General Terms & Conditions of Roamler Retail - Clients
Table of contents
Article 1. Definitions
Article 2. General
Article 3. Offers and conclusion of the Agreement
Article 4. Fee and prices
Article 5. Invoicing and payment
Article 6. Performance of Services and activities
Article 7. Force majeure
Article 8. Complaints
Article 9. Liability
Article 10. Prevention of injury or damage
Article 11. Non-competition and non-recruitment
Article 12. Intellectual property rights and Software
Article 13. Confidentiality
Article 14. Penalty clause
Article 15. Data protection
Article 16. Termination
Article 17. Notices
Article 18. Transferability of rights and obligations
Article 19. Final provisions
Article 1. Definitions
1.1. In these general terms, capitalized words shall have the meanings as defined below, unless the context unmistakably indicates otherwise.
Agreement: all agreements, including but not limited to Sub-Agreements, between Roamler and the Client regarding the provision of Services, as well as any Assignment issued by the Client to Roamler, as well as all (legal) acts related thereto;
App: Roamler’s mobile application;
Article: an article of these general terms and conditions;
Assignment: any assignment to perform installation and/or maintenance work and/or other work and/or services at the Client’s customers in accordance with the Agreement(s);
Client: a natural person or legal entity that enters into or has entered into an Assignment or Agreement with Roamler in order to have an Assignment performed;
Contractors: private individuals and independent professionals who accept Assignments though the App and the Site and perform Assignments for Roamler on behalf of the Client;
Data: any data provided or made available by Roamler to the Client under the Agreement, regardless of the form, medium or method of delivery. This includes, but is not limited to, photographs, responses, documents, texts, raw data, location data, monitors (syndicated data), as well as data provided via APIs, the App, or any other electronic or physical media, provided to Roamler by Contractors or generated by Roamler itself;
GDPR: the General Data Protection Regulation (EU) 2016/679;
Roamler: the Roamler-entity that has declared these general terms and conditions applicable;
Services: the (intermediary) services offered and/or performed by Roamler to the Client under an Agreement and/or on the basis of these general terms and conditions;
Site: Roamler’s website;
Software: all software (such as (programming) codes and (source and software) files) offered or (co-)delivered by Roamler to the Client under the Agreement, regardless of whether it has been adapted, set up, configured or extended for the benefit of the Client;
Sub-Agreement: an assignment agreement that describes in detail which activities Contractors will provide for customers of the Client and what the specific arrangement related to the Assignment are;
Subscription: an Agreement concluded between Roamler and the Client, under which Roamler agrees to periodically provide services and/or products to the Client during an agreed period, for a predetermined fee;
Written/In Writing: means in writing, by e-mail, via the App or via the Site.
1.2. Nouns, pronouns and verbs in the singular shall in these general terms and conditions be deemed to include the plural as well, and vice versa, always to the extent required by the context.
1.3. Words such as ‘including’, ‘comprising’, ‘among other things’ and ‘inter alia’ are used in these general terms and conditions to indicate that the enumeration to which they refer is not exhaustive.
1.4. The headings in these terms and conditions are inserted for readability only and are expressly not intended to affect the interpreta-tion of these general terms and conditions.
Article 2. General
2.1. These general terms and conditions apply to all legal relationships between Roamler and the Client, including but not limited to all requests, offers, Agreements and other legal acts relating to the provision of Services. Once these general terms and conditions apply to one such legal relationship, they also apply to any subsequent such legal relationship.
2.2. Deviations from, amendments and/or additions to these general terms and conditions or the Agreements shall only apply if and insofar as Roamler has expressly accepted them in Writing and shall only apply to the specific Agreement for which they have been agreed. In the event of a conflict between a Written provision in the Agreement and a provision in these general terms and condi-tions, the provision in the Agreement shall prevail.
2.3. Roamler is entitled at all times to unilaterally amend and revise the text of these general terms and conditions. Client is deemed to have accepted any amendment to these general terms and conditions as of the effective date determined by Roamler, unless the Client submits Written objections within seven (7) days after Roamler’s Written notification of the amendments.
2.4. Any general terms and conditions or industry conditions of the Client or any third party do not apply and are explicitly rejected by Roamler.
