Spotr is part of Octo Asset management.
The following terms have the following meanings:
These Spotr General Terms and Conditions;
Any entity which directly or indirectly controls, is controlled by, or is under common control with a Party;
All software and affiliated Products and Services delivered by Spotr, including all data, diagrams, drawings, reports and specifications accessible through the online platform as well as through email and/or API;
An account on the name of Customer, an employee of Customer or a third party to whom Customer has given authorization;
Raw data generated by sensors, without aggregations or analysis;
A written agreement and/or the Order for the purchase of Products and/or Services by Customer from Spotr, including any other documents submitted by Customer to form part thereof;
The Party ordering Products and/or Services from Spotr;
Any data or information, including Personal Data, acquired by Spotr in preparation of or during the fulfilment of the Contract, irrespective of whether such data or information relates to Customer, its Affiliates or their or Spotr’s respective customers;
Delivery of Products by Spotr in accordance with Clause 6;
Software necessary for operation of Products, and embedded in and delivered as integral part of Products;
(a) Patents, utility models, copyrights, database rights and rights in trademarks, trade names, designs, knowhow, and invention disclosures (whether registered or unregistered);
(b) Applications ,reissues, confirmations, renewals, extensions, divisions or continuations for any of these rights; and (c) all other intellectual property rights and similar forms of worldwide protection;
The right of the Customer to use the Application provided by Spotr;
Customer’s order issued to Spotr for the purchase of Products and/or Services;
Customer or Spotr, collectively the Parties;
Any data or information of an identified or identifiable natural person;
The items to be delivered by Spotr in accordance with the contract and/or all materials, documents, or other deliverables which are the result of Services provided by Spotr under the contract in any form or media, including but without limitation to data, diagrams, drawings, reports and specifications;
The services to be provided by Spotr in accordance with the Contract;
Regular payment for the use of the Spotr’s platform and Services;
The time for which a subscription is valid
1. Unless otherwise specifically expressed or agreed to in writing, these GTC Spotr shall apply to any delivery of Products or Services from Spotr to the Customer, and to any commercial relationship to which the parties agree in writing.
2. These GTC Spotr shall be applicable as soon as the Customer issues Orders in whatever form for Products or Services from Spotr, and constitute an integral part of any Contract between Spotr and the Customer.
3. In the event that the Customer has own general conditions, including without limitation clauses contained or referred to in Purchase Orders issued by the Customer, only these GTC Spotr shall apply.
4. If, in the opinion of Spotr, a change in the execution of the Contract is necessary to fulfill the obligations towards the Customer, Spotr is authorized to make that change according to the principles of reasonableness and fairness.
1. Spotr commits oneself to a best efforts’ obligation in the execution of the Contract and will execute this Contract to the best of its knowledge and ability in accordance with the requirements of good workmanship.
2. Spotr will as much as possible take the Customer's reasonable wishes into account in the execution of the Contract, provided that in Spotr's opinion this is conducive to the proper execution of the Contract.
3. If, during the execution of the Contract, it appears that, for its proper execution, some modification or addition to the Contract is required, the parties will modify the contract in a timely manner and by mutual consultation.
4. If and in so far required for the proper execution of the agreement, Spotr has the right to have certain work done by third parties.
5. The Customer will render all assistance and information to provide Spotr with the opportunity to properly execute the Contract.
6. Should the Customer not comply to obligation indicated in Section 3.6, then the Customer will indemnify damages and costs caused and Spotr has the right to suspend its obligations.
1. Unless otherwise agreed in writing, the Customer must purchase all Products together with a Subscription for the corresponding Services for a minimum subscription period of 12 months, starting at the time of installation of the Products.
2. The Subscription will be renewed automatically for successive one year periods thereafter until and unless either party provides the other party with written notice at least two months prior to the end of the Subscription Period. Spotr undertakes to notify the Customer of forthcoming automatic annual Subscription renewals two months prior to expiry.
1. The Customer shall be invoiced for the Product price (which includes the fee for the first Subscription Period) in one installment upon delivery of the Products.
2. For each successive Subscription Period, the Customer shall be invoiced for the corresponding price in advance and in one installment for the entire new annual 3 Spotr © 2022 Subscription Period, latest 45 days prior to the expiry of the previous annual Subscription Period.
3. Customer shall pay all invoices not later than 30 days following the invoice date.
4. If any invoice is not paid in time, by right and without any formal notice, a contractual interest of 1% per month is due.
5. Prices are according to the Spotr Price Sheets, as published on Spotr’s website or otherwise made available to the Customer, prevailing on the date on which the Purchase Order is received by Spotr. Upon renewal of the Subscription of the Service, the price for the annual Subscription will automatically be adjusted to the price level that is applicable for the aggregated number of active Customer Subscriptions at that point in time.
6. All prices are exclusive of Taxes, and Customer shall be responsible for all Taxes relating to the Customer’s purchase of the Products and Services hereunder.
1. The specification of delivery times is made to the best of our knowledge and will betaken in consideration as much as possible but can never lead to any form of compensation. If the periods are exceeded, Spotr will consult with the Customer.
2. Any overrun of the delivery period or delivery date will not grant the customer any right to terminate the agreement and/or demand compensation for loss, unless Spotr and the Customer have agreed a new delivery term in writing and Spotr has not met its obligations in the long term. In that case, the Contract will only be terminated by registered letter, provided this is received by Spotr before the delivery of the products in question and without Spotr being obliged to refund any amount for damage nor being responsible for warranty or any other obligation.
1. All Intellectual Property rights - including, but not limited to, (claims to) copyrights, design rights, trademark rights and patent rights - with regard but not limited to documents, texts, software and other works regarding the Order, Contract, Application,Products and Services belong to Spotr.
