General Terms & Conditions

20250303 General Terms and Conditions Remairk B.V.Download

Implementation date: 3 March 2025

Article 1 – Definitions

In these general terms and conditions, the following terms are used with the meanings stated alongside them, unless otherwise indicated.

Contractor: Remairk B.V., located in Amstelveen, register with the Kamer van Koophandel under number 94075085.

Herinafter referred to as ‘Remairk’ , ‘we’, ‘our’.

User: the natural person or legal entity acting in the course of their profession or business, not being a consumer, who commissions the contractor to provide the provision of services.

Herinafter referred to as ‘the User.

Herinafter jointly referred to as ‘Parties’

Agreement: any arrangement between the User and Remairk concerning the provision of services.

Provision of services: the (facilitating of) development, production, publishing, innovation, marketing, sales, consulting, and provision of ancillary services, including advising and support, in the fields of programming, engineering, and information technology services (IT services) and software, the management of computer facilities, data processing, web hosting, advertising activities, and related activities. Herinafter referred to as ‘the Service’.

These General Terms and Conditions (‘Terms’) govern the use of the software tool (‘Tool’) provided by Remairk. By subscribing to or using the Tool, the User agrees to be bound by these Terms. If the User does not agree, the User must not to use the Tool.

Article 2 – General

These general terms and conditions apply to all offers, quotations, transactions, and agreements between the User and Remairk relating to the Service provided by Remairk. Anygeneral terms and conditions of the User are explicitly excluded by Remairk.
The User also unconditionally accepts the applicability of these general terms and conditionsfor all future transactions between the User and Remairk, as well as for all transactionsrelated to such agreements.
If any provision of these general terms and conditions or the agreement is null and void orannulled, the remainder of the agreement shall remain in effect, and the relevant provisionshall be replaced promptly, in consultation between the parties, by a provision thatapproximates the intent of the original provision as closely as possible.
The User may only invoke terms and/or conditions that deviate from these general terms andconditions, or their own terms or conditions, if such deviating terms and/or conditions havebeen explicitly accepted in writing by the contractor.
We may update these Terms from time to time. The User will be notified of significantchanges via e-mail. Continued use of the Tool after changes to the Terms constitutesacceptance of the updated Terms.
Amendments to the general terms and conditions will take effect the day after the User hasbeen informed of the changes. The User is obligated to accept these unilateral amendmentsto the general terms and conditions.

Article 3 – Offer and Agreement

Offers and quotations are valid for the period stated in the offer or quotation. We offer threesubscription plans with varying features and pricing. We present the pricing and offer inwriting, via our website.
New Users are entitled to a fourteen-day free trial. During this period, the User may cancelthe subscription at any time. After the trial, the User must select a subscription plan tocontinue using the Tool. The fourteen-day free trial allows the User to evaluate the Toolbefore committing to a subscription.
The User must be at least 16 years old to enter into the agreement. By subscribing to theTool, the User confirms that he/she meet this age requirement.
The prices mentioned exclusive VAT or other taxes as required by EU law, other governmentlevies, and other costs incurred for the assignment, such as shipping, transport, andadministration fees, unless otherwise agreed in writing or stated.
We cannot be bound by our offers and/or quotations if the User, based on principles ofreasonableness and fairness and common practice in society, should have understood thatthe offer and/or quotation, or a part thereof, contained an obvious mistake, misstatement,printing, setting, or typographical error.
The agreement between Remairk and the User is concluded and commences when the Userhas subscribed by completing all the necessary steps through our website. The agreementbetween the parties is binding.
If an offer is accompanied by demos, drawings, estimates, plans, models, or documents,whether or not on data carriers, they remain at all times the property of Remairk. They maynot be reproduced, copied, or made available to third parties for inspection or use, either inwhole or in part, without our permission.

