General terms

1. Definitions

Venurix, we

burodevelopment BV (Chamber of Commerce number 60091215, De Kazematten 2E, 6681 CS Bemmel, the Netherlands), the provider of Venurix.

Customer

The organisation that enters into an agreement with Venurix, including as a launching partner.

Service

The online platform Venurix: the back office, the API, the member portal, the Venurix app and the modules the customer uses, provided over the internet (software as a service).

Agreement

The arrangements between Venurix and the customer, consisting of the quote or order form, the data processing agreement, any additional arrangements and these terms.

Users

Staff, members, customers and other people who get access to the service through the customer.

Customer data

All data the customer or its users enter into the service or that the service records for the customer, including personal data.

Pilot period

The period in which a launching partner uses the service before it is generally available (article 5).

2. Scope

• These terms apply to all offers by Venurix and all agreements with customers about the service.
• The customer's general terms or purchasing conditions do not apply, unless we agree so in writing.
• Deviations only apply if they are recorded in writing. In case of conflict, the quote or agreement prevails, then the data processing agreement, then these terms.
• The service is intended for organisations, not for consumers.

3. Offer and agreement

• A quote is valid for 30 days, unless it states a different period.
• The agreement is concluded when the customer accepts the quote or order form in writing (including by email), or when Venurix makes the service available at the customer's request.

4. The service

• Venurix provides the service online. The customer does not receive a copy of the software.
• The agreement states which modules and how many locations the customer uses. Modules can be added later.
• Venurix continuously develops the service. Features may change, as long as the agreed functionality does not materially deteriorate. We announce significant changes in advance.
• The service is one product for all customers. Custom work for a single customer is not part of the service unless agreed in writing; customer-specific needs are met through configuration.

5. Launching partners and pilot period

Venurix is in development. Launching partners use the service before it is generally available. For the pilot period, the following also applies:

• Shadow running. The customer uses Venurix alongside its current systems. Those current systems remain leading for members, bookings, payments and access, unless we agree otherwise in writing.
• No real money flows or access. During the pilot period Venurix executes no real payments, direct debits, refunds or mandate activations, and sends no real access rights to doors or systems.
• As is. The service is in development and is provided as is, without guarantees on availability, completeness or freedom from errors. Test environments may be reset; we announce that in advance.
• Data. The customer only uses data needed for the pilot, preferably exports without unnecessary personal data. As soon as personal data enters the service, the data processing agreement applies (article 8).
• Feedback. Venurix may use the customer's feedback to improve the service, without compensation. We only use the customer's name publicly, for example as a reference, with the customer's written permission.
• Fee. [Pilot period fee, or free of charge]. Arrangements for the period after go-live are laid down in the agreement.
• Stopping. Either party may end the pilot with a notice period of [period]. Article 18 then applies to the data.

6. Customer obligations

• The customer provides Venurix in good time with the correct information and cooperation needed to deliver and set up the service.
• The customer is responsible for its users, the roles it assigns and keeping sign-in details secret. Administrators sign in with two-factor authentication.
• The customer uses the service lawfully and provides its own terms and privacy policy to its members and customers.
• The customer is responsible for the content of the customer data, such as rates, schedules and customer details.
• The service may not be used to bypass security, overload the service or access other customers' data.

7. Availability, maintenance and support

• Venurix endeavours to keep the service available and secure. Commitments on availability and response times only apply if laid down in a service level agreement: [SLA, if applicable].
• We announce planned maintenance in advance where possible and carry it out outside busy hours as much as possible.
• Support is available via info@venurix.com on working days, [support hours].

8. Data and privacy

• The customer is the controller of the personal data in the customer data. Venurix is the processor and only processes that data on the customer's instructions.
• The data processing agreement is part of the agreement. It covers, among other things, the security measures, the sub-processors and the arrangements on data breaches.
• Each customer's data is strictly separated from other customers' data. Venurix staff have no standing access to customer data; for support there is only temporary access to look along, at the customer's request or with its permission.
• Venurix notifies the customer without undue delay of a security breach affecting customer data.