2. The Customer will be issued right of use for the Application that is non-exclusive, nontransferable to third parties and non-transferable or sub-licensable. The right of use is 4 Spotr © 2022 limited as defined in the Contract including but not limited to: amount of users, storage capacity and time.
3. Spotr has the right to use the Basic data in anonymous form for the improvement and expansion of algorithms, automated analyzes and artificial intelligence.
4. The Customer is not permitted to:
(i) sell, distribute, transfer its rights to anyone else or commercially exploit them in any other way than is explicitly permitted in the Contract;
(ii) make the Application available to someone who is not an Authorized User;
(iii) copy or reproduce the design or design of the Application or parts thereof;
(iv) use the Application or cause the Application (or any part of it) to be used to build a competing Application or assist someone to build a competing Application.
1. The service levels and the availability of the Application are stated in the Service Level Agreement. Maintenance windows, force majeure, disruption in third party services, internet outages and other circumstances beyond Spotr’s reasonable control are excluded.
2. The most recently filed version of the Service Level Agreement, as published on the website(s) of Spotr and available on Spotr.ai is always applicable.
1. Spotr is - subject to statutory disclosure obligations - obliged to maintain confidentiality vis-à-vis third parties who are not involved in the execution of the Order. This concerns all information provided to Spotr and all (numerical) results, advice and written statements resulting from the work that are not intended to provide to third parties. Spotr applies the standards regarding privacy and security as laid down in EU Data Protection Directive 95/46 / EC.
2. All information enriched by Spotr and the intelligence and benchmarks developed by Spotr are and remain the property of Spotr and may not be distributed by the Customer or made available to third parties without Spotr's permission.
1. In the event of force majeure, the fulfillment of the relevant and associated related obligation (s) will be suspended in whole or in part for the duration of presidential force majeure, without the Parties being obliged to pay any compensation in this respect. The 5 Spotr © 2022 Parties may invoke force majeure against each other if the Party notifies the other Party in writing of a claim for force majeure as soon as possible, submitting supporting documents.
2. Force majeure includes in any case government measures, traffic and transport disruptions, pandemics and epidemics, disruptions in the delivery of an endproduct, parts and / or tools, strikes, obstacles by third parties and unforeseen technical complications by both parties, including cyberattacks and DDos attacks. Force majeure also includes unforeseen circumstances with regard to persons and / or materials that are necessary for the implementation of the Contract, which are of such a nature that the implementation of the Contract becomes impossible or is so disproportionately expensive that fulfillment of the Contract cannot reasonably be required of one of the Parties.
3. If a Party fails to comply with an obligation arising from the Contract due to force majeure, the other Party can, if it is established that compliance will be impossible, or after the expiry of a reasonable period set in writing, terminate the Contract with immediate effect in writing with confirmation of receipt, without being obliged to pay any compensation. If Spotr has already partially fulfilled its obligations at the onset of the force majeure situation, Spotr is only entitled to payment for the goods or services delivered for the months before the onset of the force majeure situation. The remaining amount pre-paid by Licensee will be credited immediately.
4. There is no case of force majeure if a third party has not or not timely fulfilled its obligations to one of the Parties.
1. If a Party fails to comply with an obligation arising from the Contract, this damage causing Party will pay the direct damages suffered by the other Party per damage causing event, whereby a series of related damage-causing events count as one damage-causing event, up to a maximum of 50% of the annual license, unless the shortcoming cannot be attributed to the Party causing the damage.
2. Compensation for higher damages, or for indirect or consequential damages is excluded, unless there is intent or gross negligence. Indirect or consequential damages in any case include loss of profit, lost savings, lost opportunities, reduced goodwill, mutilation, destruction and loss of data and documents and damage due to business interruption. 6 Spotr © 2022
3. Each party is liable for damage caused by an error as referred to in Article 6: 170 of the Dutch Civil Code of that party, its personnel or the third parties deployed by it, caused to the other party, its personnel and / or third parties.
4. Spotr's liability for attributable failure to comply with the Contract only arises when the Customer gives Spotr written notice of default, whereby a reasonable period is used to settle the defect, and Spotr also imputably fails to meet its obligations after that period.
5. Spotr is not liable for damage caused by the Customers failure to provide correct information that Spotr, in its opinion, needs for the correct execution of the Contract.
6. Apart from the aforementioned liability, Spotr has no liability whatsoever for compensation to the Customer and / or third parties, regardless of the ground on which an action would be based.
7. A claim will in any case lapse if Spotr has not been notified of this claim in writing within one year after the discovery of an event or circumstance giving rise to liability.
1. The Contract is governed by the Dutch law.
2. If the Customer and Spotr are registered in the same country, any dispute arising in connection with the Contract which cannot be settled amicably shall be submitted for resolution to the jurisdiction of the competent courts at Spotr’s place of registration.
3. If Customer and Spotr are registered in different countries, any dispute arising in connection with the Contract which cannot be settled amicably shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance therewith. Place of arbitration shall be Spotr’s place of registration. The language of the proceedings and of the award shall be English.
1. Spotr is authorized to change these General Delivery Terms and Conditions. The most recently filed version of the General Terms and Conditions of Delivery, as published on the website(s) of Spotr and available on www.voorwaarden.net, is always applicable.
2. In the event that one or more provisions of these General Terms and Conditions ofDelivery prove to be void, these General Terms and Conditions of Delivery will remain in effect for the rest. In that case, a legally valid provision replaces the void provision(s) in terms of content, purport and effect as closely as possible to the invalid provision(s). 7 Spotr © 2022
3. The Customer is not entitled to transfer his rights and obligations under the Agreement without the prior written permission of Spotr.