Article 4 – Use of the Tool and Notice-and-Take-Down

The Tool is designed to assist engineers with remark registration and checking. The Usermust use the Tool in compliance with applicable laws and regulations.
The User must ensure that the network of Remairk is not jeopardized by themselves or theirclients, and that no legal violations occur.
The User guarantees Remairk that (the execution of) the agreement, as well as any factualand/or legal actions taken by the User using Remairks’ Services, do not infringe upon any(subjective) rights of third parties, including intellectual property rights, nor any legalprovisions, regardless of the legal system from which they originate.
The User ensures that the services will not be used for activities that violate laws andregulations. It is expressly prohibited (whether lawful or not) to offer or distribute materialsvia Remairks’ services that:
a. contain malicious content, such as harmful software;
b. infringe upon third-party rights, or are defamatory, slanderous, offensive, discriminatory, or incite hatred;
c. contain hyperlinks, torrents, or references to (locations of) materials that infringe intellectual property rights;
d. contain any form of criminal pornography or are evidently aimed at helping others find such material
e. violate the privacy of third parties, including but not limited to the unauthorized or unnecessary dissemination of third-party personal data or repeatedly harassing third parties with unwanted communication.
If Remairk believes that harm, damage, or any other danger is posed to the functioning ofRemairks’ systems or networks, or those of third parties, such as but not limited to excessiveemailing, (D)DoS attacks, poorly secured systems, or malware or other harmful softwareactivities, Remairk has the right to take any measures it reasonably deems necessary toprevent or minimize this danger.
Remairk has the right to suspend Services, remove materials, or block the use of Services ifthere is a breach of these terms and conditions, third-party rights, laws and regulations, or ifthere is excessive load on Remairks’ systems. If a court orders Remairk to disable the Servicesof the User, this order will be followed immediately. Remairk will inform the User as quicklyas possible in all cases.
Remairk may provide the name, address, and other identifying information of the User to athird party claiming that the User is infringing upon their rights, if there is no other, lessintrusive way for that third party to obtain the contact details of the User. Remairk will onlydo this if the validity of the complaint is reasonably plausible, the third party has a legitimateinterest in obtaining the information, and all legal requirements are met.
Remairk strives to handle complaints as reasonably, carefully, and adequately as possibleand is not liable for any damage resulting from the measures taken under this article.
The User is responsible for maintaining the confidentiality of their account credentials and forall conducted under their account.
Unauthorized sharing or resale of the Tool or its functionality is strictly prohibited.

Article 5 – Execution of the Assignment and Disclaimer of Warranty

Remairk shall perform the work under the assignment to the best of their knowledge,expertise, and ability, and in accordance with the standards of good workmanship. The Useracknowledge that the Service is not error-free.
The User uses the Services of Remairk it at their own risk and discretion. That means theService doesn’t come with any warranty. None expressed, none implied. The Service will becontinually developed and the User acknowledges that changes to functionality and layoutmay be caried out without advance notice. Remairk makes no warranties, expressed orimplied, with respect to the availability, merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, performance and quality of the Service. Remairk willfrom time to time have to carry out updates and maintenance of the Service, due to technical,security or operational reasons, during which time the Service might be unavailable. Remairkwill make reasonable efforts to arrange updates and maintenance outside of peak usagehours.
Remairk is not liable for any damage resulting from relying on incorrect and/or incompleteinformation provided by the User, unless we should have known about the inaccuracy orincompleteness of the information.
Any deadlines specified in the agreement for the delivery of Services are approximate andnot binding deadlines. Exceeding such a deadline does not constitute a culpable failure byRemairk and does not provide grounds for termination of the agreement.
Remairk reserves the right to use the Users’ name, the project, and the Services rendered asa reference or example for all commercial purposes, without any compensation to the User.Prior consent will be requested from the User for the use of their name.

Article 6 – Force Majeure

If we are unable to fulfill our obligations under the agreement, either partially, on time, orproperly, due to a cause that is not attributable to us, including but not limited to illness of Remairk, pandemics and epidemics, government measures, disruptions in the computer network or other technical failures, shortcomings of our suppliers or third parties engaged by Remairk, and other disruptions in the normal course of business within the contractor’s or the Users’ operations, those obligations will be suspended until we are able to fulfill them in the agreed-upon manner.
Force majeure, as defined in these general terms and conditions, refers to circumstances thatare not attributable to Remairk, and which do not fall under our responsibility according tolaw, legal acts, or prevailing societal standards. In addition to this legal and judicial definitionof force majeure, it also includes all external causes, whether foreseen or unforeseen, overwhich we has no control, but which prevent us from fulfilling our obligations.
If the period of force majeure lasts longer than 2 months or is of a permanent nature, eitherparty has the right to terminate the agreement immediately by written notice, without judicialintervention, and without either party being entitled to any compensation for damages.
If we have already partially fulfilled our obligations under the agreement or will be able tofulfill them when the force majeure occurs, we are entitled to separately invoice the portionof the agreement that has been or will be completed. The User is obligated to pay this invoiceas if it were a separate agreement.

