Terms & Conditions

Last modified: October 2021

Article 1: Definitions EN

1. Client: the principal with whom the agreement for the provision of services by Eatcard is concluded;
2. Services: the service(s) that Eatcard B.V. agrees with Client, as stated in the agreement, offers, quotations, and/or proposals;
3. Agreement: any agreement or arrangement between Eatcard B.V. and Client concerning the provision of services, to which this General Terms and Conditions are an integral part;
4. Downtime: an interruption of Eatcard B.V.’s network resulting in the complete unavailability of one or more services;
5. Usage Date: the date on which Eatcard B.V. enables Client for the first time to use the Services as specified in the Agreement;
6. Intellectual Property Rights: all intellectual property rights and related rights, including copyright, trademark, patent, design rights, trade name rights, database rights, neighboring rights, as well as rights to know-how and performances;
7. Confidential Information: all information, in any form whatsoever, written, oral, electronic or tangible, including, but not limited to, software, (source) code, programs, applications, edge data, know-how, technical specifications, and documentation;
8. The bold headings, indicating paragraphs of these General Terms and Conditions, are solely intended to enhance the readability of the articles in these General Terms and Conditions and are for indication purposes only. No rights can be derived from them.

Article 2: Applicability

1. Eatcard B.V., located in ‘s-Hertogenbosch, registered with the Chamber of Commerce under number: 76388832.
2. These General Terms and Conditions apply to all provided offers, quotations, proposals, services, additional services, and/or follow-up services of Eatcard B.V., as well as to the Agreement and all other agreements in which Eatcard B.V. is a party and provided to the party who has signed the ‘Eatcard B.V. Contract.’
3. Eatcard B.V. is entitled to amend these General Terms and Conditions. Parties are bound by the amended General Terms and Conditions from the day they come into effect.
4. Deviations from and/or additions to these General Terms and Conditions are only valid if agreed upon in writing.
5. The applicability of the General Terms and Conditions referred to by the Client is expressly excluded.

Article 3: The Agreement

1. An agreement between Eatcard B.V. and the Client is concluded at the moment Eatcard B.V. has accepted the Client’s request by written confirmation or from the moment Eatcard B.V. has actually started the execution of the assignment.
2. Any changes to the agreement between Eatcard B.V. and the Client can only be made in writing. These amended agreements come into effect at the moment the mutually agreed-upon changes have been confirmed in writing by both parties.
3. The term ‘in writing’ as used above also includes acceptance through electronic means (including email).
4. Correspondence or communication from Eatcard B.V. that takes place electronically is deemed to have been received by the Client at the moment of sending unless the Client proves otherwise. If correspondence or communication is not received due to delivery or accessibility issues, it is always at the expense and risk of the Client.
5. Eatcard B.V. has the right to refuse requests for services for any reason.
6. The parties agree that Eatcard B.V. shall commence the performance of the agreement immediately upon its conclusion. The cooling-off period referred to in Article 7:46d(1) of the Dutch Civil Code for distance contracts does not apply between the parties (as determined in Article 7:46(5)(a) of the Dutch Civil Code). The cooling-off period does not apply.
7. Eatcard B.V. cannot guarantee in any way the achievement of any desired result by the Client.

