General Terms and Conditions ValuePartner

Version: 01-09-2024

These terms consist of the following parts:

General
SaaS Services Conditions

Part I: General

Article 1 - Definitions

Account: means by which a User, after potentially going through a verification process by providing a username and password, gains personalized access to the Platform.
Agreement: the agreement concluded between ValuePartner and Customer regarding the Services and any follow-up or additional agreement. To the extent the Services are provided free of charge, a user agreement is established through the use of the Services, to which these General Terms and Conditions also apply.
Confidential Information: all information except Personal Data that is marked as confidential or which the recipient should understand is confidential.
Customer: the party that receives ValuePartner's Services either free or paid for themselves and/or other Users.
Fee: the possible fee that the Customer owes ValuePartner (periodically) for the (right to) use the Services.
General Terms and Conditions: these General Terms and Conditions applicable to ValuePartner's Services.
IP Rights: all intellectual property rights, copyright, trademark rights, patent rights, or any other intellectual property rights, including but not limited to: analyses, reports, designs, advice, sketches, documentation, manuals, models, techniques, instruments, and software.
Personal Data: information about or traceable to an identifiable natural person.
Platform: the ValuePartner platform, accessible via the Website (www.valuepartner.com) and/or an app.
SaaS: the remote provision and maintenance of software by or on behalf of ValuePartner to the User via the internet or another data network, without providing the User with a physical carrier of the software.
Services: the limited, non-exclusive, revocable, and non-transferable, non-sublicensable right to access the Platform and any other (marketing) services and products of ValuePartner, whether paid or not.
User: the natural person who uses the Services. The user can also be a Customer.
ValuePartner: ValuePartner B.V., a private company with limited liability, with its registered office in Amsterdam and office at Science Park 106, Amsterdam (1098 XG).

Article 2 - Applicability, Modification, and Priority

These General Terms and Conditions apply to all offers and Agreements of ValuePartner. Depending on the Services, different parts of these General Terms and Conditions apply on the date determined by ValuePartner.
These General Terms and Conditions and the Fees can be unilaterally amended by ValuePartner from time to time. Any changes will be announced via a notice by email and through the Platform and will apply.
In case of conflict between these General Terms and Conditions and the Agreement, the Agreement prevails. In case of conflict between parts of these General Terms and Conditions, the part with the higher number prevails.

Article 3 - Commencement, Duration, and Termination of Agreements

The content of the Agreement/Services and the amount of any Fee are mentioned in or with the Agreement.
Agreements are concluded by signing by the Customer or by the Customer accepting an offer from ValuePartner in another way.
Unless otherwise agreed or apparent from the nature of the Agreement, Agreements are concluded for a specified period without the possibility of interim termination. Agreements are automatically renewed for the same duration based on the same type of Agreement and the applicable Fee unless terminated in writing at least 6 weeks before the end of the Agreement. For questions about your Agreement, address changes, terminations, etc., you can email [email protected].
ValuePartner has the right to refuse entering into an Agreement with a Customer without giving reasons. ValuePartner also has the right to terminate the Agreement with immediate effect in writing if Customers and/or Users act contrary to the Agreement or for another reason that ValuePartner believes justifies termination of the Agreement. If ValuePartner terminates the Agreement with immediate effect because the Customer or their Users act contrary to the Agreement, the Customer is not entitled to a refund of the Fee for the period after the termination date.

Article 4 - Fees and Payment

The Fee for the right to use the Services is owed regardless of whether and to what extent the Customer uses the Services. ValuePartner is authorized to unilaterally increase the Fee, which increase takes effect after notification by ValuePartner on a date determined by ValuePartner.
Payment of an agreed Fee is always in advance and must be received within fourteen (14) days after the invoice date in ValuePartner's bank account. Unless otherwise specified, the Fee is exclusive of taxes including VAT.
The Customer is not entitled to offset or suspend any payment obligation.
When the Services are purchased on a subscription basis, ValuePartner is authorized, unless otherwise agreed, to unilaterally change the prices.
The payment term for invoices is a strict deadline; after the payment term expires, the Customer is immediately and without notice of default in default. The Customer owes statutory commercial interest on the outstanding amount from the moment the payment term has expired until the date of payment. Additionally, in the case of collection of invoices, the Customer is liable for the reimbursement of the actual and reasonable extrajudicial and judicial collection costs incurred by ValuePartner, including but not limited to legal costs, with a minimum of EUR 250.

