Terms and Conditions

GENERAL TERMS AND CONDITIONS DTG BV

 

These General Terms and Conditions apply to all services rendered by DTG BV and have been registered in the trade register of the Chamber of Commerce (The Netherlands) under number 27198207. 

 

Article 1    Definitions

In these General Terms and Conditions the following capitalized words and phrases shall be defined as follows:

1.1   General Terms and Conditions: these general terms and conditions, irrespective of the manner in which they are presented;

1.2   Content: any and all texts, images, Questionnaires and other materials originating from DTG used within the scope of the Service;

1.3   Service(s): all work and activities undertaken by DTG that are subject to the Agreement, including the provision of a Client Review System, Review Tool and Questionnaires;

1.4   Questionnaire: the list of questions composed by DTG in the Client Review System, on the basis of which End Users may offer a Review;

1.5   Terms of Use: the conditions applicable to the use of the Review Tool by the End User, as published on the DTG website;

1.6   Intellectual Property Rights: all intellectual property rights and further rights related thereto, including copyrights, brand rights, trade name rights, database rights and knowhow rights;

1.7   Complaints Procedure: the procedure, as published on the DTG website, by which DTG will handle complaints from Clients and End Users regarding Reviews;

1.8   Client Review System: the environment that provides Client access to the Questionnaires, Reviews and the Review Tools;

1.9   End User: an end user of Client who has received a product or service from Client;

1.10 DTG BV, registered at Herikerbergweg 88, Amsterdam, the Netherlands;

1.11 Client: the legal person or the natural person who acts in the capacity of a profession or company with whom DTG has entered into an Agreement;

1.12 Agreement: the agreement between Client and DTG which serves as the basis for the rendering of the Service by DTG to Client;

1.13 Review Tool: the software developed by DTG by means of which the End User can fill out the Questionnaire and subsequently leave behind a Review;

1.14 Review: an assessment of Client entered into the Review Tool by the End User;

1.15 Website: the website of Client.

 

Article 2    Applicability of the General Terms and Conditions

2.1   The General Terms and Conditions are applicable to and constitute a part of all offers, quotes, agreements and other legal acts regarding the delivery of Services by DTG to Client. This is irrespective of the form taken by these General Terms and Conditions.

2.2   DTG expressly denies and reject the applicability of any general terms and conditions of the Client.

2.3   Deviations from the General Terms and Conditions shall be valid only where these are agreed to in writing by DTG and the Client.

2.4   DTG is entitled to amend the General Terms and Conditions. Any changes shall be made known to the Client by means of the DTG website or in another manner. Should Client refuse to accept the amendment, Client may terminate the Agreement in writing as of the date on which the amendment comes into effect.

 

Article 3    Establishment Agreement

3.1   All offers and quotes from DTG are non-binding and revocable and shall be valid only as an invitation to Client to place an order, unless stated otherwise by DTG in writing.

3.2   An Agreement will enter into force at the moment DTG accepts and confirms an order of Client for the rendering of the Service or, if this takes place at an earlier point in time, from the moment that DTG first undertakes to execute the Assignment. All orders placed by Client are binding and irrevocable.

 

Article 4    Fees and Payment

4.1   For the use of the Service(s), Client will pay the prices and rates stated in the Agreement. All fees prices and rates are exclusive VAT and stated Euro’s.

4.2   DTG is authorized to request prepayment of a fee at all times.

4.3   The invoices will always be based on the accounts of DTG.

4.4   Invoices must be paid by Client within 10 days of the invoice date, unless stated otherwise in the Agreement.

4.5   Should the Client fail to pay any invoice from DTG within the specified payment term, he shall automatically be held in default, without the requirement for DTG to provide notice of such default or a demand for payment. From that date, the Client shall owe interest over the invoice amount, to the effect of 1% per month, where any portion of a month shall be calculated as a full month.

4.6   Should the Client remain in default of payment of the outstanding amount and the corresponding statutory interest after having been placed in default of payment, DTG may refer the debt for collection. In this event, the Client is expressly obligated to fulfil not only the original invoice amount and the statutory interest, but also all legal and extrajudicial costs. Extrajudicial costs shall amount to at least 15% of the original invoice amount, to a minimum of € 250.-.

