In these general conditions, the words and expressions defined shall have the following meanings assigned to them, except where the context requires otherwise:
- Agreement between Pro Conference Europe B.V. and Contracting Party that forms the basis for delivery by Pro Conference Europe B.V. of the Service, laid down in a form, e-mail or other manner.
- Contracting Party:
- The party with whom Pro Conference Europe B.V. closes, or wishes to close, an Agreement and to whom these general conditions are applicable.
- Negotiated Rates:
- Service rates specifically negotiated by Contracting Party and agreed to by Pro Conference Europe B.V. as laid down in the Agreement.
- Contracting Party and Partners.
- The party with whom Contracting Party establishes contact via the Service when the Service is delivered and/or the party who has received access codes from the Contracting Party to be able to use the Service.
- Pro Conference Europe B.V.:
- Pro Conference Europe B.V. and/or any of its (future) successors.
- A communication issued by Contracting Party and accepted by Pro Conference Europe B.V. booking a Service for a specific time and date.
- Standard Rates:
- Rates that have not been negotiated by Contracting Party and are obtained by Contracting Party through its account representative or (web) account.
- The service delivered by Pro Conference Europe B.V. in the context of the Agreement, consisting of audio, video and/or web conferencing services and related products and services of Pro Conference Europe B.V. and its third party suppliers, to allow multiple persons at multiple locations to simultaneously share information.
2. Agreement application
- These general conditions shall apply to all quotations, offers and Agreements of Pro Conference Europe B.V..
- By entering into an Agreement with Pro Conference Europe B.V., Contracting Party waives the applicability of any conditions used by it, howsoever denominated, so that the Agreement shall exclusively be governed by the conditions as used by Pro Conference Europe B.V..
3. Activation of the Agreement
- The Agreement can involve both one-time execution of the Service by Pro Conference Europe B.V. as well as execution of the Service by Pro Conference Europe B.V. during a period of limited or unlimited duration. The Service will be delivered by Pro Conference Europe B.V. upon Request made by Contracting Party.
- In the event of no prior use of the Service in the past, Contracting Party must provide any proof of identity requested by Pro Conference Europe B.V. as well as any data Pro Conference Europe B.V. deems necessary for acceptance of a Request by Contracting Party.
- In cases involving a Request on behalf of a person, legal entity or corporation, the representative of such person, legal entity or corporation must provide any proof of identity requested by Pro Conference Europe B.V., as well as proof of his/her authority to represent that person, legal entity or corporation, based on a recent extract from the Chamber of Commerce registry.
- The Agreement goes into effect on the date on which Pro Conference Europe B.V. issues confirmation of its intention to honour the Request of the Contracting Party, unless otherwise agreed.
- A Request by Contracting Party can be rejected, suspended or cancelled by Pro Conference Europe B.V. – with giving reasons - if:
- Contracting Party fails to fulfil any of its obligation resulting from these general conditions that would reasonably justify rejection of the Request by Pro Conference Europe B.V., or Pro Conference Europe B.V. has reason to believe that Contracting Party will be unable to fulfil such obligation;
- force major events are preventing Pro Conference Europe B.V. from performing the Service up to standards;
- necessary for the purpose of improving or maintaining the quality of the Service.
4. Delivery of the Service
- Contracting Party acknowledges Pro Conference Europe B.V. may be unable to prevent temporary Service downtime in cases involving availability problems in the network infrastructure used to provide access to the Service.
- Contracting Party acknowledges that not all Services can be guaranteed from all locations including, but not limited to via mobile telephones, pay phones or satellite phones due to various in-country, carrier or other restrictions.
- Contracting Party acknowledges Pro Conference Europe B.V.’s obligation to provide the Services is conditioned upon Contracting Party providing all information and assistance reasonably required to perform the Services. Contracting Party hereby agrees to timely provide all such information and assistance.
- Pro Conference Europe B.V. retains the right to deviate from the provisions for execution of the Service contained in these General Conditions and in the Agreement between Contracting Party and Pro Conference Europe B.V. in cases in which technical conditions require such deviation. Where possible, Pro Conference Europe B.V. will provide Contracting Party with advance notification of deviations.
5. Obligations related to execution of the Service
- Contracting Party will ensure that the equipment of the Participants necessary for Pro Conference Europe B.V. to deliver the Service is prepared for execution of the Service on time.
