General Terms and Conditions

The following terms and conditions apply to our products and services.

GENERAL TERMS AND CONDITIONS April 03, 2018

ARTICLE 1 General
These general terms and conditions apply to all offers and agreements under which Genova Consultancy b.v. supplies products and/or services of whatever nature, even if such goods or services are not specified herein.

ARTICLE 2 Offers and Agreements
1. All our offers are without engagement.
2. An agreement is only valid if it is described on paper and signed by both parties. Oral agreements are only valid if confirmed by us in writing.
3. Customer is obligated to deliver by his own initiative all information that we need to have at our disposal during the execution of the agreement.

ARTICLE 3 Termination
1. Genova Consultancy b.v. may forthwith terminate or postpone the agreement either in whole or in part by giving notice in writing, without judicial intervention: • if after a reminder in writing Customer fails to meet his obligations to pay or any other obligation; • If Customer is granted an official suspension of payment, whether provisional or not; if with regard to Customer a bankruptcy petition is presented or winding-up proceedings are instituted; if his undertakings are wound up or closed down (except for the purpose of reconstruction or amalgamation of enterprises) or if Customer is placed under legal restraint; • if goods of Customer are attached and the attachment is not recalled within two weeks.
2. In case of postponement or termination as stated in 3.1 or in accordance with a legal right we have the right to de-install all software at the expense of Customer and retrieve all equipment and material owned by Genova Consultancy b.v., such to secure the observance of existing or future obligations by Customer. Customer will grant access to his premises and buildings to enable us to do so.
3. Postponement or termination of the agreement will under no circumstance give Customer a claim for damage or lead to crediting of software or services delivered earlier.

ARTICLE 4 Delivery time
1. All delivery dates must be considered as an indication and are based on the facts, as they were known to us at the time the agreement was entered into.
2. Delay in delivery does not give Customer any right to compensation or to terminate the agreement nor to defer any obligation on his part.

ARTICLE 5 Prices
1. All prices are exclusive of sales tax and any other levies imposed by the authorities.
2. Genova Consultancy b.v. has the right to annually change the price of a long-term contract within reason. Genova Consultancy b.v. has the right to pass on any external price increasing factors, such as price increases at our suppliers, to Customer.

ARTICLE 6 Payment
1. Unless explicitly agreed otherwise, Genova Consultancy b.v. will invoice Customer as follows: • Upon signing the agreement, 50% of the non-recurrent software fees in the agreement is invoiced • Non-recurrent software fees (i.e. the remainder after down payment) for software or equipment are invoiced shortly before the actual delivery or installation. • Recurrent software fees (i.e. annual licence, maintenance and support fees), are invoiced annually in advance; In case of software rental, recurrent fees are invoiced monthly in advance. • Software as Service agreements are invoiced annually in advance. • Consultancy and other services are invoiced weekly, based on actual time and costs. If a fixed price has been agreed upon, this amount will be invoiced in instalments specified by us.
2. All our invoices are to be paid within 8 days after invoice date unless a different time of payment is specified on the invoice.
3. If Customer fails to pay the amounts due within the agreed period, legal interest of 1,5 % per month from expiry date will be due from Customer on the outstanding amount without any notice of default being required. Should Customer, after notice of default, fail to settle the claim, the same may be placed out of hand, in which case Customer shall be liable to pay in full, in addition to the total amount then due, any legal and non-legal expenses including any fees charged by external experts, in addition to the costs assessed in court, relating to the collection of this claim or other enforcement of rights. If Customer fails to pay in accordance with the payment terms, Genova Consultancy shall be entitled, at its sole discretion, to suspend provision of support and the Software as Service temporarily until Client fulfils its obligation.
4. Customer renounces any right to settlement. 5. Appeals concerning invoices sent by Genova Consultancy b.v. have to be made in writing within 8 days after invoice date.

ARTICLE 7 Liability
1. Liability of Genova Consultancy b.v. and the rights of Customer concerning no or insufficient fulfilment of our obligations are restricted to what is specified in this article.
2. Under no circumstances are we liable to compensation for any damage, unless decreed on demand of Customer by irrevocable verdict that under the circumstances of the case such would be manifestly contrary to reasonableness and fairness.
3. In that case the exclusive rights of Customer consist of compensation of any real and demonstrable damages suffered by Customer – in so far as imputable to us according to the law – with a maximum of the total of the amount already paid by Customer on account of the agreement. Customer is therefore debarred from the right of rescission and of annulment of performances already carried out.
4. Under no circumstances are we liable for any consequential damage, including damages as a result of lost profit or savings.