Article 4: Duration of the Agreement and Termination

1. The Client is obligated to do whatever is necessary for timely and correct fulfillment or delivery by Eatcard B.V. The Client will facilitate Eatcard B.V. as much as possible in fulfilling its obligations. This includes, but is not limited to, the following obligations of the Client: timely payment, a functioning internet connection, providing complete and accurate data that may be relevant to Eatcard B.V.’s services. This provision also applies in the event of a change in agreements that has occurred either at the initiative of the Client or Eatcard B.V. In case the Client has violated the obligations resting upon them, and Eatcard B.V. has had to perform additional work as a result, the Client shall pay Eatcard B.V. a fee based on an hourly rate of € 89.00 excluding VAT per hour. Eatcard B.V. does not accept liability and is not responsible for any damage arising from the fact that the Client has provided (in hindsight) incorrect or incomplete data. The Client indemnifies Eatcard B.V. in this regard.
2. Eatcard B.V. is indemnified by the Client against any damage arising from the use or disclosure of information provided by the Client or its customers, users, and/or employees.
3. Eatcard B.V. will perform its work to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. Eatcard B.V.’s obligations to the Client qualify as and have the character of an obligation of effort. In the relationship(s) between Eatcard B.V. and the Client, it is explicitly not a so-called result-oriented commitment. Eatcard B.V. does not guarantee that its services and systems available to the Client will function uninterrupted, be reliable, and always easily accessible, unless the parties have explicitly agreed otherwise in a so-called Service Levels Agreement (hereinafter: SLA).
4. In the event that the parties have made agreements and incorporated them into an SLA, the remedies as stated in the SLA explicitly apply as the sole remedy for the Client, and Eatcard B.V. can only be held liable and on the basis of the SLA. Eatcard B.V. is not liable or obligated to pay damages to the Client for exceeding the SLA.
5. All indicated and communicated (delivery) times and lead times, including but not limited to the date of use and installation date, are determined to the best of one’s knowledge and will be observed as much as possible. However, Eatcard B.V. is not bound by (delivery) times, and they are not considered strict deadlines. Exceeding any (delivery) deadline does not put Eatcard B.V. in default or in delay. In case of an (imminent) exceeding of a deadline, the parties will consult with each other as soon as possible to take appropriate measures.
6. Eatcard B.V. is entitled to introduce or limit the use of data traffic and storage capacity at any desired time and may make adjustments accordingly. Eatcard B.V. shall inform the Client of these changes as soon as possible, but no later than within one (1) month.
7. The Client is responsible for keeping their username and password, as well as all other sensitive information, such as their PIN codes and the logins of employees, confidential and all related matters. The Client is liable for all use made through the username and password of the service. Eatcard B.V. may rely on the fact that the Client is indeed the person using the username and password of the Client. As soon as the Client suspects that the username and/or password has fallen into the hands of unauthorized individuals, the Client is obliged to notify Eatcard B.V. immediately and directly, without prejudice to the Client’s obligation to take effective measures themselves to prevent further infringement, such as changing the password and/or username. Usernames and/or passwords may be deleted by Eatcard B.V. if they are deemed undesirable and infringe upon the rights of Eatcard B.V. and/or third parties.
8. Eatcard B.V. is authorized to (have) change(d) the login procedure, passwords, and/or usernames of the Client if Eatcard B.V. deems it necessary for the functioning of the services.
9. Eatcard B.V. is always entitled to make additions, changes, and/or discontinuations in its services and service provision, on the condition that these actions will not increase the obligations of the Client or significantly diminish their rights. If the actions of Eatcard B.V. entail an addition, Eatcard B.V. is entitled to charge costs that are necessary for the addition(s). The Client is free to decide whether they wish to use the added services; they are not obliged to do so.
10. Complaints must be submitted to Eatcard B.V. as soon as possible, but in any case within thirty (30) days after the completion of the assignment, by email (support@eatcard.nl).
11. Eatcard B.V. is not responsible for how the Client executes the agreement.

Article 6: Unlawful Behavior by the Client

1. If Eatcard B.V., in any way, becomes aware of a potential unlawful act or possible criminal behavior by the Client or their customers, employees, or associates, Eatcard B.V. is entitled to suspend its obligations in whole or in part until it has been legally established whether such actions occurred.
2. If it is legally established that indeed there has been unlawful and/or criminal conduct by the Client and/or their customers, employees, or associates, Eatcard B.V. is authorized to terminate the Agreement. If there has been no unlawful and/or criminal conduct, Eatcard B.V. will resume its services and service provision. Eatcard B.V. is not liable for any damage suffered by the Client as a result of the suspension of obligations on the part of Eatcard B.V., even if it is (subsequently) established that there was no unlawful or criminal conduct.
3. Any costs and/or damages arising from or resulting from actions of the Client and/or third parties shall be borne by the Client. Eatcard B.V. is not liable for these costs and damages.

Article 7: License and Intellectual Property Rights

1. The Client has access to the services developed by Eatcard B.V.
2. Nothing in the Agreement or the use of Eatcard B.V.’s services shall constitute a transfer of any Intellectual Property Rights from one party to the other party. The provision of confidential information to the Client does not, in any way, result in a transfer of Intellectual Property Rights.
3. All (potential) rights related to Intellectual Property arising from the Agreement belong to Eatcard B.V. In the event that a specific right connected to Intellectual Property or in any way related to it arises, only Eatcard B.V. is authorized to file for its registration or deposit.
4. Unless agreed upon otherwise by the parties, all drawings, illustrations, prototypes, models, molds, designs, design sketches, films, and other materials or (electronic) files created by Eatcard B.V. in the context of the Agreement shall remain the property of Eatcard B.V., whether they have been provided to the Client or third parties.