- Contracting Party is responsible for making sure that the appropriate Participants are involved in meetings conducted via the Service during establishment of the connections required to access the Service.
6. Use of data
- Contracting Party and Pro Conference Europe B.V. are obligated to ensure they handle confidential data obtained from each other with the utmost confidentiality, whatever form such data may have.
- In the event Pro Conference Europe B.V. enters data regarding Contracting Party and Partners obtained from Contracting Party in a database, Pro Conference Europe B.V. will use these data in compliance with Dutch privacy legislation. Pro Conference Europe B.V. retains the right to use name and address data from this database for commercial purposes, subject to the provisions of paragraph 6.1, unless Contracting Party explicitly requests that these data may not be used for these purposes.
- Contracting Party must handle any access codes, owner numbers, conference codes, passwords and/or personal identification numbers used in conjunction with the Services with the utmost confidentiality and must take all necessary measures to ensure that such codes are not misused by third parties. Contracting Party will be held responsible for any costs incurred by Pro Conference Europe B.V. as a result of misuse of such codes or numbers.
7. Use of the Service
- Contracting Party guarantees that the information provided via the Service is not insulting, racist, discriminatory or inflammatory in nature, that such information does not offend against common decency and that provision of such information via the Service does not constitute a breach of any third party’s legal rights. Pro Conference Europe B.V. has the final decision in this area.
- Contracting Party guarantees that the information provided via the Service, including applications, cannot be used to inflict damage to data, equipment or software owned by Pro Conference Europe B.V. or by any other party.
- Contracting Party guarantees that Contracting Party’s Partners will also uphold the guarantees described in paragraphs 1 and 2 of this article.
8. Intellectual Property rights
- Intellectual property rights related to data compiled in the context of the Agreement, including reports, recommendations and documentation, remain the sole property of Pro Conference Europe B.V.. Contracting Party has the non-exclusive right to use such data, but only for the purposes for which they are provided to Contracting Party by Pro Conference Europe B.V..
- The Agreement in no way implies a transfer of any type whatsoever of ownership of physical property or software used by Pro Conference Europe B.V. to execute the Service, nor does it imply a transfer of any intellectual property rights related to that physical property or software.
- Unless indicated otherwise, Services are charged by multiplying all inbound or outbound legs of all conferences by the applicable per minute Negotiated or Standard Rate.
- In addition to the Standard or Negotiated Rates for the Services as agreed upon in the Agreement, Contracting Party shall pay all applicable duties, tolls, administrative assessments, surcharges, or taxes now or hereafter attributable to the Services and included on Contracting Party's invoice.
- Contracting Party acknowledges and agrees that Standard Rates are subject to change at any time without Pro Conference Europe B.V. providing specific notice to Contracting Party by Pro Conference Europe B.V. posting new Standard Rates. Contracting Party therefore agrees to check Pro Conference Europe B.V.’s standard rates from time to time and in each case prior to using any Services subject to Standard Rates.
- Contracting Party acknowledges and agrees that Negotiated Rates are subject to change at any time on thirty (30) days prior written notice to Contracting Party or at any time as to a specific Service without prior notice to Contracting Party in the event such Service remains dormant (i.e., is not used) for a period of six months or longer.
- Contracting Party agrees that either or both of Negotiated Rates and Standard Rates may be increased by Pro Conference Europe B.V. by 3% each year without prior notice to Contracting Party.
- Pro Conference Europe B.V. retains the right to claim payment for the Service agreed between Pro Conference Europe B.V. and Contracting Party in the Agreement in cases in which Pro Conference Europe B.V. agrees to make changes to the Service at the request of Contracting Party.
- Pro Conference Europe B.V. will charge Contracting Party for amounts that have arisen due to authorized or unauthorized use of Contracting Party’s access to the Service via an invoice. Payment of the invoice must be made via the bank or giro account stipulated by Pro Conference Europe B.V., within the period specified on the invoice. If a payment period is not mentioned on the invoice, payment must be received by Pro Conference Europe B.V. within 30 days of the invoice date. The payment date is the date on which Pro Conference Europe B.V. receives the payment.