4.7   Client is not authorized to lay claim to suspension of payment, or to settle or deduct the invoice amount against other amounts outstanding by DTG.

 

Article 5    Term of the Agreement and Termination

5.1   Unless expressly agreed otherwise, all Agreements have an initial duration of three (3) years. The Agreement shall subsequently be extended automatically for the duration of one (1) year, unless the Agreement is terminated in writing by one or both parties, no later than one (1) calendar month before the extension term shall take effect.

5.2   DTG may suspend the execution of the Agreement in whole or in part in the event that the Client fails to fulfil his obligations pursuant to the Agreement, or in the event that DTG has reasonable grounds to assume that Client shall not be able to fulfil his (payment) obligations, without prejudice to any other rights DTG may lay claim to. As soon as Client does comply with the Agreement and/or provides sufficient security for the fulfilment of his obligations, DTG shall rescind the suspension.

5.3   Each party may terminate the Agreement, in whole or in part, in writing by means of a registered letter, with immediate effect and without the requirement for any legal intervention in the event that the other party fails to fulfil his obligations pursuant to the Agreement, unless such breach, due to its specific nature or limited consequences, does not justify the termination and the consequences of termination. Should the impediment for fulfilment be temporary and non-permanent, termination of the Agreement may take place only when the debtor is in default.

5.4   Without prejudice to all other rights, parties are authorized to immediately terminate the Agreement, in whole or in part, without legal intervention and without issuing a notice of default, in the event that the other party:

•    has filed for suspension of debt payment obligations or has been granted such;

•    has filed a petition for bankruptcy or has been declared bankrupt.

5.5   Termination, suspension or rescission of the Agreement does not release Client of his payment obligations with respect to Services already rendered by DTG. Amounts invoiced by DTG prior to the termination for any performed activities or delivered services related to the execution of the Agreement shall become due immediately upon termination.

5.6   The stipulations and provisions that by their nature are designed to remain valid after termination of the Agreement, shall remain in force after termination.

 

Article 6    Performance of Services and User Rights

6.1   In its performance of the Services, DTG shall take all precautions that may be reasonably expected. It shall use its best efforts to render Services in accordance with the agreed specifications and within the agreed time frame. 

6.2   During the term of this Agreement DTG shall grant Client a limited, non-exclusive and non-transferrable right to use the Client Review System and the Services, exclusively for his own use and in accordance with the Agreement and these General Terms and Conditions.

6.3   DTG shall provide the Client Review System online, at a distance, as a (SaaS) service.

6.4   Client may use the Client Review System to (i) manage the (personalized) setup of his Questionnaire, (ii) send emails to his End Users inviting them to use the Review Tool, and (iii) post Reviews on his website.

6.5   DTG shall will use its best effort to make the Review Tool (including the Questionnaire as approved by Client) available to End Users. For the use of the Review Tool and for the posting of a Review, End User will enter into an agreement with DTG. End Users’ Reviews will be stored in the Review Tool.

6.6   During the term of the Agreement DTG will ensure that Client has access to the Reviews in the Review Tool via the Client Review System. Client may use the Client Review System to publish the Reviews on his Website in a standard format (widget) or in a customized look and feel. Within the scope of the previous, DTG shall grant Client a non-exclusive and non-transferrable right to publish the Reviews on his Website, for his own use and in accordance with this Agreement. Client is not authorized to modify the Reviews.

6.7   In the event that Client considers a specific Review contradictory to the Terms of Use, he may lodge a written request with DTG to remove the Review. The complaint shall be handled by DTG in accordance with the Complaint Procedure.

6.8   Unless agreed otherwise in writing, DTG is authorized (but not obligated) to publish, or have published, the Reviews on the DTG website and in search engines and/or websites of partners of DTG. These partners are published on the DTG website. DTG ensures that End Users shall agree with the use and disclosing of their Reviews in these search engines and websites.

6.9   For the rendering of the Services, DTG is entitled to subcontract its performance under the Agreement to third parties. DTG is furthermore authorized to transfer or assign to a third party all its rights and obligations under the Agreement in the event of a transfer of its enterprise.

