General Terms and Conditions for Business Customers
version 1.0 – 09-2020
We, Bold Security Technology B.V. (hereinafter referred to as “Bold“), focus on the development and supply of a physical access system (the “Bold Smart Cylinder“) and related mobile application (the “Bold App“).
These general terms and conditions (“Terms and Conditions”) apply to all offers, quotations and agreements whereby Bold provides goods and/or services to you as a business user (i.e. as a party acting in the exercise of a profession or business), including in any case the Product, the Bold App and the Website. Deviations from and additions to these Terms and Conditions are only valid if they have been agreed upon in writing between you and Bold. The purchase and use of our products and services by consumers are subject to the General Terms and Conditions Consumers.
Bold expressly rejects the applicability of your purchase or other terms and conditions.
You are advised to study the Terms and Conditions carefully. You can view the currently valid version of these Terms and Conditions on our website.
These conditions were last revised: 09-September-2020.
1. About us
Name: Bold Security Technology B.V.
Acting under the name: Bold
Business address: Proostwetering 41, 3543AC Utrecht
By telephone or Whatsapp – +31(0)85 060 7337
E-mail address: firstname.lastname@example.org
Chamber of Commerce number: 65757319
VAT number: NL 856247169B01
For the purposes of these Terms and Conditions the following terms shall mean:
Bold App: mobile application connected to the Bold Smart Cylinder, the main purpose of which is to open and close the Bold Smart Cylinder.
Bold or us: Bold Security Technology B.V., Proostwetering 41, 3543AC Utrecht.
Bold Smart Cylinder: the cylinder lock that can be opened and closed with the Bold App and a personal PIN code.
Intellectual Property Rights: patents, trademarks, service marks, logos, trade names, internet domain names, design rights, copyrights (including rights in computer software) and moral rights, database rights, semiconductor topography rights, utility models, know-how and other intellectual property rights, whether registered or not and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world.
Customer or you: the legal entity that purchases goods and/or services from Bold, including the Bold App and Bold Smart Cylinder, for its own benefit and/or for the benefit of others.
Confidential Information: all information, in whatever form (including written, oral, visual, electronic information or copies thereof), relating to the performance of the obligations under these Terms and Conditions and all agreements, Bold’s products and services, in particular the Bold App, Bold Smart Cylinder and Website and its business (including financial, commercial, strategic, sales and marketing information, forecasts, employee information, etc.) and all other information, in whatever form, provided by or on behalf of Bold in confidence or which by its nature is to be considered confidential.
Terms and Conditions: these general terms and conditions.
Website: website of Bold at https://bold.nl.
1. Offers, conclusion of contract and order
- All offers and other expressions of Bold are without obligation, unless Bold expressly indicates otherwise.
- The agreement between Bold and the Customer is concluded after Bold’s order confirmation by e-mail of an order by the Customer or by dispatch of an order in accordance with the order confirmation.
- All printed matter, all catalogues, advertisements, price lists, promotional materials and other information relating to the Bold App, Bold Smart Cylinder and Website (digital or otherwise) that describe technical data or product properties, provide only a general description and do not constitute grounds for all possible claims by the Customer.
- Bold does not warrant that the installation and use instructions supplied by Bold are error-free and that the items supplied have the properties stated in these instructions.
2. Order and execution of the agreement
- The Bold Smart Cylinder will be presented to you on our Website, where Customers can select and purchase this product. The presentation of products on the Website is not an offer in a legal sense. The offer is made by the Customer by completing the ordering process of the selected products. Our ordering process allows you to check and correct any errors before finalising your order. You can select the Bold Smart Cylinder by clicking on the [BUY] button and then the [IN SHOPING CART] button. You can also remove selected products from your shopping cart and replace them by pressing the [X] button or adjust the number of products shown in the shopping cart. Please carefully check your order and the information you have provided before placing your order. By clicking on the [Place order] button, you are making a binding offer to buy.
- Our receipt of your order will be confirmed by an automatic e-mail immediately after placing the order; this does not imply acceptance of the contract.
- We accept your order by sending you a separate order confirmation by e-mail or by shipping the products. We will strive to do this as soon as possible. Bold has the right to refuse orders without giving a reason, especially if the ordered product is no longer available.
- The delivery periods or dates mentioned by Bold or agreed between the parties are indicative target periods or dates and are thus not binding on Bold.
- If Bold does not have all products ordered by the Customer in stock, Bold may make partial deliveries where this is reasonable. Any periods such as delivery periods only start to run once the last partial delivery has taken place.
