General conditions
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GENERAL**
Explorgo provides services in the form of software usage and campaign management for customers. The provisions in Section 1 apply to all of Explorgo's services. Specific provisions for software usage and campaign management are covered in Chapters 2 and 3.
**Article 1. General Provisions**
1. These general terms and conditions apply to all offers, agreements and all subsequent actions between Explorgo and the customer.
2. If any provision is invalid, the remaining provisions shall remain in force.
3. The agreement prevails over these general terms and conditions in the event of discrepancies.
4. In the case of multiple clients, they are jointly and severally liable.
**Article 2. Services**
1. Customer shall provide all necessary information for the correct execution of the agreement.
2. Agreed terms are in basic one year, unless expressly agreed otherwise.
3. Explorgo may engage third parties to perform its services.
4. In case of conflicting interests, Explorgo reserves the right to refuse the assignment.
**Article 3. Payment**
1. Payment shall be made within 14 days of the invoice date, unless otherwise agreed.
2. If payment is not made on time, interest and collection costs are due in accordance with the legal regulation.
3. Explorgo may change payment terms based on customer's financial situation.
4. Objections to invoices must be made known within 14 days.
**Article 4. Cost-increasing Circumstances**
1. Changes in approach may result in additional work.
2. Explorgo may adjust prices for cost-increasing factors and index annually.
3. Additional work will be compensated according to the agreed upon rates.
**Article 5. Suspension and Termination**
1. In the event of bankruptcy, suspension of payments, receivership or business closure of the customer, Explorgo may suspend or terminate the agreement.
**Article 6. Force Majeure**
1. Force majeure includes epidemics, natural disasters and serious business interruptions, among others.
2. In cases of force majeure longer than 60 days, the customer may rescind the contract without compensation.
**Article 7. Intellectual Property**
1. All rights to software, campaign materials and related works belong to Explorgo.
2. Customer may not use any works of Explorgo without prior permission.
**Article 8. Confidentiality and Personal Data**
1. Confidential information should be kept secret.
2. Personal data are processed in accordance with AVG and stored according to legal deadlines.
**Article 9. Liability**
1. Liability of Explorgo is limited to the sum insured or the invoice value of the last six months.
2. Damage due to intent or gross negligence of Explorgo is excluded from limitations.
3. Consequential damages are excluded from compensation.
**Article 10. Modification of Terms**
1. Explorgo may change the general terms and conditions, valid upon written notice.
**Article 11. Complaints and Disputes**
1. Complaints should first be reported to Explorgo.
2. Disputes are subject to the jurisdiction of the Dutch courts.
**Article 12. Governing Law**
1. Dutch law shall apply.
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2. SOFTWARE USE**
**Article 13. Licensing and Right of Use**
1. Explorgo grants the customer a non-exclusive, non-transferable license to use the software within the agreed scope.
2. The customer may only use the software for internal business processes and not make it available to third parties.
**Article 14. Support and Updates**
1. Explorgo provides technical support and regular updates to the software during the term of the subscription.
2. Specific support levels and update frequencies shall be defined in the agreement.
**Article 15. Limitations and Obligations**
1. The customer is not permitted to modify, decompile or reverse engineer the software without Explorgo's prior written consent.
2. Customer shall take adequate security measures to prevent unauthorized access to the software.
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**CHAPTER 3. CAMPAIGN MANAGEMENT**
**Article 16. Campaign Design and Implementation**
1. Explorgo undertakes to design, create and manage marketing campaigns in accordance with the client's objectives.
2. The specific details of the campaign, including target audience, budget and duration, will be defined in the agreement.
**Article 17. Outcome Obligations and Reporting**
1. Explorgo shall make every effort to achieve the agreed campaign objectives, but cannot guarantee the results.
2. The client receives periodic reports on the progress and results of the campaigns.
**Article 18. Modifications and Optimization**
1. Explorgo reserves the right to adjust campaigns for optimization of results, in consultation with the customer.
2. Changes in campaign strategy or budget require written client approval.
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**GENERAL FINAL PROVISIONS**
**Article 19. Duration and Termination**
1. The agreement is entered into for the period specified in the agreement and is automatically renewed unless one of the parties gives written notice of termination no later than two months before the end of the term.
2. Either party may terminate the agreement with immediate effect in case of a material breach of the terms and conditions that is not remedied within a reasonable time after notice.
**Article 20. Confidentiality**
1. The parties are obliged to keep confidential all confidential information obtained from each other in the context of the agreement.
**Article 21. Transfer of Rights**
1. Rights and obligations under the agreement between Explorgo and the customer may not be transferred to third parties without the prior written consent of the other party.
**Article 22. Disputes and Applicable Law**
1. Dutch law applies to this agreement.
2. Disputes arising from the agreement will preferably be resolved by mutual agreement. If this is not possible, disputes will be submitted to the competent court in the district where Explorgo is located.