 

Article 7     Use of Client Review System by Client

7.1   Client shall be given, at a distance, access to the Client Review System and consequently the Service by means of a password and user name. The password and user name must be kept safe and Client shall take the utmost care with these user names, passwords and other matters pertaining to security.

7.2   Client is fully liable for all use that is made of the Service by means of his password and user name, and indemnifies DTG from all costs and claims from third parties related to such use.

7.3   Should Client suspect that third parties have acquired knowledge of the user names and passwords or otherwise abuse his account, he must notify DTG immediately in writing. DTG is authorized to modify the user names and passwords at all times should this be in the interest of the operation of the Service, the protection of the Client Review System and the data of its clients.

 

Article 8    Maintenance and Support

8.1   During office hours (between 9:00am and 5:00pm on weekdays) DTG shall provide Client online and telephone support services with respect to the use of the Client Review System. DTG shall endeavour to answer questions in a timely and adequate manner. Client shall ensure that the employees that ask DTG for such support are sufficiently qualified.

8.2   DTG is authorized to (temporarily) suspend or restrict the use of the Service (including the Client Review System) where it deems this necessary, for example within the scope of the regular or required maintenance of the Client Review System or another component of the Service. DTG will put forth its best efforts to limit the impact for Client of suspension or restriction. For example, where possible, planned maintenance shall take place outside of office hours, service suspension will be as brief as possible and, where possible, Client shall be notified of any restrictions in a timely manner.

8.3   DTG is authorized, without prior notification, to make procedural and technical improvements to the Service and/or the access code. Should, to the opinion of DTG, the modifications and/or improvements have a significant negative effect on the accessibility and/or performance of the Service, DTG shall inform Client of the implementation of the modifications and/or improvement in a sufficiently timely manner.

8.4   DTG shall endeavour to remedy any errors in the Service, including the Client Review System, within a reasonable time frame. However, DTG is authorized to delay such remedies until a new update or upgrade of the software is made available. DTG is furthermore authorized to implement temporary solutions, programme bypasses or problem-evading restrictions in the software.

   

Article 9    Obligations Client

9.1   Client shall cooperate with the performance of the Agreement. Client is obligated to provide all data, information, documentation and authorizations required by DTG to properly conduct the Services in a timely fashion and in the manner requested. In the event of modification to this data, Client shall inform DTG of such fact forthwith.

9.2   Client guarantees that the information specified in 9.1 is accurate and complete, and that the use of this information by DTG is not in violation of any (third party) rights. Client indemnifies DTG fully for all costs and damages (including damages as a result of third party claims) that may arise in any manner related to the use of this information by DTG.

9.3   Client may only use the Service for his own purposes. He may not make the Service available to others, nor use it to any other (commercial) advantage. Client is furthermore not authorized to transfer his rights or obligations pursuant to the Agreement to third parties, unless DTG has granted express prior written permission thereto.

9.4   Client is responsible for sourcing and maintaining secure and reliable (telecommunication) capabilities, hardware and software by means of which the Client Review System may be accessed and used.

9.5   Client shall heed precisely the instructions provided by DTG concerning measures to prevent and limit malfunctions, calamities, mutilation or loss of data, and take stock of the risks for his own organisation, and where necessary, take all required precautions within the own organisation.

 

Article 10    End User and Personal Data

10.1 Client may use the Client Review System in order to send his End Users and email with a link to the Review Tool. Client shall hold full responsibility for the correct management of all corresponding personal data (email addresses). He ensures that the use and management of this personal data is permitted, meets the demands of the Dutch Data Protection Act and Telecommunications Act, and is in no other manner a violation of the applicable law and regulation. Within this scope, DTG shall act solely as processor (‘bewerker’). Client indemnifies DTG of all costs and damages (including damages as a result of claims by End Users) that, in any manner, results from or relates to his processing of the personal data within the Service.

10.2 Through the Review Tool, DTG processes personal data of End Users. DTG ensures that the management of this personal data meets the demands of the Data Protection Act. DTG is responsible for this management and processing and has registered this as such with the Dutch Data Protection Authority.

