Terms

Last updated December 12, 2024

Chapter 1. General Provisions

Article 1. Applicability

1.1 These Terms and Conditions apply to all offers, contracts, and services provided by DM Champ B.V. ('DM Champ'), including AI-driven software for customer engagement, scheduling, and personalized communication via platforms such as WhatsApp.

1.2 Departures from and additions to these terms shall only be valid if agreed upon in writing.

1.3 The applicability of Customer's purchasing or other conditions is specifically excluded.

1.4 If any provision is found to be null and void, the remaining provisions shall remain in effect. Parties shall consult to replace nullified provisions.

Article 2. Offers

2.1 All offers and communications from DM Champ are subject to confirmation unless otherwise stated in writing.

2.2 Customer guarantees the accuracy of the information provided, which forms the basis of DM Champ’s offer.

Article 3. Price and Payment

3.1 Prices are exclusive of VAT and other levies unless stated otherwise. Payments are to be made in euros (EUR).

3.2 Cost estimates or budgets do not confer rights unless explicitly agreed in writing.

3.3 In cases involving multiple Customers, each shall be jointly and severally liable.

3.4 DM Champ’s records shall serve as conclusive evidence regarding the services provided and amounts due.

3.5 DM Champ reserves the right to adjust prices periodically and will notify Customer accordingly. If Customer disagrees, they may terminate the contract in writing within 30 days.

3.6 Payments must be made as per the agreed terms. DM Champ may suspend services for non-payment.

Article 4. Term of the Contract

4.1 Contracts are typically entered into for a one-year term unless otherwise specified.

4.2 Contracts will be automatically renewed unless terminated by either party with a one-month notice before the term ends.

Chapter 2. Service Provision

Article 5. Performance

5.1 DM Champ will perform services with due care and in accordance with written agreements. All services are performed on a reasonable-efforts basis unless a specific result is explicitly guaranteed in the contract.

5.2 DM Champ is not liable for loss or costs resulting from misuse of access codes unless due to deliberate intent or recklessness by DM Champ’s management.

5.3 DM Champ may replace personnel as necessary to fulfill contractual obligations.

Article 6. Backups

6.1 DM Champ is not responsible for making data backups unless explicitly agreed upon. If backup services are included, they will be performed as per the agreed schedule, typically weekly.

Chapter 3. Software

Article 7. Right of Use and Restrictions

7.1 DM Champ grants a non-exclusive, non-transferable license to use its software, strictly limited to the object code.

7.2 Customer shall not reverse engineer, decompile, or disassemble the software unless permitted by law.

7.3 The software may only be used within Customer’s organization. Use for third parties, including SaaS models, is prohibited unless explicitly agreed in writing.

7.4 Customer must comply with all usage restrictions and cooperate with any compliance checks by DM Champ.

Article 8. Guarantee

8.1 DM Champ endeavors to correct errors reported within three months of delivery. However, no guarantee is made that the software will be free of interruptions or that all errors will be resolved.

8.2 DM Champ may charge for error corrections if caused by Customer's misuse or unauthorized alterations.

Chapter 4. Limitation of Liability and Disclaimers

Article 9. Limitation of Liability

9.1 DM Champ's total liability for any attributable failure in performance of the contract or any other basis is limited to direct damages up to the amount paid by the Customer for the specific service, with a maximum of EUR 500,000.

9.2 DM Champ is not liable for indirect, consequential, or incidental damages, including but not limited to loss of profits, business interruption, loss of data, or claims from third parties, even if DM Champ has been advised of the possibility of such damages.

9.3 DM Champ provides its software 'as-is' and makes no warranties or guarantees regarding the accuracy, reliability, or results of using the software. The Customer assumes full responsibility for the use of the software and any decisions made based on its output.

Article 10. Disclaimer of Warranties

10.1 DM Champ disclaims all warranties, express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. DM Champ does not guarantee that the software will be error-free, secure, or operate without interruption.

10.2 Any use of the software is at the Customer's own risk, and DM Champ is not responsible for any loss or damage arising from such use, including but not limited to inaccuracies, software bugs, or data loss.

Article 11. Indemnification

11.1 Customer agrees to indemnify, defend, and hold harmless DM Champ, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising out of or related to the Customer's use of the software or breach of these terms and conditions.

Chapter 5. Subscription Costs and Adjustments

Article 12. Subscription Costs and Adjustments

12.1 The Customer agrees to pay the monthly subscription fees for the use of DM Champ's software as agreed upon during the contract initiation. These fees are due in advance and are non-refundable.

12.2 DM Champ reserves the right to modify the subscription fees and associated user costs every three (3) months. Any changes will be communicated to the Customer in writing at least 30 days before the new fees take effect.

12.3 If the Customer does not agree with the fee adjustment, they may terminate the contract in writing before the new fees come into effect. Failure to terminate will be deemed acceptance of the new fees.

Chapter 6. Data Protection and Privacy

Article 13. Data Protection

13.1 DM Champ will process Customer data in compliance with applicable data protection laws, including the GDPR. Customer consents to the collection and processing of data as necessary for the provision of services.

13.2 DM Champ implements appropriate technical and organizational measures to protect personal data against unauthorized access, loss, or destruction.

Article 14. Privacy Policy

14.1 Customer agrees to DM Champ's privacy policy, which outlines how personal data is collected, used, and shared. The privacy policy is subject to change, and continued use of the software constitutes acceptance of any changes.

Chapter 7. User Conduct and Acceptable Use

Article 15. User Responsibilities

15.1 Customer agrees to use the software in accordance with all applicable laws and regulations. Prohibited activities include, but are not limited to, using the software for illegal activities, spamming, or distributing malicious content.

15.2 DM Champ reserves the right to suspend or terminate access to the software if Customer violates these terms.

Chapter 8. Termination and Cancellation

Article 16. Termination by Customer

16.1 The Customer may terminate the contract at any time with a 30-day written notice if dissatisfied with service or pricing changes.

16.2 Upon termination, the Customer must cease all use of the software and return or destroy all copies of it.

Article 17. Termination by DM Champ

17.1 DM Champ may terminate the contract immediately if the Customer breaches any term of the contract, including non-payment or misuse of the software.

17.2 DM Champ is not liable for any damages arising from termination under this article.

Chapter 9. Escrow and Source Code

Article 18. Source Code Escrow

18.1 DM Champ will not provide the source code to the Customer except under specific escrow conditions agreed upon in a separate contract.

18.2 In the event of DM Champ’s insolvency or bankruptcy, the source code may be released to the Customer as per the escrow agreement.

Chapter 10. Compliance with Local Laws

Article 19. Legal Compliance

19.1 Customer is responsible for ensuring that the use of the software complies with local laws and regulations.

19.2 DM Champ is not liable for any penalties or legal issues arising from the Customer’s non-compliance with local laws.

Chapter 11. Dispute Resolution

Article 20. Alternative Dispute Resolution

20.1 Before resorting to litigation, parties agree to attempt to resolve disputes through mediation or arbitration. If such methods fail, the dispute will be handled by the District Court in Rotterdam, as stated in Article 29.

Chapter 12. Final Provisions

Article 21. Applicable Law and Disputes

21.1 Dutch law governs all contracts between DM Champ and the Customer. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

21.2 Disputes will be resolved by the District Court in Rotterdam, unless mandatory law dictates otherwise.