2.5. If any of the provisions of these general terms and conditions are null and void or are annulled, the remaining provisions of these general terms and conditions will remain fully applicable. In such case Roamler and the Client shall consult to agree on new provi-sions to replace the voided or annulled provisions, taking into account the purpose and intent scope of the original provision to the extent possible.
2.6. These general terms and conditions are listed on the Site. The version as stated at the time the Assignment was accepted is at all times the applicable version.
2.7. If these general terms and conditions have also been drawn up in a language other than Dutch, any (legal) terms used will be interpreted in accordance with their interpretation in the Dutch language.
2.8. In the event of any conflict between these general terms and conditions and any other more specific Written agreements between the Client and Roamler, the what has been agreed in that more specific agreement shall prevail.
Article 3. Offers and conclusion of the Agreement
3.1. All offers from Roamler, as well as the prices, services, terms and other conditions and/or modalities stated by Roamler are without obligation, unless explicitly stated otherwise. If it is explicitly stated that the offer is not without obligation but binding, the offer will expire after thirty (30) days after the offer date. The prices, services, terms and other conditions and/or modalities stated in an offer form a whole and cannot be claimed separately.
3.2. Assignments to perform work or services will be issued through a medium yet to be determined.
3.3. The description of a Assignment must be sufficiently detailed to enable a fair assessment of the proposal by the Client. For each Assignment, the Client may request that Contractors meet specific qualification requirements with regard to the Assignments. The Client may provide his own resources that are necessary for the proper execution of the Assignments.
3.4. Agreements, Sub-Agreements, offers and order confirmations between the Client and Roamler contain an exhaustive description of the Service. Deviating activities are only performed if explicitly stated.
3.5. Roamler is entitled at all times to break off negotiations without providing reasons and without being liable for any damage potentially caused thereby or being obliged to continue negotiations.
3.6. An Agreement or Sub-Agreement between Roamler and the Client is concluded only after Roamler has confirmed it in Writing through a signed or electronic order confirmation, regardless of whether it is signed by the Client.
3.7. In the event of a conflict between the – by the Client intended – Assignment and Roamler’s Written confirmation, the Client shall be bound by Roamler’s Written confirmation, unless the Client notifies Roamler in Writing no later than five (5) days after the date of the Assignment confirmation that it is not in accordance with the Assignment and proves that this was known to Roamler.
3.8. Roamler preserves the rights to refuse Assignments.
Article 4. Fee and prices
4.1. The prices, fees and rates quoted by Roamler or agreed upon with Roamler are net amounts in euros and are exclusive of value-added tax (VAT) and other taxes or levies imposed or charged.
4.2. The annual charged (Subscription)fee for the provided Services does not include the costs made by Roamler for repairing defects caused by improper or irresponsible use, intent or gross negligence of the Client or third parties, or those caused by force majeure.
4.3. Activities and Services that are not specified in the offer are not covered by the Agreement and may result in an increase in price. Any changes to agreed work that result in additional costs will be charged as additional work.
4.4. If, after the conclusion of the Agreement, but before the Service is (fully) completed, prices or rates change as a result of an increase in cost factors (such as wages, taxes and/or levies), Roamler is entitled to adjust the agreed prices and rates accordingly.
4.5. From the start of the second contract year (i.e. one year after the commencement date of the Agreement with the Client), Roamler is entitled to unilaterally implement interim price increases on the prices, fees and rates mentioned in Article 4.1. This annual increase shall be 4%, unless the increase in the Consumer Price Index (CPI) is higher, in which case the prices, fees or rates may be adjusted by the higher CPI percentage. The CPI is published annually by Statistics Netherlands (CBS). Any price increases, other than for Subscriptions, shall be communicated in Written form to the Client at least three months in advance. No prior Written notification is required for Subscription price increases.
Article 5. Invoicing and payment
5.1. Unless agreed otherwise in Writing, invoicing takes place after the signing of the Agreement. Subscriptions for the Services are invoiced on an annual basis, per calendar year in advance.
5.2. Payment of invoices by Client must take place within thirty (30) days of the invoice date in accordance with the method indicated on the invoice, unless agreed otherwise. A payment term is a strict deadline. If payment is not made on time, Roamler will no longer provide the Services and you will be deprived of access to the Software.
