

Ardion regularly backs up customer data and provides support for data recovery in case of data loss.

Article 30 – Specific Usage Restrictions

Prohibited Actions: The User may not use the SaaS service for:

Reverse engineering, decompilation, or disassembly.
Developing competing products or services.
Benchmarking or performance comparison with other software or services without prior written consent from Ardion.

Penalties for Violation:

For violating the prohibitions mentioned in paragraph 1, the User owes Ardion an immediately payable penalty of €20,000 per violation.
Additionally, the User will pay a penalty of €1,000 for each day the violation continues, calculated from the date of the first violation until the date the violation is fully terminated.

Other Measures:

In addition to the penalties mentioned in paragraph 2, Ardion reserves the right to claim additional compensation for all actual damages incurred as a result of the violation.
Ardion may, upon violation of the usage restrictions, immediately suspend or terminate the User’s access to the SaaS service, without relieving the User of its payment obligations under the agreement.

Preventive Measures:

Ardion may implement technical measures to prevent unauthorized actions such as reverse engineering, decompilation, or disassembly. The User shall not circumvent or attempt to circumvent these measures.

User Responsibilities:

The User is responsible for the use of the SaaS service by its employees, contractors, and other representatives and will ensure they comply with the restrictions and conditions of this article.
The User must immediately inform Ardion if there is any suspicion of a violation of the restrictions mentioned in this article.

Compliance and Control:

Ardion reserves the right to conduct audits and inspections to ensure compliance with this article. The User shall provide all reasonable cooperation.
Audits are conducted during normal office hours and with reasonable prior notice unless there is suspicion of a serious violation justifying immediate action.

Article 31 – Incident Management and Reporting Obligation

Ardion implements an incident management procedure for reporting, investigating, and resolving security incidents.
In the event of a data breach, Ardion will inform the Customer and relevant authorities in accordance with GDPR requirements, without undue delay.

Article 32 – Changes in Third-Party Policies

Ardion acknowledges that the provision of services may depend on or integrate with third-party platforms or services.
Changes in the policies