Article 8: Use and License

1. The Client obtains a non-exclusive license to use Eatcard B.V.’s services, under the condition that the Client complies with the obligations stated in the Agreement.
2. Unless otherwise agreed in writing, the Client is not allowed to make changes to (acquired) services of Eatcard B.V. without the written consent of Eatcard B.V.
3. Eatcard B.V. is, while considering the Client’s interests, authorized to use (images of) the assignments for its own commercial purposes, publicity, and promotion.
4. Eatcard B.V. is entitled to use the knowledge gained on its side through the execution of the Agreement for other purposes, provided that it does not disclose strictly confidential information from the Client to third parties.

Article 9: Payment

1. Payment of the setup costs must be made within 15 days after the signing of the Agreement.
2. Payment should be made to IBAN: NL36INGB0007988486 in the name of Eatcard B.V. with the invoice number mentioned.
3. If the agreement is renewed automatically, the package costs must be paid by January 31 of the respective year.
4. In case of exceeding the payment term, the Client shall automatically be in default, and the Client shall be liable for a default interest equal to the statutory interest rate, as referred to in article 6:119a of the Dutch Civil Code (BW). If the Client remains in default with the payment after three (3) payment reminders, Eatcard B.V. is entitled to terminate the Agreement in accordance with article 6:265 of the Dutch Civil Code.
5. If the Client is in default and does not make full payment within seven days after the date of the reminder, the Client shall be liable to Eatcard B.V. for extrajudicial collection costs of 15% of the outstanding principal amount, with a minimum of €75.00 for each partially or fully unpaid invoice.
6. Eatcard B.V. offers the Client the option to pay the due price in monthly installments over a maximum period of six (6) months. In the event that the Client is two (2) months or more overdue with payment, Eatcard B.V. is entitled to demand the outstanding amount in full, in any form, without further notice of default.
7. If a SEPA authorization has been given, the costs for the Services will be collected from the bank account number provided by the Client. However, Eatcard B.V. reserves the right at all times to offset costs against the online credits of the Client.
8. If Eatcard B.V. has incurred expenses for the collection of outstanding amounts, the Client is obligated to fully reimburse these costs to Eatcard B.V.
9. From the moment the Client fails to fulfill their payment obligations correctly, in full, or in a timely manner, or is otherwise in default, the services and/or licenses provided under this Agreement will be forfeited.

Article 10: Confidentiality

1. The Client shall treat and keep strictly confidential all information designated as confidential by Eatcard B.V.
2. The Client shall use the confidential information only for the purposes for which such information was provided to the Client. The Client shall only disclose confidential information to employees to the extent deemed necessary in the context of the Agreement.

Article 11: Maintenance

1. Eatcard B.V. reserves the right to interrupt (the use of) its services if it deems it necessary for maintenance purposes. The Client acknowledges that performing maintenance may cause interruptions in the use of the services. In the context of maintenance, Eatcard B.V. may perform or have the following actions carried out: checking files and/or data for signs of unsafe or illegal activities, computer attacks, and computer viruses, and all related activities in the broadest sense.
2. If Eatcard B.V. expects that maintenance will negatively impact the service provided to the Client, Eatcard B.V. will:
   1) make efforts to notify the Client in advance of the maintenance;
   2) conduct the maintenance, to the extent possible, before 10:00 AM to minimize the effects, and;
   3) make efforts to minimize any service interruptions.
3. Eatcard B.V. reserves the right to make changes to the technical characteristics of the services, changes to data and telecommunications networks, or any other changes regarding its services and service delivery at any time. Eatcard B.V. acknowledges that these changes may potentially affect the peripheral and computer equipment used by the Client. Eatcard B.V. is not liable for any potential damage arising from the changes as described in this article, and the Client indemnifies Eatcard B.V. in this regard.
4. Eatcard B.V. is authorized to perform emergency maintenance work (which may result in service interruptions) without prior notice in case of an emergency situation.

Article 12: Relocation

1. Eatcard B.V. is permitted to relocate its data center and/or co-location space(s). Furthermore, Eatcard B.V. is authorized to interrupt its services for the purpose of relocation.
2. The Client does not oppose such relocation and agrees that any service interruption due to relocation does not qualify as Downtime if Eatcard B.V. informs the Client in writing at least five (5) business days prior to the relocation. This includes communication via email or through Eatcard’s online platform accessible to the Client.
3. The costs incurred by the Client as a result of the relocation as described in this article shall be borne by the Client, unless different arrangements have been made and documented in writing by the parties.