5.3. Roamler is entitled to demand advance payment of an invoice amount or any other financial security at any time and is entitled to suspend its obligations under the Agreement until the required security has been provided by the Client.
5.4. All payments must be made without any deduction, discount or set-off. The Client is not entitled to suspend payment obligations.
5.5. As soon as the payment term has expired, the Client owes Roamler on the principal amount due including VAT: (i) the statutory commercial interest, (ii) a compensation of the extrajudical (collection) costs, which amounts to at least 15% of the principal sum due including VAT, with a minimum of € 250,00 and (iii) a compensation of the legal costs reasonably incurred, including costs for advisors, lawyers and external experts. This is without prejudice to any other statutory and contractual rights of Roamler.
5.6. If the Client’s financial position changes during the performance of the Agreement, Roamler has the right to partially or fully refrain from further performance of the Agreement or to change the payment conditions.
5.7. Irrespective of the agreed payment term, an invoiced price or fee shall be immediately due and payable if a circumstance as mentioned in Article 16.4 occurs.
Article 6. Performance of Services and activities
6.1. Roamler performs its services and activities to the best of its knowledge and ability. This involves a best-efforts obligation on the part of Roamler.
6.2. Roamler is entitled to engage third parties, such as Contractors, in the performance of the Agreement. The Client is aware and acknowledges that Roamler offers specific Services and/or activities related to the Assignment in the App and/or Site, which are performed by Contractors on behalf of the Client. Roamler determines by which persons the Assignment will be performed.
6.3. The Assignments offered by Roamler in the App are performed by Contractors on behalf of the Client. To participate in Roamler’s Assignments, a Contractor must be at least 18 years old and meet the additional requirements to be determined by Roamler. Within that context, the Contractor provides Roamler with information. With regard to this information, the Contractor declares that it is true and accurate. For security reasons, Roamler carries out an online verification of this information. However, an identity verifica-tion (ID verification) by Roamler will not take place. Despite the online check, Roamler cannot be held responsible for the accuracy of the identity of the engaged Contractor.
6.4. Contractors will carry out the activities described in the instructions with regard to the Assignment independently and at their own discretion, without the direction or supervision of the Client or Roamler. Contractor is responsible for the correct and complete performance of specific Services and/or work related to the Assignment. However, the Client is entitled to give directions or instruc-tions concerning the result of the Assignment.
6.5. At the request of the Client, any information and documents made available by Roamler will be returned after performing the Agreement.
6.6. The Client shall always timely provide all useful and necessary (Written) information and other assistance for the correct and timely execution of the Agreement by Roamler. The Client guarantees the correctness, completeness and reliability of the information made available by the Client, even if this originates from third parties. If the information required for the performance of the Agree-ment is not made available in time, correctly, completely or in accordance with the agreements to Roamler, or if the Client does not fulfil his obligations in any other way, Roamler has the right to suspend the performance of the Agreement and charge the resulting costs in accordance with its usual rates.
6.7. Roamler cannot be held liable for damage caused by the fact that Roamler relied on incorrect and/or incomplete data and infor-mation provided by the Client.
6.8. If the commencement or progress of the work is delayed due to circumstances that are at the risk of the Client, the Client must compensate Roamler for any resulting damage if it can be attributed to the Client.
6.9. The Client is not allowed to use the Services, Software and/or (the results of) the Data for any other purpose than for which they are intended and as described in the offer, the order confirmation, the Agreement and/or these general terms and conditions. Unless otherwise agreed in Writing, the Services, Software and/or (the results of) the Data may only be used for generating customers or leads, marketing or sales research, planning shop locations and enriching or cleaning up your own data.
6.10. Roamler cannot guarantee the quality of the Data and data processing results of the Services and is not liable for the consequences of the use of Data and data processing results or for decisions taken on the basis of those results.
6.11. Roamler in no way guarantees that the Services will meet the Client’s purposes or that the Services will not be interrupted or error-free. Roamler will make every effort to repair errors in the underlying Software within a reasonable term if it concerns Software developed by Roamler and if the Client has provided Roamler with a detailed, Written description of the errors and bugs. There is no (result) obligation for Roamler to update the Software and/or to repair any errors or bugs in the Software. If updates become available for the Software, Roamler will make them available to the Client. Roamler is entitled to delay error correction until a new version of the Software is released and to attach conditions to the eligibility for an update. Roamler is not responsible for fixing errors or bugs in Software which it did not develop.
