Terms & Conditions for restaurants

Article 1: Definitions

These General Terms and Conditions use the following definitions, which are used in both the singular and plural forms and are written in capital letters:

1. Offer: the offer that Eatcard makes or has made to the Customer for the order and/or delivery of products and/or services by Eatcard, whether or not in the form of a (written) quotation;
2. Terms and Conditions: these general terms and conditions of Eatcard, also available for consultation and/or download at https://eatcard.nl/nl/terms-conditions-for-restaurants-owners/;
3. Eatcard: the private limited liability company Eatcard B.V., with its registered office at Helftheuvelweg 11 (5222AV) in ‘s-Hertogenbosch and registered in the Trade Register of the Chamber of Commerce under Chamber of Commerce number 76388832;
4. Intellectual Property Rights: all intellectual property rights and related rights, including but not limited to copyrights, trade secrets, database rights, domain name rights, trade name rights, trademark rights, design rights, neighbouring rights, patent rights and rights to know-how;
5. Customer: the natural person or legal entity that has entered into the Agreement with Eatcard;
6. Agreement: the agreement concluded between Eatcard and the Customer, on the basis of which Eatcard performs the assignment and/or supplies the products and/or services for the Customer, and of which these General Terms and Conditions form an integral part;
7. Party: Eatcard or Customer;
8. Parties: Eatcard and Customer;
9. Confidential Information: all information (in whatever form) that the receiving Party receives from or via the providing Party before, during or after the Agreement, or that becomes known to the receiving Party in the context of the Agreement, if this information contains trade secrets within the meaning of the Trade Secrets Protection Act, contains personal data, is marked as confidential, or if the receiving Party knows or should reasonably know that the information was and/or is intended to be confidential. Confidential Information on the part of Eatcard includes, but is not limited to, software, (source) code, programmes, applications, customer data, know-how, technical specifications, documentation and images/videos of Eatcard software;
10. Website: the Eatcard website, available at https://eatcard.nl.

Article 2: Applicability

1. These General Terms and Conditions apply to the Offer, the Agreement, any assignment, the services and/or products to be delivered and/or delivered, and to (the performance of) (other) (legal) acts between the Parties.
2. In the event of a conflict between the Agreement and these General Terms and Conditions, the Agreement shall take precedence over these General Terms and Conditions.
3. The applicability of any terms and conditions of the Customer, including but not limited to purchase conditions and general terms and conditions, is hereby explicitly rejected.

Article 3: Formation of the Agreement

1. Eatcard makes an Offer to the Customer, which specifies the assignment to be performed and/or the products and/or services to be offered and the fee payable by the Customer upon acceptance of the Offer.
2. An Offer is non-binding and does not oblige the Customer to do anything.
3. If an Offer has been made in a (written) quotation, the Offer shall be valid for a period of 14 (fourteen) calendar days after the date of dispatch by Eatcard, unless otherwise stated in the Offer.
4. The description of the assignment, products and/or services in the Offer is binding. Eatcard is not bound by any deviating response from the Customer intended as acceptance, even if this response deviates from the Offer only on minor points.
5. The Offer may be based on information provided by the Customer. In that case, if this information proves to be incorrect, Eatcard is entitled to adjust the Offer and/or the fees due to the correct information, even after the Agreement has already been concluded.
6. The Agreement shall be concluded as soon as the Offer has been accepted. The Offer shall be deemed to have been accepted as soon as the Customer agrees to the Offer, or if Eatcard may reasonably regard the Customer’s conduct as (an impression of) (indicating) agreement.
7. Eatcard cannot be held to the Offer if the Customer can reasonably understand that the Offer, or part thereof, contains an obvious mistake or error.