10.3 DTG is authorized to make client and personal data anonymous and subsequently use this in an aggregated and anonymous manner to the benefit of the Service, (i) for research purposes and (ii) in order to optimize the Service.

 

Article 11    Intellectual Property Rights

11.1 All Intellectual Property Rights and other rights with respect to the Service (including the Client Review System, the Review Tool, Reviews, research data, Content, (results of) the Questionnaire, images, design and further materials) remain exclusively with DTG or its licensors.

11.2 Client is prohibited from the provision and/or distribution to third parties, reproduction, modification of the Service, and from the use of or embedding of, the subjection to reverse engineering of, the creation of derived products or services from, or any other use of the Service in any other material, website, software or service, or other application of the service other than in accordance with the purpose of the Agreement. Any such other use is only permitted after prior written permission from DTG has been received.

11.3 Client ensures that the materials provided by him do not infringe on the rights of third parties and that he is authorized to provide these materials to DTG. Client fully indemnifies DTG of any liability and claims for damages from third parties and furthermore indemnifies DTG from all other costs incurred subsequent to or related to these liabilities and claims.

11.4 Client may not remove notifications from rightful claimants with respect to Intellectual Property Rights, and shall also refrain from removing any notifications concerning the confidentiality of specific information.

 

Article 12    Non-Disclosure

12.1 Parties shall refrain from disclosing to others all confidential information that they receive from the other party. Confidential information includes but is not limited to the practices, methods and technology that form the foundation for the Service, all recommendations given to Client by DTG and the End User information of Client. Parties furthermore undertake to hold their employees and any third parties included by them in the performance of the Agreement between parties to this same obligation.

12.2 Information that is defined by either party as confidential shall be considered and treated as such.

 

Article 13    Exclusion Guarantees and Liability DTG

13.1 DTG does not provide express or implied guarantees, promises or indemnification of any nature. Specifically, DTG does not guarantee that:

-    the use of the Service by Client shall lead to certain turnover or sales results;

-    the Service (including the Review Tool and the Client Review System) shall work without interruption or is free of errors and/or faults;

-    partners of DTG will publish the Reviews on their website or in their search engines;

-    nor that such publication will take place in a specific ‘look and feel’. 

13.2 The liability of DTG as a result of an attributable failure in the performance of the Agreement is limited to the payment of direct damages suffered by Client to a maximum amount equal to the total amount payable as negotiated for that particular Agreement. In no case shall the total payment exceed Euro 5,000.- per event, where a series of events is considered one single event. Direct damages are exclusively defined as costs that Client can reasonably be expected to incur in order to remedy or end the failure of DTG, in order for the performance by DTG to meet the provisions of the Agreement, reasonable costs incurred in order to prevent or limit such damage and reasonable costs incurred in order to determine the cause or scope thereof.

13.3 The liability of DTG for indirect damages, including but not limited to consequential damages, loss of profit and loss of turnover, is expressly denied.

13.4 The limitation of the liability of DTG as specified in this article does apply  to damages suffered as a result of wilful misconduct or gross negligence by DTG.

 

Article 14    Disputes and Litigation

14.1 The Agreement and these General Terms and Conditions are governed by Dutch law. All disputes arising from or related to the Agreement and these General Terms and Conditions shall exclusively be brought before the competent court in the Oost-Brabant district, the Netherlands.


 

 

TERMS OF USE OF DTG BV

 

The Terms of Use are applicable to the use of the Client Review System of DTG BV., registered at Herikerbergweg 88, Amsterdam , registered in the trade register of the Chamber of Commerce under number: 57796440 (hereinafter: ‘DTG’). 

 

By entering your review and clicking on the ‘send’ button, you agree with the applicability of these Terms of Use. We recommend that you read these Terms and Conditions carefully and save a copy for your own reference.