Article 13: Conditions of Ownership and Retention Right

1.  All hardware that may be provided to the Client shall remain the property of Eatcard B.V. until the amounts owed to Eatcard B.V. by the Client have been paid (in accordance with article 3:92 of the Dutch Civil Code).
2. As long as ownership of the provided hardware has not yet been transferred, the Client is obliged to ensure that the hardware remains in the same state and quality as it was at the time of provision.
3. If the hardware is returned to the Client in a condition worse than when it was provided, Eatcard B.V. is entitled to charge the Client for any necessary repair costs.
4. Eatcard B.V. is authorized to withhold the funds paid by the Client, which Eatcard B.V. has collected or holds under the agreement, until the Client fulfills its reciprocal obligation (in accordance with article 3:290 of the Dutch Civil Code).
5. Eatcard B.V. is entitled to apply a collection fee for the provided hardware in case of payment, (partial) payment(s), or any other reason(s). The following timeframes and prices shall serve as a guideline:
1) New condition (complete in packaging, never used): the purchase price minus the number of months that have elapsed from the warranty period;
2)Up to six (6) months old: 70% of the purchase price, provided that the Client possesses the original packaging and the hardware has been used in a proper manner;
3) Between six (6) and twelve (12) months old: 50% of the purchase price;
4) All hardware older than twelve (12) months will no longer be accepted or collected by Eatcard B.V.;
5) Eatcard B.V. is entitled to deduct any actual mileage allowances, call-out fees, and hourly rates from all the above-mentioned prices.

Article 14: Terms and Conditions for Warranties, Exchanges, and Repairs of Delivered Hardware

1. In the event that a delivered product is incomplete or exhibits defects immediately upon delivery, the Client must report this in writing as soon as possible, but in any case within one (1) week, to enable Eatcard B.V. to repair the defect or exchange the product. If Eatcard B.V. is notified after the mentioned period, the defect will be treated as a repair within the warranty period.
2. Eatcard B.V. and its suppliers have a standard warranty period of one (1) year. Within this period, any defects will be repaired at no cost, provided the following conditions are met:
1) Within one (1) year from the invoice date;
2) Defective product received for return within five (5) working days after notification;
3) In the event that the defect is not covered by the standard warranty, repair and shipping costs will be invoiced;
4) The replacement item may not always be brand new but will be representative;
5) Warranty period after exchange continues from the original invoice date.
3. Eatcard B.V. is entitled to establish additional rules regarding the terms and conditions for warranties, exchanges, and repairs of delivered hardware (at any time) and may refer the Client to specific documents that the Client must subsequently complete.

Article 15: Prices and Rates

1. All prices and rates are exclusive of value-added tax, other taxes, duties levied on delivery or performance, and other government charges. These taxes and duties will be passed on to the Client unless expressly agreed otherwise in writing.
2. In the event that, after the agreement has been concluded, the taxes and other government charges applicable under the agreement, both domestically and internationally, are increased during the term of the agreement, Eatcard B.V. reserves the right to pass on these increases in prices.
3. Eatcard B.V. is entitled to increase the agreed price of the products and services taken by the Client, or the charges invoiced by Eatcard B.V. under the agreement, when the Client decides at any time to expand the services/products taken (further). This also applies if Eatcard B.V. is required to perform additional work.
4. In the event of a price change by Eatcard B.V. from the originally agreed price after the conclusion of the agreement, the Client is entitled to terminate the agreement in writing within 7 days after becoming aware or could have become aware of the price change.

Article 16: Liability

1. The Client is free to use the services of Eatcard B.V. at their discretion without limitations.
2. Eatcard B.V. is not responsible for the frequency at which the client uses the services. Eatcard B.V. is, therefore, not liable for the manner in which the Client utilizes the services.
3. Eatcard B.V. is not liable for any damage resulting from imperfections or deficiencies in the equipment or software used by Eatcard B.V. in the provision of its services.
4. Eatcard B.V. cannot be held liable in any way for any damages arising from its dependence on the cooperation, services, and deliveries of third parties in its activities, or the termination thereof, regardless of whether this damage arises or becomes apparent during the relationship with Eatcard B.V.
5. If Eatcard B.V.’s liability for damage suffered by the Client is assumed, its liability is limited to compensation for the damage up to a maximum of the price agreed upon for that Agreement, as well as limited to a period of up to two (2) months. Any other liability of Eatcard B.V. for any other form of damage is excluded, including additional damages in any form, compensation for indirect damage, consequential damage, or damage due to lost revenue or profit.
6. Eatcard B.V. accepts no liability if the services/products offered by it are used in a manner other than that for which they are developed and/or intended.