Article 4: Performance of the Agreement

1. Eatcard shall endeavour to perform the Agreement for the Customer in accordance with the Agreement, the Offer and the General Terms and Conditions.
2. All work and/or services performed by Eatcard are carried out on the basis of a best efforts obligation. Eatcard offers no guarantees with regard to the results of the work, products and/or services.
3. In performing the Agreement, Eatcard is not obliged to follow instructions from the Customer, in particular if the content and/or scope of the Agreement is changed by the instructions or if the Agreement is supplemented as a result. If Eatcard chooses to follow these instructions, it is entitled to charge the Customer an (additional) fee for this.
4. The customer acknowledges and accepts that Eatcard may also depend on the work, services and/or products of third parties for the performance of the Agreement. Eatcard is not liable for the work, services and/or products of third parties.
5. Deadlines mentioned or confirmed by Eatcard with regard to the execution or completion of the Agreement (or parts thereof) are always indicative. These deadlines are never strict deadlines. If a deadline is exceeded, Eatcard will only be in default if the Customer sends Eatcard a reasonable and proper notice of default, granting Eatcard a reasonable period of time to still fulfil its obligations.
6. Eatcard expressly accepts no responsibility for achieving certain (intended) results, such as achieving a certain turnover or profit.
7. Any agreements regarding a service level can only be expressly agreed between the Parties in writing, for example in a service level agreement (SLA). Where applicable, the Customer shall always inform Eatcard immediately of any circumstances that may affect the service level and/or the availability of the services.
8. If explicit agreements regarding a service level have been made in writing, the availability of software, systems and related services will always be measured in such a way that any downtime announced in advance by Eatcard due to maintenance and/or any circumstances beyond Eatcard’s control will not be taken into account. The availability measured by Eatcard shall be considered authentic and binding evidence, unless the Customer provides evidence to the contrary.

Article 5: Responsibilities of the Customer

1. The Customer is obliged to do whatever is necessary to ensure the timely and correct fulfilment of the Agreement or delivery by Eatcard. The Customer shall enable Eatcard as much as possible to fulfil its obligations. This includes, but is not limited to, the following obligations of the Customer: ensuring timely payment, a properly functioning internet connection, and the complete and correct delivery and provision of data that is or may be important for the performance of the Agreement by Eatcard. This provision also applies in the event of a change to agreements that has taken place either on the initiative of the Customer or Eatcard. If the Customer has breached its obligations and Eatcard has had to perform additional work as a result, the Customer shall owe Eatcard the agreed (hourly) rates or, in the absence thereof, Eatcard’s usual (hourly) rates.
2. Eatcard accepts no liability and is not liable for any damage resulting from incorrect and/or incomplete information provided by the Customer. The Customer indemnifies Eatcard against all damage, costs and claims in this regard.
3. The customer is responsible for the correct choice of computer, data or telecommunications facilities, including the internet, and for their timely and complete availability.
4. The Customer is responsible for keeping their username and password and all other privacy-sensitive information, such as their PIN codes and, for example, the login(s) of employees, and everything related to this in the broadest sense, confidential. The Customer is responsible and liable for all use of the service made via their username and password (and/or that of their employees). Eatcard may rely on the Customer being the person who logs in with the Customer’s username and password. As soon as the Customer suspects that their username and/or password (and/or that of its employees) has fallen into the hands of unauthorised persons, the Customer is obliged to inform Eatcard of this immediately, without prejudice to the Customer’s obligation to immediately take effective measures to prevent further infringement, such as changing the password and/or username.