6.12. Roamler is permitted to temporarily suspend all components of the Service for preventive, corrective or adaptive maintenance and/or updates. Roamler shall make reasonable efforts to ensure that the duration of the Service downtime is no longer than necessary and will, as far as possible, schedule maintenance and updates during times when the Service is least intensively used. In the event of interruptions or errors, Roamler will make every effort to apply (temporary) solutions, program bypasses or problem-avoiding restrictions in the Software, but cannot guarantee that it will succeed in doing so.
6.13. For optimal performance of the Services, Roamler applies standards for the Client’s hardware and software. Upon request by Roamler, the Client will provide information about relevant data concerning used hardware and/or software (e.g. latest supported software versions such as IOS version on iPads). The Client is responsible for obtaining and maintaining the hardware, other equipment and additional services, including a proper internet connection and modern web browser, required to connect to, access or otherwise use the Services.
6.14. The Client is obligated to take technical and organisational measures to protect the equipment, IT-infrastructure, data and data communication connections against, among other things, viruses, malware and similar threats. The Client must furthermore not attempt to undermine the security and functioning of Roamler’s systems.
6.15. Roamler has the right to monitor the Client’s use of the Data and/or Services. If Roamler discovers and proves that the use by the Client, without Roamler’s consent, is in violation of these general terms and conditions or the Agreement, Roamler is entitled to take appropriate measures. These measures may include retroactively charging costs for the use that is in violation of the general terms and conditions and/or Agreement, and/or (partially) terminating the Agreement.
Article 7. Force majeure
7.1. Roamler is not obliged to comply with any obligation during the period in which it is prevented from fulfilling (the preparation of) its obligations due to force majeure (as defined in article 75 of Book 6 of the Dutch Civil Code). Any agreed deadline will be extended by this period. For the purposes of this provision, force majeure includes, but is not limited to the following: (i) defects in goods, equipment, software or materials of third parties which Roamler uses, (ii) any failure by third parties engaged by Roamler, including Contractors, (iii) fire at one of Roamler’s locations, (iv) government measures, (v) outbreak of an epidemic or pandemic, (vi) strike, (vii) war, (viii) electricity failures, (ix) internet failures or defects, (x) hacking attacks, ransomware attacks and/or DDOS attacks, and (xi) any other circumstances beyond Roamler’s control that prevent Roamler from fulfilling its obligation, regardless of whether they were foreseeable at the time of the conclusion of the Agreement.
7.2. In the event of force majeure, both Roamler and the Client are entitled to terminate the Agreement in whole or in part, without judicial intervention, if the force majeure situation persists for a period of three (3) consecutive months (or if Roamler reasonably expects that the delay will extend over a period of three (3) consecutive months), without either Roamler or the Client being liable to pay any compensation for damages whatsoever.
7.3. If Roamler has already partially fulfilled its obligations when the force majeure occurs, or can only partially fulfil its obligations, it is entitled to invoice the already completed or executable part separately.
Article 8. Complaints
8.1. The Client can no longer invoke a defect in the provided Service if they have not filed a Written complaint with Roamler within seven (7) days after discovering the defect or after they reasonably should have discovered the defect.
8.2. Complaints do not suspend the Client’s (payment) obligations under the Agreement.
Article 9. Liability
9.1. Roamler excludes all liability for direct damage and/or indirect damage (including, in any case, consequential damage, business damage, loss of income and/or profit, loss of working hours, missed savings, reduced goodwill, reputational damage, loss of data and damage due to business stagnation) caused by Roamler, its subordinates, the (auxiliary) persons engaged by it and/or activities performed by a Contractor, unless the damage is the result of intent or conscious recklessness on the part of Roamler.
9.2. Roamler shall never be liable for any damage of any nature or extent suffered by the Client due to a Contractor engaged by Roamler, unless the damage can be attributed to Roamler.