- The risk of damage, theft, loss or misappropriation of ordered products is transferred to the Customer at the moment that the Customer has the actual power of disposal, even if ownership has not yet passed to the Customer.
- The Customer is obliged to take delivery of the ordered products at the moment they are made available to him or at the moment they are delivered to him. If the Customer refuses to take delivery or fails to provide information or instructions necessary for delivery, the ordered products will be stored for a maximum of 4 weeks at the expense and risk of the Customer. In that case the Customer shall bear all related costs, including in any case storage costs.
- All obligations of Bold under any agreement or these Terms and Conditions are provided on the basis of Bold’s reasonable efforts (efforts based obligations) and are not performance obligations.
- The Customer waives his right of withdrawal.
- Sections 6:227b(1) and 6:227c of the Dutch Civil Code are not applicable.
3. Prices and terms of payment
- The prices shown on the Website are in euros including VAT and all other price components such as packaging, unless explicitly stated otherwise. Any shipping costs are also displayed on the Website and are also shown before the binding order is placed.
- Bold may change its prices at any time, but price changes do not affect a current order that has been accepted by Bold as described in article 2(3) above.
- Bold accepts payments by means of credit cards or online payment systems, such as PayPal and online banking. All related costs are at the expense of the Customer.
- Bold will send you an invoice for placed and accepted orders. Unless otherwise stipulated in the agreement, the invoice must be paid within 14 days of the invoice date.
- The Customer is not entitled to suspend payments or set off amounts owed.
4. Retention of title
- All products delivered by Bold to the Customer remain the property of Bold or its suppliers until all amounts owed by the Customer pursuant to any agreement with Bold, including the purchase prices for prior deliveries, have been paid to Bold, including, but not limited to, any damages owed, whether or not due to failure by the Customer to fulfil an obligation (or several obligations) towards Bold pursuant to an agreement or otherwise, as well as interest and/or collection costs owed.
- The Customer shall not pledge delivered products of which ownership has not yet been obtained or establish any other right on them.
5. Defects and complaint period
- The Customer is obliged to carefully check the products delivered upon receipt to ensure that the products delivered comply with the agreement with Bold, including whether the correct quantities and goods have been delivered and whether the products delivered meet the requirements for normal use.
- If the delivered order is not satisfactory, the Customer shall submit a detailed written complaint within a period of 30 days. This 30-day period commences on the day following the date of receipt of the products delivered. Bold has no obligation under the purchase agreement with the Customer to deal with complaints that have not been submitted within the aforementioned 30-day period, in which case the Customer’s rights lapse.
- If, in Bold’s opinion, repair is not possible, repair will take a long time or involve disproportionately high costs, Bold may decide to replace the delivered products free of charge.
- Bold is entitled to amend and/or supplement the Terms and Conditions at any time, whereby these amendments and/or supplements shall take effect for the future, in particular when introducing new products or this is required pursuant to changes in legislation. The most current version of the Terms and Conditions can be found at https://bold.nl/general-terms-and-conditions-for-business-customers.
- Bold is at all times entitled to supplement or change its products and services, including the Bold Smart Cylinder, Website and Bold App. Bold will make reasonable efforts to inform Customers of any material changes.
- Bold is not liable for interruptions, changes or termination of product development or services.
7. Warranties and liability
- The Customer acknowledges and agrees that the Bold Smart Cylinder, Bold App, Website or other products and services offered by Bold are made available to it on an “as is” basis and that Bold makes no warranties with regard to the Bold Smart Cylinder, Bold App, Website or other products and services offered by Bold. This means, inter alia, that Bold does not guarantee that the Bold Smart Cylinder, Bold App, Website or other products and services offered by Bold are free of defects.
- Bold is not liable for damage due to the Bold Smart Cylinder, Bold App, Website or other products and services offered by Bold and/or any failure in the performance of agreements or breach of other obligations towards the Customer. Furthermore, Bold is not liable for any damage due to incompleteness, inaccuracies and/or unlawfulness on the Website or the Bold App or use of the Website or the Bold App, other expressions of Bold or expressions and websites of third parties, regardless of whether Bold refers to them.
- The provisions of Article 7(2) above apply except in the case of intent or gross negligence.
- Any claim of the Customer for compensation of damage lapses after one (1) year after the event causing the damage.
- The Customer indemnifies Bold against all damage suffered by the Customer as a result of claims from third parties in connection with the Bold Smart Cylinder, Bold App, Website or other products and services offered by Bold.