Article 6: (The use of) services

1. The Customer acknowledges and accepts that Eatcard’s services are solely intended to provide software (as a service) that the Customer can use.
2. The customer accepts that the services are provided “as is”. Eatcard does not guarantee that the services will be error-free, complete or up-to-date at all times. Eatcard does not guarantee that the services or any part thereof will be accessible at all times and without interruptions or malfunctions. Malfunctions in the services may occur as a result of, among other things, malfunctions in the internet connection, malfunctions in software (from third parties), malfunctions in hardware (from third parties) and/or as a result of viruses and/or defects.
3. The services are intended exclusively for the use described in the Agreement. It is expressly prohibited to use the services for any other purpose.
4. The Customer is expressly prohibited from using the services for unlawful activities or for activities that are otherwise prohibited under applicable laws and regulations, or from misusing the services in any other way.
5. In the event of a breach of the foregoing provision by the Customer, Eatcard shall be entitled to take all measures it deems appropriate, including but not limited to restricting, suspending or terminating access to and/or use of (parts of) the services. Eatcard is not liable for any loss of data suffered as a result of measures taken due to a breach of the aforementioned provision, such as the restriction, suspension or termination of access to and/or use of (parts of) the services.
6. Eatcard is entitled to take all reasonable measures to prevent or avert danger or damage to the extent that it deems necessary, including but not limited to restricting, suspending or terminating access to and/or use of (parts of) the services, at Eatcard’s sole discretion and without being liable for any compensation.
7. Eatcard reserves the right to make changes and/or upgrades to the services, including expanding, modifying or deleting certain functionalities, regardless of whether the services are then no longer available via certain operating systems and/or hardware.
8. Eatcard has the right to temporarily suspend the services for the purpose of performing maintenance, making changes and/or upgrades, without the Customer being entitled to any compensation.
9. Eatcard is entitled to impose restrictions on the use of data traffic and storage capacity in the services and to adjust these at any time.
10. Eatcard is authorised to change the login procedure, passwords and/or usernames of the Customer, or to have them changed, if Eatcard deems this necessary in the interests of the functioning of the services.
11. Eatcard is not responsible for any decision made by the Customer through the services. Eatcard does not guarantee the achievement of results through the services.
12. The customer is fully responsible and liable for all actions performed using the services. The customer indemnifies Eatcard against any claims arising from their actions using the services.
13. The services may contain links to other services, software, platforms and/or websites that are not managed by Eatcard, and exchanges and/or integrations with other services, software, platforms and/or websites may take place within the services. Eatcard has no control or authority over these, makes no guarantees or representations in this regard, and accepts no responsibility for them or for any loss or damage that may arise from their use. The Customer accepts this. The use of these third-party services, software, services and/or websites may be subject to the terms of use or service provisions of the third party concerned. Eatcard is not a party to any agreement between the Customer and such a third party.

Article 7: Licence and Intellectual Property Rights

1. The Customer owes Eatcard a fee for the performance of the Agreement. The amount of the fee for the performance of the Agreement is stated in the Offer and/or in the Agreement.
2. Payment of the amounts due shall be made exclusively via direct debit. By signing the quotation, the Customer grants Eatcard permission to automatically collect the agreed monthly amounts. The amount due will be debited monthly in advance from the account number provided by the Customer.
3. All prices quoted by Eatcard are in euros and exclude value added tax (VAT), other government levies or charges, and any third-party costs, unless expressly stated otherwise.
4. In the event that, after the Agreement has been concluded, the taxes and/or other levies applicable under the Agreement that are or will be imposed by the government and any third-party costs, both domestic and foreign, are increased in the interim, Eatcard reserves the right to pass on these increases in the fees owed by the Customer.
5. The customer must pay the agreed fees:
   1. annually in advance prior to the performance of the Agreement by Eatcard by means of direct debit (SEPA); or
   2. monthly in advance prior to the performance of the Agreement by Eatcard by means of direct debit (SEPA).
6. The payment term for an invoice is 15 (fifteen) days after the invoice date, unless expressly agreed otherwise. The agreed payment term for an invoice is a strict deadline.
7. The customer is responsible for ensuring sufficient funds and the accuracy of the bank details provided, including but not limited to the account number and account name.
8. If the Customer reverses or blocks a debit, or if a direct debit transaction fails twice, Eatcard is entitled (but not obliged) to suspend the performance of the Agreement. However, the fees remain payable. Eatcard is entitled to send the Customer a (digital) invoice for this and/or to engage a third party for this purpose.
9. Eatcard is entitled to increase its fees. Where possible, Eatcard will notify the Customer of any increase at least three (3) months before it takes effect. In the event of a price increase, the Customer has the right to terminate the Agreement within 30 (thirty) days of notification of the increase, subject to a notice period of 3 (three) months. The Customer’s right to terminate the Agreement as referred to above does not apply insofar as Eatcard increases its prices in line with the consumer price index (CPI) of Statistics Netherlands (CBS) or by a maximum of 5% from the month of January of a new calendar year and/or in the event of an increase as referred to in paragraph 3 of this article.
10. Suspension or set-off of payment of the fee owed by the Customer is not permitted.
11. In the event of late payment, the Customer shall be in default by operation of law. In that case, the Customer shall owe the statutory commercial interest and, without notice of default being required, shall be obliged to pay the full amount owed and the interest referred to above, as well as full compensation for the collection costs. This includes both extrajudicial and judicial costs, including the costs of collection agencies, solicitors and bailiffs, without prejudice to Eatcard’s other contractual or statutory rights, including the right to compensation. The extrajudicial collection costs are calculated on the basis of the Graduated Scale of Extrajudicial Collection Costs (BIK), unless the actual extrajudicial costs incurred are higher. In the latter case, the actual costs incurred will be charged to the Customer.
12. In the event of liquidation, (application for) suspension of payments or bankruptcy, debt restructuring or any other circumstance as a result of which the Customer can no longer freely dispose of his assets, Eatcard shall be free to terminate the Agreement with immediate effect without Eatcard being subject to any obligation, such as the obligation to pay compensation. In such cases, Eatcard’s claims against the Customer shall become immediately due and payable.

