GENERAL USER CONDITIONS FOR PERFECTVIEW ONLINE SOFTWARE APPLICATIONS:
By clicking on "YES, I HAVE READ AND HEREBY ACCEPT THE GENERAL USER CONDITIONS" during the
ordering procedure, you, the "Client", accept the general user conditions as included below from PerfectView B.V.
and her reseller(s), hereinafter "PerfectView", that apply to the use of the PerfectView online Application(s), after
which the Agreement for the use of the Application(s) comes into effect, hereinafter referred to as "Agreement".
“PerfectView” refers to PerfectView B.V. or the respective reseller depending on whether you directly entered into an
Agreement with PerfectView B.V. or with the reseller. The reseller may agree different licensing and payment terms
with you, which substitute the licensing and payment terms (articles 9 to 14 inclusive) in these user conditions. If you
are a direct client of PerfectView B.V., also the General Conditions and the General Processor Conditions of
PerfectView B.V. apply, which apply to all by PerfectView BV delivered products and services.
If you are representing a company or other legal entity, then you hereby affirm that you are the legal representative of
this company or entity and that you are authorized to legally bind this company or entity to these user conditions. In
this case, the term ‘you’ or ‘yours’ in this agreement applies to the company or entity you are representing. If you are
not a legal representative or do not agree with these conditions, then you need to terminate the ordering process.
As part of the Application, PerfectView offers you the use of the Application, including the browser interface and the
data coding, sending, access and storage. When registering for the Application or while using the Application, you
agree to adhere to this Agreement as well as any other directions given on the PerfectView website as referred to
within this Agreement, including, but not limited to, the PerfectView privacy and security policies.
PerfectView or the reseller will confirm the acceptance and the coming into effect of this Agreement to the Client.
DEFINITIONS
1. Definitions
As used in this Agreement and on Ordering forms that are used now or in the future in connection with this
Agreement: “General Conditions” refer to the general conditions of PerfectView B.V. or its reseller, which apply to
the Agreement; "the Application" refers to the specific version of the online application of PerfectView, which was
determined during the ordering process, which was developed, managed and maintained by PerfectView and which
are accessible via www.PerfectViewcrm.nl or a different appointed website or a different appointed IP address, or
online or offline supporting products and services that have been delivered to you by PerfectView and to which you
have received access through this Agreement, including the Technology and Content of PerfectView; "Ordering
form" refers to the form through which you first subscribed to the Application and every subsequent Order form that
you have submitted online or in writing, which includes information such as how many licenses and which additional
Applications you have contracted, the applicable rates, the invoicing term, and other costs as agreed between the
parties; each Ordering form needs to be added and become part of this Agreement (if the conditions of this
Agreement are in contradiction with the conditions of an Ordering form, the conditions of this Agreement apply);
"First Licensing term" refers to the period that users are using the application for the first time, after which period
the continuation period goes into effect; "Users" refer to your employees, representatives, consultants, contractors or
representatives who have been authorized to use the Application and to whom user names and passwords have
been given by you (or at your request, by PerfectView); "Starting date" refers to the date on which you accepted this
Agreement by clicking on "Yes, I accept" after this Agreement was shown or the date on which you start using the
Application, whereby the first date applies; "Contents" refer to the audio visual information, documents, software,
products and services that are part of the Application or are made accessible to you during your use of the
Application; "Intellectual Property rights" refer to non-patented inventions, patent applications, patents, design
rights, copyrights, trade marks, service names, trade names, domain name rights, masking rights, know how and
other rights to trade secrets, and all other intellectual property rights, derivatives thereof, and forms of protection of
similar nature anywhere in the world; "Client data" refers to data, information or materials you have entered into the
Application or sent to the Application during your use of the application; "License administrator" refers to a user who
has been appointed and authorized by you to purchase licenses via the Application or by submitting written requests
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and create user accounts and in other ways administer the usage of the Application by you; "Licensing term" refers
to the period that a given number of Users have been given a license to use the Application according to one or more
Ordering forms; "Agreement" refers to these online user conditions, possible Ordering forms submitted in writing or
online, and all the material on the website of PerfectView to which is specifically referred to in this Agreement, in
which the material, including the conditions of this Agreement, can be regularly updated by PerfectView at its own
discretion; “SaaS” refers to Software as a Service, which is the Software that is offered by PerfectView as an online
service via internet or a different data network; "Technology of PerfectView " refers to all proprietary technology of
PerfectView (including software, hardware, products, processes, algorithms, user interfaces, know how, techniques,
designs and other material or immaterial technical materials or data) that have been made available to you by
PerfectView at the time of delivery of the Application; “Reseller” refers to the resellers of the online application of
PerfectView as appointed by PerfectView B.V. or its distributor(s) .