 

Article 1    Definitions

In these Terms and Conditions, the following terms and phrases (both in their singular and plural use) shall be defined as follows:

Company:        the enterprise from which the User has purchased a product or service;

Questionnaire:  a questionnaire by means of which the User can provide a Review;

User /You:        a natural person, over the age of 16, who has entered into an agreement with DTG for the posting of a Review;

Service:           the agreed upon service from DTG, consisting of the collection and publication of Reviews;

Review:            a review of a Company, posted by User, including the completed set of personal information (such as first name, city, age or purchased product);

Website:          the website www.kiyoh.com

 

Article 2     Posting Reviews and Rendering of the Service

2.1   DTG makes it possible for you to use the Service to complete Questionnaires and post a Review.

2.2   Your Review (including personal information) may be published on the Website, the website of the Company and in search engines and/or websites of other partners of DTG. The partners of DTG may change. DTG will use its best effort to publish these partners on the Website.

2.3   The Review (including the personal information provided by you) will only be provided to the relevant Company if such Company has an agreement with DTG to that end. In that event, the Company will be authorized, but not obligated, to publish the Reviews on its website. Should the Company publish the Reviews, it must publish all Reviews: it is not allowed to make a selection. The Company however, is authorized to publish the Reviews in its own look and feel.

2.4   DTG is authorized to modify or remove the Review, and such actions will not lead to any right to compensation of damages for you. For example, DTG may modify the Review if the text is considered (unnecessarily) long, if the personal information provided by you is inaccurate, if you are acting in violation of Article 3 or if the Company has lodged a complaint concerning the Review, and further circumstances pursuant to Article 5.

2.5   The Company is not authorized to modify the Reviews.

2.6   By posting a Review on the Website, you grant DTG an perpetual, irrevocable, royalty-free and unrestricted right to use the Review in accordance with these Terms of Use.

 

Article 3    Conditions of Use for the Service 

3.1   You guarantee that all (personal) information that you provide in relation to the Service, such as your name, address and email address is complete, accurate and up to date and that the Service is for your personal use only.

3.2   You are liable for the content of your Reviews and guarantee that:

a)  the content is not false, deceptive, fraudulent or in any other way unlawful and/or in violation of the law;

b)  your Review does not harm others (including the Company which is the topic of your Review), for example by posting discriminatory, offensive or abusive texts;

c)  the Review is exclusively based on your own experience with the Company and this experience took place no longer than 6 months ago. This period of 6 months does not apply if you post the Review in response to a request thereto by the Company;

d)  the Review is not meant as a reaction to other Reviews;

e)  the Review does not contain personal details or other descriptions which may lead to a specific individual;

f)   you will not do harm to the interests and the good name of DTG and its Service in particular.

 

Article 4    Personal Data

4.1   By providing the Service, DTG process personal data of the Users. DTG ensures that the collection and processing of this personal data meets the requirements laid down in the Data Protection Act. DTG is responsible for this collection and processing and has registered this as such with the Dutch Data Protection Authority.  

4.2   The Privacy Policy inserted in Attachment 1 applies to the use of this personal data by DTG.

 

Article 5    Complaint Procedure 

5.1   Should a Company or a third party consider your Review in breach of the Terms of Use, it may lodge a request (by email) to DTG to remove your Review. Where possible, DTG shall inform you of such forthwith, and will allow you the opportunity of providing argumentation regarding your Review. The complaint will subsequently be settled within fourteen days.

5.2   The Review may be (temporarily) removed for the course of the complaint procedure.

 

Article 6    Intellectual Property Rights

6.1   All intellectual property rights and further rights related to the Service (including but not limited to the DTG website, images, design and further materials) remain with DTG or its licensors. No transfer of intellectual property shall take place.

6.2   You are only entitled to use the Service for the purposes defined in these Terms of Use. This means that you are not entitled to reproduce, disclose, alter, modify, manipulate, create derivative works of, distribute to third parties, embed, reverse engineer or in any other way use the Service or any material, website, software or other part of the service other than in accordance with the purpose of the agreement.

6.3   You guarantee that the materials provided by you do not infringe on the rights of third parties and that you are authorized to provide these materials to DTG.

 

Article 7    Exclusion Guarantees and Liability of DTG

7.1   Although DTG uses its very best efforts with respect to the (content of) the Service, it cannot guarantee that it is free of potential errors or other faults including, in particular, imperfections or other errors in the publication of the Review(s). In no manner is DTG liable for any errors or other faults in or with respect to the Service, including the Website.