Article 8: Intellectual Property Rights

1. All Intellectual Property Rights to the Service and all works developed or made available to the Customer within the framework of the Agreement, such as materials, software, training courses, designs, documentation, analyses, advice, quotations, photographs, videos, files and other content to which Intellectual Property Rights may apply, are vested in Eatcard and/or its licensor(s). . Nothing in the Agreement or in the use of the Services shall constitute a transfer of any Intellectual Property Rights to the Customer.
2. The customer shall only be granted the rights of use and powers to which they are entitled under the Agreement or by law. Unless expressly agreed otherwise in writing, this concerns a non-exclusive, non-transferable and non-sublicensable right to use the works developed or made available by Eatcard for their own purposes and exclusively for the duration and intended purpose of the Agreement. The Customer’s right to use the Service is expressly limited to the use of the modules purchased by the Customer.
3. The Customer is expressly prohibited from downloading, copying, modifying, reverse engineering, publishing, or using for direct or indirect commercial purposes the works referred to in paragraph 1 or other information made available under the Agreement, unless such use is permitted by mandatory Dutch law or has been expressly agreed upon.
4. Unless expressly agreed otherwise in writing, the working drawings, illustrations, prototypes, models, moulds, designs, design sketches, films and other materials, files or works created by Eatcard within the framework of the Agreement remain the property of Eatcard, regardless of whether they have been made available to the Customer or third parties.
5. The customer guarantees that the information, in whatever form, that he provides to Eatcard does not infringe on the rights of third parties.
6. The Customer indemnifies Eatcard against all claims, proceedings, losses and/or direct and/or indirect damage suffered by third parties, which are based on or arise from the allegation that any activity of the Customer is in any way unlawful, including but not limited to activities that are in breach of the Agreement and/or constitute an infringement of Intellectual Property Rights.
7. The Customer grants Eatcard an unlimited licence to distribute, store, copy or disclose all information made available to Eatcard by the Customer at Eatcard’s discretion, insofar as this is reasonably necessary for the performance of the Agreement.
8. The customer grants Eatcard permission to use his (trade and/or brand) name, logo and/or other information in the context of promotional, advertising and/or commercial activities, including, but not limited to, mention on the Eatcard website.
9. Eatcard is entitled to use the knowledge gained through the performance of the Agreement for other purposes, insofar as no strictly confidential information of the Customer is disclosed to third parties.

Article 9: Transfer of risk

1. The risk of loss, theft, misappropriation or damage to materials, hardware, software, data files and/or other works shall pass to the Customer at the moment they are brought under the actual control of the Customer or an auxiliary person of the Customer.