9.3. In the event that Roamler’s liability cannot be excluded, the total liability shall, in any case (cumulatively), be limited to once the amount paid for the invoice (excluding VAT) for the project or the Assignment from which the liability arises, or at least in connection with which the liability has occurred. If this amount is higher than the amount paid out by Roamler’s liability insurer with respect to the claim (increased by the excess to be borne by Roamler), Roamler’s damages shall in any case be limited to the amount of that payment, but in any case to a maximum of € 25.000.
9.4. Any claim for damages by the Client must be submitted in Writing by the Client to Roamler within fourteen (14) days after the date of the event underlying the claim. Damage that has not been reported to Roamler within that period is not eligible for compensation, unless the Client can demonstrate that the damage could not reasonably be reported earlier.
9.5. The limitations of liability in this Article 9 apply per contracting party and per claim, on the understanding that a contracting party can only claim damage once regardless of the number of underlying (data) users and that a series of related damage-causing events counts as one event, or one claim. Roamler will never be obliged to pay the same damage twice.
9.6. The Client indemnifies Roamler for claims by one or more third parties and/or liabilities towards one or more third parties, which arose from and/or are connected with (the execution of) the Agreement, regardless of by whom the damage was caused or inflicted, with the exception of the damage which is the result of intent or conscious recklessness on Roamler’s side.
9.7. The Client shall ensure adequate (liability) insurance in respect of the execution risk as referred to in this Article 9.
Article 10. Prevention of injury or damage
10.1. The Client is obliged to behave towards Roamler, its subordinates and the Contractors with regard to the performance of the Agreement, and in particular the performance of the Assignments, in the same careful manner as it is obliged to behave towards its own employees.
10.2. The Client is obliged to equip and maintain its locations and its (auxiliary) resources where or with which Roamler or Contractors perform work for the Client in such a way, as well as to take reasonable measures and provide instructions to ensure that Roamler and Contractors can perform the work properly and that they, their employees or (auxiliary) persons engaged by them are prevented from suffering injury and/or damage, including damage caused by delay.
10.3. In the event of a breach of the provisions of this Article 10, the Client shall be liable to Roamler, its subordinates and/or any (auxiliary) persons engaged by the Client for any injury they may suffer and/or the damage they may incur as a result.
Article 11. Non-competition and non-recruitment
11.1. As long as the Agreement is in force and for one (1) year after the termination of the Agreement, the Client is not allowed to employ or otherwise engage Roamler’s subordinates or Contractors to perform any work.
11.2. As long as the Agreement is in force and for one (1) year after the termination of the Agreement, the Client is not allowed to directly approach and/or induce Roamler’s subordinates or Contractors to terminate, discontinue and/or (in a negative sense) change their relationship with Roamler, except with prior Written consent from Roamler.
Article 12. Intellectual property rights and Software
12.1. Unless explicitly agreed otherwise, the intellectual and/or industrial property rights to the Services, the Software and everything Roamler provides to the Client – including but not limited to drawings, images, calculations, designs, processes, models and/or source files – are vested in Roamler, regardless of whether it concerns a (custom-made) good made by Roamler that is manufac-tured or assembled according to the specifications provided by the Client.
12.2. All intellectual property rights to the Client’s Data shall remain vested in the Client. The Client indemnifies Roamler against all claims of third parties with regard to a possible infringement of intellectual property rights of third parties on account of the Client’s Data. By entering into the Agreement, the Client agrees that Roamler may (re)use and modify the Data supplied by Contractors for (internal) analyses and/or its customers.
12.3. If intellectual property rights arise in the performance of the Agreement between Roamler and the Client, these shall belong to Roamler. To the extent that such intellectual property rights are by law vested in the Client, the Client shall transfer these intellectual property rights to Roamler in advance by entering into the Agreement and the Client shall, to the extent necessary, provide all required cooperation for this transfer.
12.4. The Client is not permitted to use, remove or change any indication concerning intellectual or industrial property rights – including copyrights, logos, brands and trade names – or other distinguishing marks of Roamler without prior Written consent from Roamler, including any such indications present on, in or with the Software.
12.5. If Roamler grants the Client a right to use its intellectual property rights (including the Software), it shall always be on the basis of a (i) non-exclusive, (ii) non-(sub)licensable, (iii) non-transferable, and (iv) revocable licence for personal use, limited to the agreed-upon application and location for which the Agreement was entered into.