- If payment is not received on the due date, Pro Conference Europe B.V. will be entitled, without limiting any other rights Pro Conference Europe B.V. may have and subject to applicable law, to suspend the Service, to terminate a Request or to terminate the Agreement in accordance with article 12.2. Contracting Party is responsible for payment of statutory commercial interest over the late payment, from the moment that Contracting Party is in default to the moment at which payment is made, plus any collection costs that may be incurred by Pro Conference Europe B.V., without prejudice to the right of Pro Conference Europe B.V. to submit claims for the total actual damages incurred.
- Contracting Party is responsible for payment of all costs incurred for the collection of amounts due and payable by Contracting Party, including legal costs.
- Payments that cannot be traced to an individual invoice will be applied to the oldest unpaid invoice sent to Contracting Party for use of the Service.
- Objections on the part of Contracting Party to invoices must be submitted to Pro Conference Europe B.V. within 14 days of the invoice date, otherwise Contracting Party will be deemed to agree to such charges and Pro Conference Europe B.V. will not be subject to making adjustments to charges or invoices. Objections to invoices do not imply the right to postpone payment.
- Contracting Party does not have the right to settle invoices against other claims against Pro Conference Europe B.V., regardless of the type of claim.
11. Warranty and liability
- Use of the Service is at Contracting Party’s sole risk. Pro Conference Europe B.V. expressly disclaims all warranties of any kind, including but not limited to any warranties of merchantability or non-infringement. Pro Conference Europe B.V. makes no warranty or representation regarding any information, materials, goods or Services obtained through Pro Conference Europe B.V.’s Services or websites, or that the Service will meet any of Contracting Party’s requirements, or be uninterrupted, timely, secure or error free.
- The aggregate liability of Pro Conference Europe B.V. under the Agreement will always be limited to the amount paid by Contracting Party for the Service that has failed.
- Contracting Party will hold Pro Conference Europe B.V. harmless from any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorneys' fees, which arise out of or relate to:
- Participant’s use of the Service, including without limitation, any person accessing the Service using Contracting Party's account, codes or numbers;
- any actual or alleged violation of the Agreement or any applicable law, rule or regulation by Participant or any person accessing the Service using Contracting Party’s account, codes or numbers;
- any actual or alleged infringement or violation by Participant or any person property or privacy or other right of any person or entity.
- Pro Conference Europe B.V. will not be responsible for delays and/or defaults in its performance due to causes beyond its reasonable control, including, but without limiting the generality of the foregoing; acts of terrorism, wars, hostilities, revolutions, riots, civil commotion, national emergency, fire or explosion, flood, force of nature, embargoes, accidents, acts of God, or stability or availability of the Internet, the elements; telecommunication system failure; technology attacks, epidemic; quarantine; viruses; strike; lockouts; disputes with workmen or their labor disturbances; total or partial failure of transportation, utilities, delivery facilities, or supplies; acts or request of any governmental authority; or any other cause beyond Pro Conference Europe B.V.’s control, whether or not similar to the foregoing.
12. Termination of the Agreement
- Without prejudice to provisions related to termination stipulated by law, either party to the Agreement has the right to immediately terminate the Agreement, in whole or in part, prematurely without legal intervention and without prior notice under the following conditions:
- the other party requests or is granted a moratorium of payment;
- the other party is declared bankrupt or a bankruptcy petition is submitted by or on behalf of the other party.
- Pro Conference Europe B.V. may terminate the Agreement for a material breach of the Agreement by Contracting Party that is not cured within thirty (30) days of Contracting Party’s receipt of a written notice of intent to terminate.
- In cases involving force majeur, Pro Conference Europe B.V. retains the right to terminate the Agreement, either in whole or in part, without legal intervention, without liability for damages and without relinquishing its right to receive payment for services already rendered.
13. Additional conditions
- Pro Conference Europe B.V. retains the right to change these general conditions and to apply changes to these general conditions to the existing Agreement. Changes made by Pro Conference Europe B.V. to the existing Agreement take effect on the date mentioned in the written notification of change.
- An inability on the part of either party to this Agreement to comply with a single article of the general conditions that apply to the Agreement does not automatically imply that the other party is released from compliance with these general conditions.
- Contracting Party may not assign the Agreement or resell the Service to a third party entity without Pro Conference Europe B.V.'s prior written approval.
- These general conditions and the Agreement are subject to Dutch law. Any conflicts related to these general conditions and the Agreement will be submitted to the court with proper jurisdiction in Amsterdam.