Article 10: Confidentiality

1. Each Party shall treat all Confidential Information of the other Party as strictly confidential. The Parties shall also impose this obligation on their employees. The Customer shall only use Eatcard’s Confidential Information for the purposes for which such information has been provided to the Customer. The Customer shall only disclose Eatcard’s confidential information to employees to the extent deemed necessary in the context of the Agreement.
2. In the event that the Customer acts in contravention of the provisions of the first paragraph, the Customer shall owe Eatcard an immediately payable penalty of €10,000 (ten thousand euros) per violation and €500 (five hundred euros) per day (where part of a day counts as one day) per violation, without notice of default and/or attribution being required, without prejudice to Eatcard’s other legal or contractual rights, including but not limited to (additional) compensation and/or performance.

Article 11: Maintenance

1. Eatcard is entitled to interrupt (the use of) its services if it deems this necessary in the context of maintenance. The customer acknowledges and accepts that carrying out maintenance may cause interruptions in the use of the services. In the context of maintenance, Eatcard may, among other things but not exclusively, perform or have performed the following actions: checking files and/or data for signs of unsafe or illegal activities, computer attacks and computer viruses and everything related to this in the broadest sense.
2. If Eatcard expects that the maintenance will negatively affect the service provided to the Customer, Eatcard will:
   1. endeavour to inform the Customer of this prior to the maintenance. In the event of an emergency or if it is otherwise impossible to inform the Customer, Eatcard is entitled to carry out maintenance work without prior notice;
   2. as far as possible, carry out the maintenance before 10 a.m. in order to minimise the effects, and endeavour to keep any interruption of services to a minimum.
3. Eatcard reserves the right to make changes to the technical characteristics of the services, changes to data and telecommunications networks, or any other changes to its services and service provision at any time. The Customer acknowledges and accepts that changes may affect the peripheral and computer equipment used by the Customer. Eatcard is not liable for any damage that may arise as a result of the changes referred to in this article. The Customer indemnifies Eatcard against all damage, costs and claims in this regard.

Article 12: Relocation

1. Eatcard is permitted to relocate its data centre and/or co-location space(s) at any time. Furthermore, Eatcard is authorised to interrupt its services in the context of a relocation.
2. The customer does not object to such a move.
3. The Customer agrees that any interruption to the services as a result of a relocation does not qualify as downtime (insofar as agreements have been made in this regard), provided that Eatcard informs the Customer of this no later than 5 (five) working days prior to the relocation. This also includes notification by email or via Eatcard’s online platform, which can be consulted by the Customer.
4. The costs incurred by the Customer as a result of the relocation referred to in this article shall be borne by the Customer, unless other agreements have been made and these have been laid down in writing by the Parties.

Article 13: Ownership (retention of title) and right of retention

1. Eatcard remains the owner of goods, property rights and similar legal objects, such as delivered hardware, as long as the Customer:
2. fails to pay for work and/or services performed or to be performed under the Agreement; or
3. fails to satisfy claims arising from non-performance of the Agreement, such as damages, interest and costs.
4. As long as the goods delivered by Eatcard are subject to retention of title, as referred to in the previous paragraph, the Customer is not permitted to encumber them. As long as ownership of the delivered goods has not yet been transferred, the Customer is obliged to ensure that the delivered goods remain in the same condition and quality as they were in at the time they were made available.
5. After Eatcard has invoked its retention of title, it may immediately retrieve the delivered goods to which the retention of title applies. The Customer shall allow Eatcard to enter the location(s) where the delivered goods are located. Eatcard is entitled to charge the Customer for the costs incurred in this regard. If it appears that the delivered goods are in a different condition than the condition in which they were at the time of delivery, Eatcard is entitled to charge the Customer for any repair costs.
6. Eatcard is authorised not to release the funds paid by the Customer, which Eatcard has collected or holds in its possession under the Agreement, to the Customer as long as the Customer fails to fulfil its obligations under the Agreement.
7. If products have not yet been delivered by Eatcard, but the agreed advance payment or price has not been paid by the Customer as agreed, Eatcard has the right of retention. The products will then not be delivered until the Customer has paid in full and in accordance with the agreement.