Article 17: Force Majeure

1. Force majeure is defined as any circumstance beyond the control of Eatcard B.V. that temporarily or permanently prevents the fulfillment of the Agreement. In the event of such a circumstance, Eatcard B.V. is not obliged to fulfill any obligations towards the Client.
2. Force majeure refers to all external causes, foreseen or unforeseen, over which Eatcard B.V. has no control.
3. During the period of force majeure and as long as this situation persists, Eatcard B.V. is entitled to suspend the obligation(s) under the contract with Eatcard B.V.
4. If Eatcard B.V. has already partially fulfilled its obligations to the Client at the onset of force majeure, it is entitled to invoice the already delivered portion separately to the Client.

Article 18: Processing of Data and Privacy

1. If Eatcard B.V. deems it necessary for the execution of the agreement, the Client shall promptly, upon request, inform Eatcard B.V. in writing about how the Client complies with its obligations under data protection legislation.
2. The Client indemnifies Eatcard B.V. against claims from individuals whose personal data is registered or processed as part of a personal registration held by the Client or for which the Client is otherwise responsible under the law unless the Client can prove that the facts underlying the claim can solely be attributed to Eatcard B.V.
3. The responsibility for the data processed using a service provided by Eatcard B.V. lies solely with the Client. The Client guarantees to Eatcard B.V. that the content, use, and/or processing of the data are not unlawful and do not infringe on any third-party rights. The Client indemnifies Eatcard B.V. against any claims by third parties, regardless of the grounds, in connection with this data or the execution of the agreement.
4. If Eatcard B.V. is obliged under the Agreement to provide a form of information security, that security shall meet the security specifications agreed upon in writing between the parties. Eatcard B.V. does not guarantee that information security is effective under all circumstances. If the Agreement does not specify security in detail, the security will meet a level that, considering the state of technology, the sensitivity of the data, and the costs associated with implementing the security, is not unreasonable.
5. Eatcard B.V. uses cookies on its website. Cookies are small files stored locally on the user’s computer, which Eatcard B.V. uses to measure the (anonymous) usage of the website. Users of the website can decide whether to allow cookies by adjusting their web browser settings accordingly.

Article 19: Processing of Personal Data

1. The Client guarantees that all requirements for the lawful processing of the personal data entered by him/her have been met.
2. The full responsibility for the data processed by the Client using the service lies with the Client. The Client guarantees to Eatcard B.V. that the data are not unlawful and do not infringe on the rights of third parties. The Client indemnifies Eatcard B.V. against any claims by third parties, regardless of the grounds, in connection with the processing of this data or the execution of the agreement.
3. The Client, based on legislation concerning the processing of personal data (such as the Personal Data Protection Act), has obligations towards third parties, such as the obligation to provide information, as well as to provide access to, correct, and delete personal data of data subjects. The responsibility for fulfilling these obligations rests entirely and exclusively with the Client. The parties consider Eatcard B.V. to be a “processor” in the sense of the Personal Data Protection Act concerning the processing of personal data. The Client will, to the extent technically possible, cooperate with the obligations to be fulfilled by the Client. The costs associated with this cooperation are not included in the agreed prices and fees of Eatcard B.V. and are entirely borne by the Client.

Article 20: Other Provisions

1. These General Terms and Conditions, as well as all offers, quotations, proposals, and/or the Agreement or any other agreement(s) in which Eatcard B.V. is a party, shall be governed exclusively by Dutch law.
2. In the event of a dispute between the parties arising from or related to the Agreement or these General Terms and Conditions, the parties shall engage in discussions to reach a joint and mutual solution. If the parties fail to do so, the dispute shall be submitted to a competent court for final resolution. All disputes arising from these General Terms and Conditions or the Agreement shall be exclusively settled by the competent court in the Oost-Brabant district, located in ‘s-Hertogenbosch.
3. If one (1) or more provisions of these General Terms and Conditions are deemed void or voidable, it shall not affect the validity of the remaining provisions. In case of nullity of one (1) or more provisions of these General Terms and Conditions, the parties shall be bound by rules of the most similar nature, which are not subject to nullity.

Article 21: Deposited

1. These general terms and conditions have been deposited with the Chamber of Commerce in ‘s-Hertogenbosch.