Article 7 – Rates

Unless otherwise agreed in writing, we set our rate as displayed on our website.
Our rate does not include the costs of secretarial work and administrative fees.
Amounts are exclusive of VAT (BTW).
We are at all times entitled to adjust our rates. Changes will be announced via our website orvia e-mail.

Article 8 – Payment Terms and Inability to Pay

Payments are processes through Tool and Stripe.
Subscription fees are charged in advance, and the User authorizes us to automatically chargetheir selected payment method on a recurring basis.
Payment shall take place, subject to mandatory legal provisions, without deduction, setoff, orsuspension, for any reason whatsoever.
Objections to the amount of the invoice do not suspend the payment obligation.
If the payment fails, we may suspend the User access to the Tool until the payment has beenmade by the User.
Refunds are not provided except as required by law.
Without prejudice to the provisions in the other articles of these general terms andconditions, we have the right to terminate the agreement without further notice of defaultand without judicial intervention by written statement to the User at the time when the User:
- is declared bankrupt or a petition for bankruptcy has been filed;
- applies for (provisional) suspension of payments;
- is subject to execution of attachment;
- is placed under guardianship or trusteeship;
- otherwise loses the ability to dispose of or manage all or part of their assets.

Article 9 – Cancellation and Termination by the User

The User may cancel the subscription at any time via their account settings. Access to theTool will remain available until the end of the current billing period. After the subscription iscanceled and the billing period ends, the agreement between the Parties terminates.
The agreement between the parties ends upon the liquidation or dissolution of Remairk’sbusiness. Remairk’s heirs are not obliged to complete the work under the agreement, even ifthe business is continued in any way.

Article 10 – Suspension and Termination by Remairk

We have the right to suspend the performance of all our obligations, including grantingaccess to the Tool if:
a. the User fails to comply with the obligations under the agreement or fails to comply fully;
b. after the conclusion of the agreement, circumstances come to our attention that give good cause to fear that the User will not fulfill the obligations. If there is good reason to fear that the User will only partially or inadequately fulfill the obligations, suspension is only allowed to the extent that the shortcoming justifies it;
c. the User was requested to provide security for the fulfillment of its obligations under the agreement when the agreement was concluded, and such security is not provided or is insufficient.
We are also entitled to terminate the agreement if circumstances arise that make theperformance of the agreement impossible or, based on principles of reasonableness andfairness, it can no longer be reasonably required, or if other circumstances arise that make itunreasonable to expect the continued existence of the agreement without change.
If the agreement is terminated, our claims against the User become immediately due andpayable. If we suspend the performance of our obligations, it retains our rights under the lawand the agreement.
Termination takes place by written notice via registered mail, without judicial intervention.
We always retain the right to claim compensation but are not obliged to pay anycompensation to the User.

Article 11 – Complaints

The User must report any complaints regarding the offered services and products in writingto Remairk within two weeks of discovering the issue. The notice of default must contain asdetailed a description of the shortcoming as possible, so that we can respond adequately.
If a complaint is justified, we will perform the services as originally agreed, unless it hasbecome demonstrably futile. The User must notify us of this in writing.
If performing the agreed-upon services is no longer possible or meaningful, Remairk is liablefor any damages suffered by the User, within the limits of Article 13.