Article 14: Conditions for warranties, exchanges and repairs of delivered hardware

1. The products supplied by Eatcard meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended under normal use.
2. The provisions of the preceding paragraph apply to products intended for use within the Netherlands. When using the products outside the Netherlands, the Customer must check whether the products are suitable for use there and whether they meet the conditions that apply there.
3. In the event that a delivered product is incomplete or defective immediately after delivery, the Customer must report this in writing as soon as possible, but in any case within one (1) week of delivery, so that Eatcard is able to repair the defect or replace the product. If Eatcard is notified after the aforementioned period, the defect will be treated as a defect within the warranty period.
4. Eatcard and its suppliers apply a standard warranty period of one (1) year after delivery. Any defects will be repaired within this period, provided that the defects are covered by the warranty.
5. In some cases, Eatcard may, at its sole discretion, decide to proceed with the guarantee to deliver a replacement product instead of repairing/restoring the defective product. The replacement product is not always a new identical product, but it is a representative product.
6. The Customer shall not be entitled to invoke any warranty if defects and/or errors are wholly or partly the result of incorrect, careless or incompetent use. This includes, but is not limited to, external causes such as lightning strikes or fire, or situations in which the Customer makes or causes changes to the delivered products without Eatcard’s prior consent, or uses the delivered products for purposes and/or applications other than those for which they are intended.
7. If a defect is not covered by the warranty, Eatcard will charge the Customer for the repair, replacement, shipping and any other (repair) costs.
8. If the warranty relates to a product manufactured by a third party, the warranty is limited to the warranty provided by the manufacturer of that product. The customer must then settle the matter with that third party. Eatcard may mediate in this matter, but is not obliged to do so. For such mediation, Eatcard may charge the Customer the agreed (hourly) rates or, in the absence thereof, its usual (hourly) rates.
9. Eatcard is entitled to establish further rules regarding the conditions for guarantees, exchanges and repairs of delivered products (at any time), and to refer the Customer to the documents that the Customer must complete in order to invoke the guarantee.

Article 15: Data

1. Eatcard is and/or becomes the owner of all data processed through Eatcard’s services. This data includes, but is not limited to, the data generated and/or calculated through the service and the data entered by the Customer and/or its users.
2. Eatcard is never obliged to comply with requests from the Customer to change data relating to the service, such as turnover data.
3. Eatcard is not obliged to provide or make available security, backup, fallback or recovery services. If the Customer wishes to have a backup of data, he must make this himself.
4. The customer is and remains responsible for complying with all legal administration and retention obligations applicable to them.
5. Before the Agreement ends, the Customer may request Eatcard to provide certain data held by Eatcard to the Customer. Eatcard may choose to comply with such a request, but is not obliged to do so. Eatcard is entitled to charge the Customer the agreed (hourly) rates for this, or, in the absence thereof, its usual (hourly) rates. If Eatcard decides to comply with such a request, it will determine the manner and format in which the data will be made available to the Customer. Any request made by the Customer after the Agreement has already ended will not be processed by Eatcard.

Article 16: Privacy

1. Eatcard will not process personal data other than for the purpose of performing the Agreement and/or as stated in its privacy policy.
2. The responsibility for the (lawfulness of the) (processing of) personal data provided or to be provided by the Customer to Eatcard lies with the Customer. If required, the Customer will enter into an agreement with Eatcard for the processing of personal data.