7.2   DTG is only liable for direct damages as a result of its attributable failure to fulfil its obligations. In no case shall the total liability exceed Euro 25.- per event, where a series of events is considered one single event. Direct damages are exclusively defined as (i) the costs that you can reasonably be expected to incur in order to remedy or end the failure of DTG, in order for DTG to fulfil the obligations pursuant to the Agreement, (ii) reasonable costs incurred in order to prevent or limit damage and (iii) reasonable costs incurred in order to determine the cause or scope thereof.

 

Article 8    Final Provisions

8.1   DTG is authorized to modify these Terms of Use. Any changes will be published on the Website or made known to you in another manner. Should you refuse the modification, you are entitled to terminate your use of the Service on the day on which the modification comes into effect. A termination will not result in the removal of the Reviews. 

8.2   The Agreement and these Terms of Use are governed by Dutch law. All disputes arising from or related to the Agreement and these Terms of Use will exclusively be brought before the competent court in the Oost-Brabant district, the Netherlands.


 

APPENDIX 1  PRIVACY POLICY

 

This Privacy Policy is an attachment to the Terms of Use of DTG BV. In this Privacy Policy the same definitions are being used as inserted in Article 1 of the Terms of Use. The Privacy Policy applies to all personal data that we collect and process within the scope of our Service. By publishing a Review and clicking on the ‘send’ button, you agree to allow us to process and manage your personal data, in accordance with the Privacy Policy.

 

We recommend that you read the Privacy Policy carefully and save a copy for your own reference.  

 

1. Responsible Party

DTG BV, registered at Herikerbergweg 88, Amsterdam , registered in the trade register of the Chamber of Commerce (The Netherlands) under number: 57796440 (is the responsible party pursuant to the Data Protection Act. We have notified the Dutch Data Protection Authority that we process personal data of our users.

 

2. What data does DTG use and for what purpose

2.1   DTG uses the personal data that you provide on the Website in relation to your Review. This may include the following personal details: name, city, email address, gender and age category.

2.2   The personal data and information provided by you are used for the following purposes:

(i)    the data and Review are made available to the Company to which the Review regards;

(ii)   the Review and the personal data selected by DTG (including but not restricted to first name and city) may be published on the website of the Company, on the Website and in search engines of the specified partners of DTG;

(iii)  DTG may use your personal data for handling your questions and/or complaints, providing information requested by you and in order to contact you in the event of complaints concerning your Review;

(iv)  the sending of emails containing the newsletter, offers, news or tips from DTG, only if you have indicated that you wish to receive such emails.

2.3   DTG cannot guarantee that the Company will not link the personal data from the Review to its own client database, and subsequently deduce that the Review originates from you. It is possible that the Company may contact you as a result of the Review.

2.4   DTG may anonymize personal data and subsequently use this data in an aggregated and anonymous manner to the benefit of the Service, (i) for research purposes and (ii) in order to optimize the Service.

2.5   Via the Website, DTG processes IP addresses of visitors of the Website. This information is exclusively used in order to check whether the Service is used legitimately and to make sure that the User, for instance, does not post multiple Reviews of the same company.

 

3. Security Measures

In order to protect your personal data, we have implemented appropriate technological and organisational measures. These protect your personal data from loss or any other manner of illegitimate use.

 

4. Right of Review, Removal and Questions

You can file a request with our client desk (info@kiyoh.nl) to review, modify or delete your personal data. This email address can also be used to send questions or remarks concerning this Privacy Policy.

 

5. Modifications

This Privacy Policy may be subject to modifications. Any changes will be published on the Website. We recommend that you check the Privacy Policy regularly.

 

6. Transfer of Enterprise

The further growth and development of DTG may lead to the transfer to a third party of one or more components or assets (including the Service) of the company. In this event, all corresponding (personal) data will also be transferred to this third party. Should this situation arise, we will inform you in a timely manner via the Website. Should you object to this transfer, you are free to terminate the agreement.

 

Amsterdam, The Netherlands, September 2015

 

 

 

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