12.6. With regard to Roamler’s intellectual property rights, know-how and Software, the Client is not permitted, without Roamler’s prior Written consent, to:
a. (in)directly reverse engineer, decompile, reproduce, disassemble or otherwise attempt to discover or decipher the source code, object code or underlying structure, ideas or algorithms; or
b. copy, create, expand, modify, translate, scrape, disclose, promote, integrate, licence, rent, lease, sell, distribute, transmit, stream, pledge, assign, transfer, combine or otherwise use.
12.7. The licence as referred to in Article 12.5 only takes effect when the Client has complied with all its obligations under the Agreement and has fulfilled any other conditions set by Roamler. In the absence of a duration agreed in Writing of this licence, the duration is in any case limited to the duration of the Agreement, or to the duration in which the Client purchases Services from Roamler. A licence granted by Roamler may be terminated at any time with immediate effect, without Roamler being liable to pay any form of compensation to the Client.
Article 13. Confidentiality
13.1. All non-publicly accessible information exchanged between Roamler and the Client, including but not limited to information regard-ing the parties’ business processes and the Services (including all provided documentation, manuals, technical information, source files and data products) shall be regarded as confidential information.
13.2. All access or identification codes and user credentials provided by Roamler to the Client may only be disclosed by the Client to its authorized employees and may not be shared with third parties. Roamler reserves the right to change these access or identification codes and user credentials. The Client is responsible for managing the authorisations, including issuing and revoking issued access and identification codes if necessary.
13.3. Except with the prior Written consent of the other party, Roamler and the Client shall not disclose confidential information to third parties and shall only disclose it to its employees to the extent that this is necessary for the execution of the agreed performance and the same confidentiality obligations are stipulated from them.
13.4. Neither Roamler nor the Client are permitted to make any public references to the other party without the prior Wrtten consent of the other party, regardless of the form in which this is done, be it in press releases, sales literature, promotional material, adver-tisements or otherwise.
Article 14. Penalty clause
14.1. In the event that the Client breaches any of its obligations under Article 11, Article 12 and/or Article 13 of this Agreement, the Client shall, without any notice of default being required, forfeit to Roamler an immediately due and payable penalty of € 50.000 per breach, and in case of lasting breaches, an additional penalty of € 1.000 for each day that such breach continues, without prejudice to Roamler’s right to claim full compensation for damages, including interest and costs. A fine paid or due shall not be deducted from any damages with interests and costs. This Article 14 explicitly deviates from the provisions of article 92(2) of Book 6 of the Dutch Civil Code.
Article 15. Data protection
15.1. With regard to the (personal) data provided by the parties to each other, Roamler and the Client are obliged to comply with the laws and regulations concerning the protection of privacy and personal data, including but not limited to the GDPR, the General Data Protection Regulation Implementation Act and the other applicable laws and regulations in that area. To the extent required under the GDPR, the parties will enter into a data processing agreement.
15.2. The processing of personal data by Roamler takes place in accordance with its privacy statement, which can be consulted through the Site.
15.3. Roamler and the Client shall inform each other immediately, but at the latest within three (3) working days, if:
a. one of the parties receives an investigation, a summons or a request for inspection or control from a competent authority with regard to the processing of (personal) data, unless the party is prohibited by law from making such a disclosure;
b. one of the parties intends to provide (personal) data to a competent authority; or
c. one of the parties discovers or reasonably suspects that a data leak or security incident has occurred with regard to personal data provided by the Client.
15.4. The Client guarantees that all data it shares with Roamler comply with all requirements set by the GDPR and other relevant laws and regulations, and that all data have been obtained with the consent of its customer(s) (and if applicable other entitled parties). Roamler shall not be liable for any claims from third parties in this regard, and the Client shall indemnify Roamler against any administrative sanctions, recovery sanctions and punitive sanctions imposed on Roamler in the context of processing activities carried out by the Client in the performance of the Agreement.