Article 17: Liability

1. Eatcard’s liability for damage suffered by the Customer as a result of an attributable failure to fulfil its obligations, error and/or as a result of an unlawful act by Eatcard, its employees or third parties engaged by it, is excluded.
2. Insofar as Eatcard’s liability cannot be excluded, Eatcard’s liability per event (a series of consecutive events counts as one event) is limited to compensation for direct damage up to a maximum of the amount paid out by Eatcard’s insurer for the case in question.
3. If, for any reason, Eatcard’s insurer does not pay out or if Eatcard has not taken out insurance for the event causing the damage, Eatcard’s liability will be limited to compensation for direct damage up to the amount that Eatcard has received in compensation under the Agreement in the 12 (twelve) months prior to the event causing the damage under the Customer Agreement. The total liability shall never exceed €5,000 (five thousand euros).
4. Direct damage is exclusively understood to mean:
   1. material damage to property;
   2. reasonable costs incurred to prevent or limit direct damage that could be expected as a result of the event on which the liability is based; and
   3. reasonable costs incurred to determine the cause of the damage.
5. Eatcard’s liability for indirect damage is excluded. Indirect damage is understood to mean all damage that is not direct damage and therefore includes, but is not limited to, consequential damage, lost profit, lost savings, reduced goodwill and damage resulting from the failure to achieve desired or promised results.
6. The exclusions and limitations of liability referred to in this article shall lapse if and insofar as the damage is the result of intent or deliberate recklessness on the part of Eatcard or its management.
7. Unless performance by Eatcard is permanently impossible or there is a situation as referred to in Article 6:83(c) of the Dutch Civil Code, Eatcard will only be liable for an attributable failure to perform its obligation (and) under the Agreement only if the Customer immediately gives Eatcard written notice of default, granting Eatcard a reasonable period of time to remedy the failure, and Eatcard continues to fail imputably in the performance of its obligation(s) even after the expiry of that reasonable period.
8. The condition for the creation of any right to compensation is always that the Customer reports the damage to Eatcard in writing within 30 (thirty) days of its occurrence.
9. In the event that the Parties have made agreements regarding the service levels of the services, for example in a service level agreement (SLA), the remedies agreed therein shall expressly apply as the sole remedy. These remedies qualify as penalties and replace any compensation for damages.
10. The Customer indemnifies Eatcard against all claims and other demands from third parties and the resulting damage as a consequence of a breach of the Agreement by the Customer or any other act or omission on the part of the Customer.

Article 18: Force majeure

1. Eatcard cannot be held liable for fulfilling any obligation in the event of force majeure.
2. Force majeure on the part of Eatcard shall include, in addition to what is understood in this regard in law and case law, illness of employees and/or absence of personnel or third parties who are crucial to the performance of the Agreement, power failures, strikes, riots, government measures, fire, natural disasters, floods, war, epidemics, pandemics, general transport problems, shortcomings on the part of Eatcard’s suppliers, shortcomings on the part of third parties engaged by Eatcard, disruptions to the internet connection, disruptions to (telecommunications) networks, DDoS attacks, hacks, other cybercrime activities and other unforeseen circumstances.
3. If a force majeure situation lasts longer than 90 (ninety) days, or if it is certain that the force majeure situation will last longer than 90 (ninety) days, both Parties are entitled to terminate the Agreement in writing, without being obliged to pay any compensation for damage resulting from this termination, unless the nature or extent of the non-performance does not justify the termination.

Article 19: Duration and termination of the Agreement

1. The Agreement shall enter into force at the moment the Offer or the Agreement is signed, or at the moment the Customer otherwise agrees to the Offer or the Agreement, unless a different commencement date is specified in the Offer or the Agreement.
2. The Agreement is entered into for a fixed term with a minimum term of 12 (twelve) months, unless expressly agreed otherwise. Without written notice of termination, in accordance with the Agreement and the General Terms and Conditions, the Agreement will be tacitly renewed for the same period, unless expressly agreed otherwise.
3. The Customer may terminate the Agreement at the end of the agreed contract term, subject to a notice period of three (3) calendar months. Termination by the Customer must be effected by email, addressed to support@eatcard.nl.
4. Eatcard may terminate the Agreement at any time with immediate effect.
5. Each Party is entitled to terminate the Agreement as a result of an attributable failure by the other Party to perform the Agreement, if the other Party continues to fail to perform the Agreement in an attributable manner even after proper notice of default and the expiry of the reasonable periods specified therein.
6. If, at the time of termination, Eatcard has already provided services and/or performed other work for the Customer, these services and/or work and the associated payment obligation(s) are not subject to the reversal obligations resulting from the termination.
7. Invoices already sent by Eatcard to the Customer prior to termination, in whatever manner, in connection with what has already been (partially) performed or delivered under the Agreement must be paid by the Customer. These invoice amounts are immediately due and payable upon termination of the Agreement.
8. All provisions of the Agreement and these General Terms and Conditions that are intended to survive the termination of the Agreement shall remain in force after such termination. These provisions include (but are not limited to) the provisions concerning the exclusions and limitations of Eatcard’s liability, Intellectual Property Rights, applicable law, dispute resolution and this provision.