ARTICLE 8 Annual maintenance and support TIA-A3 software
1. Our annual maintenance and support agreement for TIA-A3 software has duration of 60 months starting at the day of delivery.
2. After 60 months, the agreement is automatically prolonged each year for a period of 12 months, unless one of the parties sends a written notice of termination of the agreement at least 3 months prior to the expiry date of the agreement.
3. If Customer has been unable to use the software during the period of the agreement for whatever reason, this does not free him from the obligation to pay the annual fees.
4. To enable remote support, Customer will supply the possibility for Genova Consultancy b.v. to phone in on the server where the software is located, by means of a telephone connection, modem and remote support software.
5. Genova Consultancy b.v. will deliver and install new releases of the software.
6. Genova Consultancy b.v. is not allowed and not able to make changes or correct errors in software of third parties. In case an error is identified, Genova Consultancy b.v. will pass this on to the supplier as soon as possible.
7. Problems and failures can be reported to Genova Consultancy b.v. in writing via email (support@genovaconsultancy.com). Genova Consultancy b.v. will take action upon these calls within 8 working hours. Working hours are Monday to Friday from 09:00 a.m. to 05:00 p.m. CET. Genova Consultancy b.v. cannot guarantee response times. Genova Consultancy b.v. is not liable for any delays.
8. The annual maintenance and support agreement does not apply to products that are not supplied by Genova Consultancy b.v.
9. Customer must have a technical contact person available with full access rights who can assist Genova Consultancy support employee if needed.
10. Customer is responsible for ensuring proper backup and restore procedures.

ARTICLE 9 Software user license TIA-A3 software
1. The TIA-A3 software user license only applies to the software modules that are mentioned in the agreement. The software user license is for one’s own use only, is non-exclusive and cannot be transferred to third parties.
2. The TIA-A3 software user license is restricted to a single, specified and individual computer system, to be assigned by Customer.
3. Customer is not allowed to make copies, otherwise duplicate or make public the software or accompanying documentation.
4. Genova Consultancy b.v. has the right to charge Customer for the Software user license for so-called “major releases” of the software of third parties, whether a licence, maintenance and support agreement exists or not.

ARTICLE 10 Software as Service agreements
1. Genova Consultancy shall provide software as service and user documentation to Customer and named individuals that are authorized by Customer to use the Software. Genova Consultancy grants Customer a limited, non-exclusive, non-transferable and non-sub-licensable right and license to access and use the Software Service and documentation during the term of the agreement and under the terms and conditions of this agreement
2. The Software as Service is licensed, not sold. There is no transfer of ownership. Except for the limited rights expressly granted by Genova Consultancy to Customer. Customer acknowledges and agrees that, as between Customer and Genova Consultancy, all right, title and interest, including all copyright, trademark, patent, trade secret, intellectual property (including but not limited to algorithms and business processes) and other proprietary rights, arising out of or relating to the provision of the Software as Service belong exclusively to Genova Consultancy, other than the Customer Data. All rights not expressly granted under this agreement are reserved by Genova Consultancy.
3. Our Software as Service agreement has a duration of 12 months starting at the day of delivery.
4. After 12 months, the agreement is automatically prolonged each year for a period of 12 months, unless one of the parties sends a written notice of termination of the agreement at least 3 months prior to the expiry date of the agreement.
5. If Customer has been unable to use the software during the period of the agreement for whatever reason, this does not free him from the obligation to pay the annual fees.
6. The annual fee includes; own data environment on the Genova Backend cloud server and it’s rent and maintenance costs, use of the Genova I-Pad app and it’s maintenance.
7. Problems and failures can be reported to Genova Consultancy b.v. in writing via email (support@genovaconsultancy.com). Genova Consultancy b.v. will take action upon these calls within 8 working hours. Working hours are Monday to Friday from 09:00 a.m. to 05:00 p.m. CET.  Genova Consultancy b.v. cannot guarantee response times. Genova Consultancy b.v. is not liable for any delays.
8. The annual maintenance and support agreement does not apply to products and software that is not made available by Genova Consultancy b.v.
9. Genova will take care of data back-up and restore in case of technical calamities on the Backend server. Request for restore of data from customer side however, are charged based on actual time spent.
10. Genova Consultancy agrees that the data and information uploaded by customer that is stored or processed via the Software Services shall be treated as confidential by Genova Consultancy and shall remain Client’s sole property.
11. Genova Consultancy has taken security steps, including use of SSL technology, on the Backend server that stores customer user information and data. However, this is not a guarantee that such data cannot be accessed, altered or deleted due to firewall or other security software failures.