Article 12 – Liability

If the User demonstrates that they have incurred direct damage due to a attributableshortcoming related to the execution of an assignment by us, our liability for direct damageonly, subject to mandatory legal provisions, is limited to the payout made under the ourliability insurance for the relevant case.
If no payout is made under this liability insurance, our total liability shall not exceed theamount paid by the User for the Service during the last 12 months prior to the incident thatcauses the liability.
We are never liable for any damages including, without limitation, incidental andconsequential damages, loss of profits or business opportunities, damages resulting fromloss of data or loss of access to the Service, indirect, or consequential damage suffered by theUser or third parties, including but not limited to loss or lost profits, disruption in the normalcourse of business within the Users’ or third parties’ company, personal injury, or immaterialdamage.
We are never liable for any form of damage suffered by third parties. The User indemnifies usagainst all claims by third parties. If we are called to account by third parties, the User isobliged to assist the contractor both outside and in legal proceedings. All costs and damageson the side of Remairk and third parties will be at the Users’ expense and risk.
We are never liable for damage suffered by the User or third parties as a result of actions oromissions by assistants or third parties engaged by us, even if these are employed by anorganization affiliated with us, unless mandatory legal provisions regarding consumers apply.In such cases, the User should directly address the assistant or engaged third party.
We are never liable for:
- Failure to meet obligations contained in these terms and conditions by the User;
- Providing incorrect or incomplete data or information by the User to the contractor, orotherwise due to actions or omissions by the User;
- Failure to follow the contractor’s advice and/or instructions;
- Disappointing results;
We always have the right, if and to the extent possible, to reverse or limit the Users’ damageby rectifying or improving the assignment.
A claim for compensation must be submitted to us no later than 14 days after the Userdiscovers or could reasonably have discovered the damage, failing which the right tocompensation will expire. Contrary to the statutory limitation periods, a claim from the Useragainst us will expire 1 year after the date of purchase or the creation of the agreement.
If we make a mistake in performing the work that is noticeable to the User, the User mustnotify us immediately after discovering or being able to discover the mistake. If the User failsto report the mistake to us, we are not liable for the damage.
The limitations of liability in this article do not apply if the damage is due to intent or grossnegligence of us or our management, or if mandatory legal provisions for consumerscontradict this.
Any limitation or exclusion of liability in these general terms and conditions may also beinvoked by (sub)suppliers or assistants of Remairk against the User.

Article 13 – Intellectual Property

All intellectual property rights are held by Remairk and/or its suppliers.
The Tool provided by Remairk, including its software, content, and design, are exclusivelyintended for use by the User and may not be reproduced, disclosed, or made available tothird parties without the prior consent of Remairk, unless the nature of the materialsprovided indicates otherwise.
Users are granted a limited, non-exclusive, non-transferable license to use the Tool duringtheir subscription period.
Any use, reproduction, or disclosure of the works outside the scope of the usage rights in thisarticle is considered an infringement of the intellectual property of Remairk and/or oursuppliers. The User will owe an immediately payable fine of five thousand euros perinfringing act, plus five hundred euros for each day or part thereof that the infringementcontinues, without prejudice to Remairks’ right to claim damages or take other legal action toend the infringement.
The User fully indemnifies Remairk against all direct and indirect consequences (includingdamages and costs) of claims that third parties may bring against us.

Article 14 – Personal Data

The User has the right to inspect their personal data. If the overview provided by us containsinaccuracies, the User may request in writing that the data be corrected or (be) deleted. Datathat has been deleted cannot be restored, as no backup is available.
Our Privacy Policy provides detailed information on how we collect, process, and protectpersonal data.
Remairk has a duty of care to enter into a data processing agreement when its User processpersonal data via the systems of Remairk. It is the responsibility of the User to determine Remairk to act as a data processor. If applicable, the User must enter into an additional data processing agreement with us.
If the User fails to enter into a data processing agreement with Remairk but is required to doso under privacy legislation, this is entirely the responsibility of the User.
The User warrants that they will process personal data only in a fully lawful manner in andwith the use of the systems of Remairk.

Article 15 – Confidentiality and Privacy

Both Parties are obliged to keep confidential any information they have received for theassignment, unless they are required to disclose it due to laws and regulations or if disclosureis necessary during any dispute resolution. Information is considered confidential if indicatedby the other party or if it is evident from the (type of) information.
The data and information provided by the User to the contractor and collected by us will becarefully and confidentially stored.
We may only use the Users’ personal data for the purpose of providing services or handling acomplaint. We are not permitted to lend, rent, sell, or in any way disclose the Users’ personaldata.

Article 16 – Indemnity

The User agrees to indemnify, defend and hold harmless Remairk and its partners form all claims, liabilities and expenses (including reasonable attorney’s fees) that arise from the Users’ misuse of the Service in breach of the Terms or applicable laws. Remairk reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User. The User shall cooperate in good faith with Remairk in asserting any available defenses.