15.5. Roamler collects the data, details, final results and/or (personal) data relating to the Agreement. By entering into the Agreement, the Client grants Roamler permission to use the collected data and anonymised (personal) data for commercial purposes. Roamler reserves the right to provide those anonymous (personal) data to third parties, such as for benchmarking purposes, as a business case or, for example, for use in presentations for potential new customers. Individual (personal) data of the Client’s customers will never be disclosed by Roamler to third parties, unless explicitly consented by the Client or unless Roamler is obliged to do so on the basis of a summons, the law or a (court) order.
Article 16. Termination
16.1. Insofar as the Agreement has been entered into for a fixed period, it cannot be terminated prematurely and shall terminate by operation of law upon the expiry of the term of the Agreement, subject to the provisions of Article 16.4 below.
16.2. Insofar as the Agreement has been entered into for an indefinite term until the completion of the Assignment, it cannot be terminated prematurely and shall terminate by operation of law when Roamler completes the Assignment, subject to the provisions of Article 16.4 below.
16.3. The Client is not entitled to terminate the Sub-Agreement at any time. The Client may therefore only terminate the Sub-Agreement (prematurely) to the extent and as expressly stated in the Agreement and/or these general terms and conditions. If the Client nevertheless terminates a Sub-Agreement (prematurely), then the Client shall owe Roamler an immediately due and payable com-pensation as if the Assignment had been continued under the conditions laid down in the Agreement.
16.4. The Agreement may be terminated by Roamler, without any obligation to undo and/or compensate for costs or damages, by means of a Written declaration to the Client with immediate effect in the event that:
a. The Client fails to fulfil a material obligation under the Agreement, or fails to do so in a timely or proper manner, and fails to remedy such failure within fourteen (14) days after a Written notice of default;
b. The Client files for bankruptcy or is declared bankrupt or if a comparable insolvency procedure becomes applicable to the Client;
c. The Client applies for or obtains (provisional) suspension of payment or if a comparable insolvency procedure becomes appli-cable to the Client;
d. The Client is declared subject to the debt restructuring scheme under the Dutch Natural Persons Debt Rescheduling Act;
e. The Client offers a (whether or not non-judicial) (forced) composition to creditors;
f. An attachment is levied on a material part of the Client’s goods, which is not lifted within 14 days of the attachment;
g. The Client is placed under curatorship or administration;
h. The Client fails to fulfil its obligations under the Agreement;
i. The Client is dissolved;
j. The Client passes away;
k. The direct or indirect control (within the meaning of the SER Merger Code 2015) over (the activities of) the Client changes;
l. Other circumstances come to Roamler’s knowledge after the conclusion of the Agreement which gives Roamler good reason to fear that the Client will not fulfil its obligations, all this without prejudice to Roamler’s right to claim (additional) damages from the Client and without prejudice to the Client’s obligation to pay Roamler the compensation due for the work already performed.
Article 17. Notices
17.1. Unless stated otherwise, all notices regarding the (performance of the) Agreement must be given in Writing.
17.2. Claims for performance and notices of default must be made by registered letter, expressly stating what is required of Roamler and within what period.
17.3. The provisions of the preceding paragraph also apply to the setting of any other deadline and the invocation of termination of the Agreement. A request for termination must clearly state the grounds for such termination.
Article 18. Transferability of rights and obligations
18.1. The Client cannot assign claims against Roamler, for any reason whatsoever, to a third party. This provision has effect under property law within the meaning of article 83(2) of Book 3 of the Dutch Civil Code.
18.2. The Client is not permitted to transfer its legal position or any obligation under the Agreement and/or these general terms and conditions to a third party without the prior Written consent of Roamler.
Article 19. Final provisions
19.1. By using our Services, you agree to receive electronic communications relating thereto and other communications such as news-letters, special offers, promotional announcements and customer surveys.
19.2. Insofar as these general terms and conditions do not state otherwise, all rights of action of the Client against Roamler shall in any case expire one (1) year after the day on which the right of action arose, unless the claim(s) are brought before the competent court within this period.
19.3. All legal relationships between Roamler and the Client shall be governed exclusively by Dutch Law.
19.4. All disputes arising from relations between Roamler and the Client governed by these general terms and conditions shall be sub-mitted exclusively to the jurisdiction of the Dutch court, in particular to the competent court of the District Court of Amsterdam.
19.5. Questions and complaints regarding these general terms and conditions may be sent by e-mail to legal@roamler.com.