ARTICLE 11 Restriction of ownership and risk transition
1. All goods supplied to Customer remain property of Genova Consultancy b.v. until all due amounts for supplied goods and/or executed work according to the agreement or on account of his inadequacy in complying with an agreement, are fully settled.
2. Rights are granted or transferred to Customer solely on the condition that Customer will pay the fees agreed upon fully and on time.
3. From the moment that goods are brought to the actual power of disposal of Customer, they are at Customer’s risk.

ARTICLE 12 Confidentiality
1. Each party will take measurements to retain in confidence all non-public information and know-how of the other party, disclosed to or acquired by the receiving party. This includes, but is not limited to, all documents, presentations and information shared or transferred between parties.
2. Parties are allowed to use each other’s trademark or trade name for the purpose of referral. Parties are not allowed to disclose any information about nature or content of the relationship unless explicitly approved in writing.
3. In the event of termination or expiration of this agreement parties shall return, destroy, or retain as confidential all materials.

ARTICLE 13 Privacy Policy
1. This privacy policy is intended to give you confidence in the privacy and security of the personal information we obtain from you whether you are using Genova Consultancy products such as the TIA-A3 or Preset (the “Products”), uploading information to Genova Consultancy and our products’ websites or the I-Genova backend (the “Websites”), such as www.genovaconsultancy.com or www.I-Genova.com, downloading our applications, or are merely visiting our Websites. However, please note that we are not responsible for any use of your personal information you provide to third-party applications or websites that may be accessed via the Products or Websites.
2. When you use our Products or Websites, you may be asked for personally identifiable information such as your company name, email addresses, collection (product) data. By giving us such information, you will need to consent to our using it in the manner described in this policy.
3. Genova Consultancy will use performance data, including performance statistics, bug fixes and other similar data (“Performance Data”) uploaded to our Websites or acquired through our Products.
4. We use personal information such as email address to allow us to process your service requests, provide access to privileged areas of the Websites, send out newsletters, personalize your visit to our Websites, personalize your use of our Products, and enable us to improve the products and services we offer.
5.We may provide information about you to our employees and partners in order to administer any accounts, products and services provided to you by Genova Consultancy.
6. We will not disclose your personal information to any third party unless you have consented to such disclosure or where we are required to do so by law. Should you breach our terms and conditions or terms of use or if we are under a duty to disclose or share your personal data in order to comply with any legal obligation, we may disclose your information to a relevant authority. This may include exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction. Any disclosure of personal information will be strictly controlled and made fully in accordance with current Dutch law.
7. Cookies are small data files that a website you visit may save on your computer or handheld device that usually includes an anonymous unique identifier. Our Websites and those of our Products may use cookies for user authentication, keeping track of your preferences, promotional campaigns, tracking our audience size and traffic patterns, and in certain other cases. If you do not wish cookies to be placed on your PC or handheld device, then they can be disabled in your web browser. The option to do so is normally found in your browser’s “security settings” section. Please note that permanently disabling cookies in your browser may hinder your use of our Websites as well as other websites and interactive services.
8. All security on our Websites is treated seriously. Where applicable, we undertake security steps, including use of SSL technology, on our back-end systems that store customer account information and data and to protect data transmissions. However, this is not a guarantee that such data transmissions cannot be accessed, altered or deleted due to firewall or other security software failures.
9. If you have any further concerns about security, please email our Customer Service team at info@Genovaconsultancy.com.
10. Changes in this policy will be posted on our Websites. You are advised to check our Websites regularly to view our most recent privacy policy.

ARTICLE 14 Jurisdiction
1. Disputes will be settled by a legally authorized Dutch judge. In all cases the judge of the district in which we have our seat will be authorized. The Netherlands is agreed as the exclusive place of jurisdiction.
2. Any claim from Customer on us will expire if not brought before the court within two years.
3. All our offers and agreements are in accordance with Dutch law.

Please note these conditions can be changed without notice.