8. Intellectual property rights
- The Customer acknowledges that all Intellectual Property Rights in the Bold Smart Cylinder, Bold App, Website or other products and services offered by Bold are the exclusive property of Bold or its licensor(s). Any right granted to the Customer in these Terms and Conditions or under any agreement is non-exclusive and the Customer may not sublicense, transfer or pledge such right.
- The Customer will not seek protection of Intellectual Property Rights or apply for such protection in any country in the world for the Bold Smart Cylinder, Bold App, Website or other products and services offered by Bold.
- The Customer may from time to time provide Bold with comments, suggestions, data, information or feedback (“Feedback”) on the Bold Smart Cylinder, Bold App, Website or other products and services offered by Bold. The Customer acknowledges and agrees that such Feedback may be freely used by Bold in its sole discretion for the design, development, improvement, marketing and commercialisation of the Bold Smart Cylinder, Bold App, Website or other products and services offered by Bold, without any restriction based on confidentiality or Intellectual Property Rights. The Customer further agrees that Bold may use any information sent with a warranty claim from the Customer as Feedback.
- The Customer will, both during the term of the agreement with Bold and for a period of five (5) years thereafter:
a) keep all Confidential Information secret and confidential and ensure that its officers, employees (both during and after their employment) and representatives keep it secret and confidential;
b) exercise the same care to prevent any unauthorised disclosure of the Confidential Information as it would normally exercise with respect to its own Confidential Information;
c) use the Confidential Information only in the performance of the obligations and rights under an agreement with Bold, and ensure that its officers, employees and representatives do likewise;
d) only disclose Confidential Information to its officers, employees and representatives to the extent reasonably required for the performance of an agreement with Bold, whereby the Customer shall inform them of the confidential nature of the Confidential Information and shall obtain from them written confidentiality obligations in accordance with this article 12;
e) promptly notify the other Party of any suspected or actual unauthorised use or disclosure of the Confidential Information and take all reasonable steps to prevent, restrict or remedy such use or disclosure.
- The obligations in article 12(1) do not apply to Confidential Information as demonstrated by the Customer:
a) must be disclosed under applicable law, provided that the Customer notifies Bold without delay of its obligation to disclose, and cooperates with the other party to avoid or limit disclosure;
b) was already in the Customer’s possession without any duty of confidentiality when it received it from Bold;
(c) was already in the public domain at the time of disclosure, except as a result of a breach of these Terms and Conditions; or
(d) has been developed independently without access to the Confidential Information.
10. Force majeure
- The parties are not obliged to fulfil their obligations under any agreement between them in the event of force majeure. Force majeure includes: (a) force majeure on the part of Bold’s suppliers, (b) non-compliance of their obligations by suppliers prescribed to Bold by the Customer, (c) defects in products, materials, equipment, goods or software prescribed by the Customer, (d) government measures, (e) failures in electricity, internet, network and telecommunication facilities, (f) illness of Bold’s personnel, (g) transport problems of Bold. The inability to deliver payments due is not regarded as a case of force majeure, unless the banking or payment infrastructure itself is affected.
- Dates and times at which Bold is obliged to fulfil obligations under any Agreement or the Conditions are automatically postponed for the period that Bold is unable to fulfil those obligations due to force majeure.
11. End of agreement
Each party is solely entitled to rescind an agreement with the other party in the event of (i) an attributable breach of the agreement by the other party, (ii) always after a written notice of default setting a reasonable term for remedying the breach, (iii) after which the other party remains in breach of (iv) essential obligations under the agreement, including the Customer’s payment obligation.
Each party shall be entitled to terminate the agreement in writing with immediate effect and without notice of default if the other party is granted a suspension of payments, an application for bankruptcy in respect of it, if its business is wound up or terminated, with the exception of restructuring or mergers of companies. Bold is also entitled to terminate the agreement with the Customer in the event of a change of decisive control over the Customer’s company.
12. Other provisions
- All agreements and other legal relationships between the Customer and Bold are governed by Dutch law. The application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna 1980), including subsequent amendments, is expressly excluded.
- Unless otherwise provided by mandatory law, the court in Utrecht will have exclusive jurisdiction to hear any disputes between Customer and Bold, including those relating to the acquisition of injunctive relief.
- To the extent permitted by law, the remainder of the agreement shall remain valid if any provision of these Terms and Conditions is nullified, is deemed null and void or is found not to be legally valid. The relevant legal provisions shall apply instead of the annulled, void or unenforceable provisions.
Bold Security Technology BV
GRP number: 65757319
VAT No: NL 856247169B01
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