Article 20: More work

1. At the request of or with the consent of the Customer, Eatcard may perform work and/or services that fall outside the scope or content of the Agreement (additional work). The Customer shall compensate Eatcard for this work and/or these services at the agreed (hourly) rates, and in the absence thereof, at Eatcard’s usual (hourly) rates.
2. Eatcard is not obliged to carry out additional work as referred to in the previous paragraph and may require that a separate agreement be concluded for the additional work.
3. The Customer acknowledges and accepts that additional work may affect the performance of the Agreement, the responsibilities of the Parties, and any fixed price and/or deadlines agreed in advance.
4. Insofar as additional work is required with regard to an Agreement in which a fixed price was agreed, Eatcard will inform the Customer in writing, upon request, of the financial consequences of the additional work.
5. The fact that additional work (or demand for additional work) arises during the performance of the Agreement does not constitute grounds for termination, dissolution or annulment of the Agreement by the Customer.

1. The Agreement, the supply of products and/or services, orders, additional work and all disputes arising therefrom are governed exclusively by Dutch law. The application of the Vienna Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna Sales Convention) is excluded in all cases.

Article 22: Complaints and dispute resolution

1. Complaints must be submitted by the Customer to Eatcard by email (support@eatcard.nl) as soon as possible, but in any case within 30 (thirty) days of the complaint arising.
2. All disputes between the Parties in connection with the Agreement shall in the first instance be resolved by mutual consultation.
3. If the Parties are unable to resolve the disputes through mutual consultation within 30 (thirty) days, they will be settled exclusively by the competent court of the District Court of East Brabant, location ‘s-Hertogenbosch.
4. Paragraph 2 of this article does not affect the Parties’ authority to take protective measures and/or provisional measures.

Article 23: Other provisions

1. In these General Terms and Conditions, “in writing” also means communication by email, if and insofar as the identity of the sender and the integrity of the content of the communication are sufficiently established.
2. Deviations from the Agreement and/or the General Terms and Conditions are only valid if they have been expressly accepted in writing by Eatcard.
3. If the Agreement is or becomes partially invalid or partially void, the Parties shall remain bound by the remaining part of the Agreement. Eatcard shall replace the invalid or void part with provisions that are valid and not void and whose legal consequences, taking into account the content and scope of the Agreement, correspond as closely as possible to those of the invalid and/or void part.
4. All communications or notifications permitted or required under the Agreement must be made in writing.
5. Eatcard is entitled to amend and/or supplement these General Terms and Conditions. The most current General Terms and Conditions can be found on the Website or will be brought to the Customer’s attention. If the Customer continues to use the services and/or products after the General Terms and Conditions have been amended and/or supplemented, the Customer thereby irrevocably accepts the new General Terms and Conditions.
6. The version of any communication and/or documents received or stored by Eatcard shall be considered authentic and binding evidence, unless the Customer provides evidence to the contrary.
7. Correspondence or communication from Eatcard that takes place electronically is deemed to have been received by the Customer at the time of dispatch, unless the Customer provides evidence to the contrary. If correspondence or communication appears not to have been received as a result of delivery and/or accessibility problems, this will in all cases be at the expense and risk of the Customer.
8. Eatcard has the right to engage third parties for the full or partial execution of its rights and/or obligations under the Agreement.
9. The Customer may only transfer its rights and/or obligations under the Agreement to a third party with the prior written consent of Eatcard.