Article 5 - Liability and Force Majeure

ValuePartner excludes, as far as legally permitted, liability for all damage that a Customer or User suffers in connection with the use of the Services due to:
1. the unavailability of the Platform or parts thereof;
2. errors on the Platform or in the SaaS service;
3. incorrect information on the Platform or in the result of the Services;
4. loss of information, data, or databases of the User; or
5. changes in the Services or changes in or on the Platform.
ValuePartner's liability for indirect damage, including but not limited to consequential damage, lost profit, missed revenue, is expressly excluded.
The total contractual and non-contractual liability of ValuePartner concerning any Agreement is limited to the compensation of direct damage up to the amount paid out in the relevant case by ValuePartner's liability insurance, increased by the applicable deductible up to a maximum of the Fee that the Customer has paid to Dealsuite in the twelve months preceding the (first) damage-causing incident. If no insurance coverage exists for ValuePartner's liability, the total liability for direct damage under the Agreement – as a result of one or more damage-causing events – is limited to the invoice value over the six-month period preceding the first damage-causing event. The limitation or exclusion of liability referred to in this article does not apply to the extent the damage is the result of a deliberate reckless or intentional shortcoming of ValuePartner's management.
ValuePartner is not liable for damage suffered by a Customer in case of force majeure, including in the context of these General Terms and Conditions; cases where ValuePartner cannot or could not fulfill its contractual obligations due to power outages, network failures, computer viruses, or server outages.
ValuePartner only has a contractual relationship with the Customer and not with its Users. Only the Customer (and not its Users) can hold ValuePartner liable for contractual or non-contractual liability and the Customer indemnifies ValuePartner against claims from its Users.
Claims for damages expire 12 months after the date on which the Customer became aware or could reasonably have been aware of the damage and liability.

Article 6 - IP Rights, Data, and Privacy

The IP rights to all models, techniques, software, reports, specifications, know-how, applications, tools, and other information (in the broadest sense of the word) provided by or on behalf of ValuePartner to Customers and Users remain with ValuePartner. Apart from the limited rights granted in these General Terms and Conditions or an Agreement on ValuePartner's IP rights, ValuePartner does not grant any other rights to the IP rights held by it to Customers or Users and does not transfer those IP rights by using the Platform/Services or performing an Agreement.
Customers and Users grant ValuePartner an irrevocable, non-exclusive, non-transferable license to share the information on which IP rights or ownership rights of the Customer or Users rest with its group companies and to use it to (further) develop the software or other products/services (including training language models or artificial intelligence) or for marketing purposes. In developing products/services, ValuePartner ensures that the confidential information or personal data used from Customers/Users is not traceable. The Customer guarantees ValuePartner that its Users grant the license referred to in this article, at least the Customer grants that license on behalf of its Users.
ValuePartner takes appropriate technical and organizational measures to protect information from Customers or Users against misuse, unauthorized access, unwanted publication, changes, or destruction. Information provided by or on behalf of Customers or Users is used by ValuePartner for the provision of the Services and in accordance with the provisions of these General Terms and Conditions. Insofar as the information of Customers or Users contains personal data, ValuePartner's privacy statement applies. When ValuePartner shares information from Customers or Users with third parties or allows third parties to process it (such as hosting service providers), ValuePartner will make appropriate security and confidentiality agreements with those third parties. ValuePartner does not share personal data with parties established outside the EEA.
Insofar as personal data are processed in the performance of the Agreement, the parties will comply with the laws and regulations in the field of privacy (including the GDPR).
The manner in which ValuePartner processes personal data of Users and the rights of Users are included in the ValuePartner privacy statement (Privacy Statement") as applicable from time to time. The Privacy Statement of ValuePartner is available on the ValuePartner website."
Unless otherwise agreed, ValuePartner is the owner of the data generated by the Services, and the Customer receives a non-exclusive, non-sublicensable, non-transferable license to use that data for their own purposes.

Article 7 - Miscellaneous

The Agreement and these General Terms and Conditions are governed exclusively by Dutch law. The applicability of the Vienna Sales Convention is excluded.
All disputes arising in connection with this Agreement or resulting therefrom shall be exclusively settled by the competent court in Amsterdam.
The Client/User is not entitled to transfer its rights and/or obligations under an Agreement or the General Terms and Conditions to a third party or third parties, or to sublicense them to a third party or third parties.
The parties shall mutually maintain confidentiality with respect to each other's Confidential Information, and they shall use such Confidential Information only in accordance with these General Terms and Conditions and the Agreement. The parties are responsible for compliance with these confidentiality obligations by their subordinates and any third parties engaged by them

Part II: SaaS Services

This Part II applies to the Agreement if the Client or User uses the Platform or other remote software.