9. Security

Venurix takes appropriate technical and organisational measures to secure the service and the customer data, including encrypted connections, separation of customer data in the database, two-factor authentication for administrators, an audit log of changes, shielded bank details and backups.

10. Payment and direct debit integrations

• The customer contracts a payment service provider itself. Venurix is not a payment institution and does not hold funds of the customer or its members.
• An integration with a payment service provider only goes into production after explicit approval by the customer and Venurix, once it has been tested.
• The customer remains responsible for its financial administration and for checking payments and direct debits.

11. Own app

By default, members use the Venurix app or the member portal. On request, Venurix builds an app of the customer's own, with the customer's name, icon and colours. For that app:

• The app is published through the customer's own Apple and Google developer accounts. The customer holds those accounts and pays their costs.
• The customer owns the App Store and Google Play listing and the app's privacy policy, and approves every production release. As administrator, Venurix handles building, signing, submission and release management.
• The rules and review of Apple and Google are beyond Venurix's control. Venurix cannot guarantee that an app or update will be accepted.
• What happens to the app at the end of the agreement: [arrangement at end of agreement].

12. Prices and payment

• Prices are set out in the agreement and exclude VAT.
• Venurix invoices [monthly or annually] in advance. The payment term is 30 days from the invoice date.
• Venurix may adjust prices once a year, with at least 30 days' notice. [Indexation, for example by CBS figures].
• If the customer pays late, statutory commercial interest is due. After a written reminder and a reasonable period, Venurix may suspend the service; the customer can still export its data.

13. Intellectual property

• All rights to the service, the software, the documentation and the Venurix brand belong to burodevelopment.
• For the term of the agreement, the customer receives a non-exclusive, non-transferable right to use the service for its own organisation.
• The customer data remains the customer's. Venurix only uses it to provide the service, as set out in the data processing agreement.

14. Liability

• Venurix's liability is limited to direct damage, up to at most the amount the customer paid for the service in the [12] months before the event causing the damage, with a maximum of [amount] per event.
• Venurix is not liable for indirect damage, such as consequential damage, lost profit, missed savings and damage from business interruption.
• During a free pilot period, Venurix's liability is [pilot period limitation].
• These limitations do not apply in case of intent or deliberate recklessness by Venurix.
• Damage must be reported in writing as soon as possible, and no later than 12 months after it arose.

15. Force majeure

In case of force majeure, Venurix need not fulfil its obligations for as long as it lasts. Force majeure includes failures at suppliers Venurix depends on (such as hosting, network and app stores), power or internet outages and government measures. If force majeure lasts longer than 60 days, either party may terminate the agreement in writing.

16. Confidentiality

Both parties keep the other's confidential information secret, also after the agreement ends. This includes the customer data, prices, plans and non-public features of the service that a launching partner gets to see.

17. Term and termination

• The agreement runs for the term set out in it, [initial term], and is then tacitly renewed for [renewal period], unless a party gives notice with a period of [notice period].
• Either party may terminate the agreement if the other fails to perform and does not remedy this after a written notice of default with a reasonable period, or in case of the other's bankruptcy or suspension of payments.

18. Data at the end

• The customer can export its data in a common format during the agreement and up to 30 days after it ends.
• After that, Venurix deletes the customer data within [period], unless a statutory retention obligation applies. Backups are overwritten according to the regular cycle.
• Help with moving to another system can be agreed at the rates then applicable.

19. Changes to these terms

Venurix may change these terms. We announce changes at least 30 days in advance. If a change is materially disadvantageous to the customer, the customer may terminate the agreement as of the date the change takes effect.

20. Governing law and disputes

The agreement and these terms are governed by Dutch law. We first try to resolve disputes together. If we can't, the District Court of Gelderland (Rechtbank Gelderland) has jurisdiction.

Questions about these terms? Email info@venurix.com.