Article 17 – Digital Service Act

Remairk complies with the measures set out in EU Regulation 2022/2065 (Digital Service Act:DSA). Remairk reserves the right to remove any content that violates the DSA, applicable lawsand regulations, or these terms and conditions. If necessary, Remairk may take appropriateaction, including the suspension or termination of user accounts.
We will cooperate with the competent authorities as required by the applicable regulations and the DSA. This may include providing Remairk with information (including personal data)and assisting in investigations. Our contact point can be reached via the following emailaddress: support@remairk.com.
If a person or entity becomes aware of information and/or content on the services of Remairkthat they consider to be illegal, they may contact us. This can be done by sending anotification to the specified email address. The notification must meet the followingrequirements:
a. A detailed justification of the reasons why the person or entity believes that thespecific information is illegal;
b. An accurate description of the exact location of the information, such as specificURLs, and if necessary, additional data that enables Remairk to identify thealleged illegal content, depending on the type of content and the specific natureof the hosting service;
c. The name and email address of the person or entity submitting the notification, unless the information pertains to one of the offenses listed in Articles 3 to 7 of Directive 2011/93/EU;
d. A statement by the person or entity submitting the notification that they sincerelybelieve the provided information is accurate and complete.
Upon receiving a notification, Remairk will send an acknowledgment of receipt to thesubmitter without undue delay. If the notification meets the required criteria, we will informthe submitter of our decision and provide an explanation. Although Remairk is not obligatedto conduct a thorough legal investigation into the facts of the notification, Remairk will assessthe matter in accordance with the due diligence standards expected from a hosting provider.
If the submitter disagrees with the decision made by Remairk, they can contact us again viathe provided email address, clearly indicating why they disagree with the decision. We willreassess the request and notify the submitter of our final decision. Regardless of thisprocedure, the submitter retains the right to report alleged illegal content or activities to therelevant authorities to protect their rights.
In order to promote transparency and comply with the DSA requirements, we reserve theright to publish reports that provide insight into our content moderation procedures. Thesereports may contain information about the number and nature of removed content andsuspended or terminated user accounts.
We reserve the right to recover damages arising from violations of this article from the User.The User indemnifies Remairk against (i) any third-party claims regarding content ormaterials posted on the networks or systems of Remairk; (ii) any violation of applicable lawsand regulations by the User; and (iii) any breach of these terms and conditions.

Article 18 –Third-Party Terms

The Service may contain links or connections to third-party websites or services that are notowned, operated, or controlled by Remairk. By accessing such third-party websites orservices, the User acknowledges and accept the inherent risks involved and agree thatRemairk assumes no responsibility or liability for such risks.
In the event of a conflict between our terms and conditions and the terms of a third party,our terms shall prevail unless mandatory legal provisions dictate otherwise of the nature ofthe third-party terms clearly requires precedence.
Remairk is not liable for any modifications, restrictions, or termination of services by thirdparties, nor for any damages arising from compliance with third-party terms. The User isexpressly advised to review the applicable terms and conditions and privacy policies of anythird-party website or service before using them.
Remairk has no control over, and assumes no responsibility or liability for, the content,accuracy, security measures, privacy policies, practices, or opinions expressed on third-partywebsites or services that you access through the Services. Remairk is under no obligation, noris it able to, monitor, verify, censor, or modify the content of any third party website orservice. By using the Services, you irrevocably release and hold Remairk harmless from anyand all liability arising from your use of third-party websites or services.

Article 19 – Disputes

In the event of disputes arising from this agreement or related agreements, the Parties willfirst attempt to resolve the dispute, possibly with the help of Mediation according to the rulesof the Dutch Mediation Institute in Rotterdam, which apply at the start of the Mediation.
If it proves impossible to resolve such a dispute through Mediation, the dispute will be settledby the competent court.

Article 20 – Applicable Law

Dutch law applies to every assignment between the contractor and the User, even if the Userresides or is established abroad.
Only the court in the district where the contractor is established has jurisdiction to settledisputes.

For questions or concerns regarding these Terms or the Tool, please contact us at support@remairk.com.