Article 8 - Rights and Obligations of ValuePartner for SaaS

ValuePartner makes every effort to ensure that the SaaS Service remains available, secure, and reliable according to constantly updated standards, and that it is provided with updates and new features and functions. ValuePartner does not guarantee that the SaaS Service will be available, secure, and reliable at all times. ValuePartner does not guarantee that the software provided within the framework of the SaaS Service will be error-free and function without interruptions. ValuePartner will make every effort to correct errors in the software developed by ValuePartner within a reasonable period of time.
ValuePartner is authorized to make changes to the content or scope of the SaaS Service, and to renew or modify the software. ValuePartner is under no obligation to maintain, modify, or add any features or functionalities of the SaaS Service.
ValuePartner may make access to or use of (parts of) the Platform subject to additional conditions or obligations, such as creating an Account or going through a verification or registration process.
ValuePartner may temporarily take all or part of the SaaS Service out of use for preventive, corrective, or adaptive maintenance or other forms of service. ValuePartner will not allow the period of inactivity to last longer than necessary and, if possible, will have it take place outside office hours. ValuePartner shall not be liable and the Client shall not be entitled to any form of compensation, discount, and/or damages if the SaaS Services are temporarily unavailable in whole or in part or contain errors.
ValuePartner is authorized to temporarily or permanently block or terminate Users' access to and use of the Services (i) if ValuePartner is required to do so by applicable law, regulation, or court order, (ii) if a User is in breach of the Agreement or these General Terms and Conditions, or (iii) for security reasons. If ValuePartner exercises its authority as defined in this clause, ValuePartner shall not owe any form of compensation to the Client or User.
The Platform may contain references to third-party websites (e.g., by means of a hyperlink or banner). These websites are subject to the (privacy) rules of the respective website owners. This also applies to the use of the services of third-party service providers, such as third-party payment services.
At ValuePartner’s first request, the User shall immediately remove data and/or information originating from the Client from ValuePartner's systems, failing which ValuePartner may delete that data and/or information itself or disable access to it.
ValuePartner does not check the (correctness and/or completeness of the) data entered by the User on the Website or when using the Services and is in no way responsible or liable for this, even if ValuePartner assists or supports the User in any way in entering data. ValuePartner never provides advice on the use of the Services.

Article 9 - Rights and Obligations of the Client and Users

ValuePartner grants to Clients and their Users a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use the Platform and the Services, and the right to access and view all material on the Platform owned by ValuePartner, free of charge or for a fee.
The Client guarantees that its Users will comply with the Agreement and these General Terms and Conditions, and the Client is responsible for any (non-)compliance by its Users with the Agreement and the General Terms and Conditions. ValuePartner is authorized to exclude Users who act in violation of the Agreement or General Terms and Conditions, the law, or privacy regulations from further use of the Services, or to take other appropriate measures.
When creating an Account, the User is obliged to provide accurate and complete information and to keep that information up to date. An Account is personal and non-transferable and the login codes are secret. Each User is responsible for keeping the login details for the Account confidential and it is forbidden to share or transfer those login details to a third party (including colleagues). If a User suspects that login details for an Account have been lost or stolen, or can be used in any way without authorization, that User must immediately inform ValuePartner.
The Client guarantees the accuracy and completeness of the data that it (and its Users) has/have provided to ValuePartner or that it uses in the performance of the Agreement. The Client guarantees that this does not infringe on the (intellectual property) rights of third parties, and holds ValuePartner harmless against third-party claims in this regard.
The Client is only permitted to use the Services for the benefit of its own business or interests. The Client/User shall not sell, resell, sublicense, transfer, assign or otherwise make the Services available to third parties.
The content of the ValuePartner website may not be copied, reproduced, and/or made public by the User without the prior written permission of ValuePartner. The User shall not attempt to copy, modify, compile, or counterfeit (parts of) the software made available via SaaS, or cause this to be copied, modified, compiled, or counterfeited.
The User is not permitted to collect personal data from Users who post buy-side or sell-side projects on the Platform (including email addresses and telephone numbers) and/or to approach those Users to offer their own products and/or services.
The User shall at all times behave carefully and lawfully when using SaaS Services, in particular by respecting the intellectual property rights and other rights of third parties, respecting the privacy of third parties, not gaining unauthorized access to systems, not spreading viruses or other harmful programs or data, and refraining from criminal offenses.
The Client is responsible for the intended use of the SaaS Services and the manner in which the results thereof are used, in particular if such results are based on the Client's own data or information. The responsibility for the data processed by (its) Users using SaaS Services lies entirely with the Client. The Client guarantees to ValuePartner that the content, use, and/or processing of the data are not unlawful and do not infringe on any right of a third party. The Client holds ValuePartner harmless from any legal claim by a third party, for whatever reason, in connection with this data or the performance of the Agreement.
To the extent that the Services consist of hosting Client data, a fair use policy applies. In the event of excessive burden and/or unauthorized use of the hosting environment by the Client or its Users, ValuePartner will take appropriate measures (such as temporarily suspending use of the hosting environment) and inform the Client thereof. The Client will be obliged in such a case to cease and desist from putting excessive burden on and/or making unauthorized use of the hosting environment at ValuePartner’s first request and within a reasonable period of time specified by ValuePartner. If the Client does not comply with such a request, ValuePartner is entitled to (continue to) suspend its Services and/or take measures such as removing the Client's data from the hosting environment. In the event that ValuePartner takes unilateral measures, ValuePartner will not be liable in any way for any form of compensation for damage suffered by the Client or a third party as a result.
If an Agreement is terminated, the Client is obliged to export their data in the hosting environment of ValuePartner on its own initiative prior to the end date of the Agreement. Upon termination of the Agreement, ValuePartner is authorized to delete all entered and generated data, without ValuePartner being liable in any way for damage that may result from this. Insofar as ValuePartner supports the Client in exporting or transferring data, ValuePartner may charge a fee for this.

Contact Details:

ValuePartner is part of ValuePartner BV

Visiting address: Science Park 106, 1098 XG, Amsterdam

General telephone number: +31 (0)20-303 87 30

E-mail address: [email protected]

This document was last modified on 01-09-2024