GENERAL
2. Privacy and security
The privacy agreement containing the privacy and security policies of PerfectView is applicable to the use of the
Application and can be viewed on www.PerfectViewCRM.nl. PerfectView reserves the right to reasonably change the
privacy and security policies at its own discretion. When individual users register for the first time, they may be asked
if they wish to receive, regular or irregular, marketing-related or otherwise non-critical Application-related messages
from PerfectView. Users may opt-out of receiving such messages at any time, by changing their preferences on their
personal page. As the Application is a hosted solution, PerfectView may at certain times inform all users (irrespective
of whether they have opted-out as described above) about important updates regarding the functioning of the
Application. If you become a paying customer of the Application, you agree that PerfectView may publicly disclose
the fact that you are a paying customer as well as the version of the Application you are using.
3. License granted and limitations
PerfectView hereby grants you a non-exclusive, non-transferable license to use the Application solely for the purpose
of your own internal use in line with the conditions as laid down in this Agreement. All rights that are not explicitly
granted to you are reserved for PerfectView and its licensors. User licenses may not be shared or used by more than
one individual User, but may be granted anew to new Users replacing prior Users who have left the company or
whose job status or position has changed in such a way that they no longer make use of the Application.
If you are a direct competitor of PerfectView, then you may only use the Application with prior written permission from
PerfectView. Further, you refrain from using the Application for monitoring the availability, performance or
functionality of the Application or otherwise refrain from using it for competitive purposes.
You are not allowed to (1) give out, sell, resell, transfer, allocate, distribute or otherwise commercially exploit or make
available to third parties the (sub)licenses of the Application; (2) create derivative works of the Application or its
Content; (3) make 'web connections' to the Application or create a ‘frame’ or ‘mirror’ on a different server or on a
wireless or an internet based device; or (4) reverse-engineer the Application or open the Application to (a) develop
competing products or services, (b) develop products in which the same ideas, services, functions or images as those
in the Application are used or (c) copy ideas, services, functions or images of the Application.
You are allowed to use the Application solely for your own internal use and you will refrain from: (a) sending or storing
hurtful, offensive, threatening, defamatory or otherwise illegal material, including material that is harmful to children or
which infringes the privacy rights of third parties; (b) sending or storing material that contains software viruses,
worms, Trojan horses or other damaging computer code, files, scripts, agents or programs; (c) disturbing or inflicting
damage to the integrity of the performance of the Application or the data contained therein; or (d) attempting to get
impermissible access to the Application or joint systems or networks.
4. Responsibilities
You are responsible for all actions taken under your user accounts and are required to adhere to all applicable local,
provincial, national and international laws, treaties and regulations in connection to the use of the Application,
including laws, treaties and regulations concerning data privacy, international communication and transmission of
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technical or personal data. You should: (1) notify PerfectView immediately about any unauthorized use of a password
or account or any other known or suspected breach of security; (2) notify PerfectView immediately and take all
reasonable actions to immediately stop the copying or distribution of Content as soon as this practice becomes
known to or suspected by you or your users; and (3) not misrepresent yourself as another user of the Application or
provide incorrect identity data to get access to or use the Application.
5. Client information and data
PerfectView is not the owner of the data, information or material submitted by you to the Application during the use of
the Application (also referred to herein as “Client Data”). You, and not PerfectView, are responsible for the accuracy,
quality, integrity, legality, reliability, suitability and intellectual property or your user rights with respect to all Client
Data. All data submitted by you will be submitted taking into account the applicable laws concerning the processing of
personal data, including the (Dutch) Law on the Protection of Personal Data (‘Wet Bescherming Persoonsgegevens’).
Under the legislation with respect to the processing of personal data, the Client has obligations towards third parties,
such as the obligation to notify personal data breaches with the relevant privacy authorities and/orStakeholders, the
obligation to provide information, as well as allow the inspection, correction and removal of personal data of a
stakeholder. The responsibility for compliance with these obligations lies fully and exclusively with the Client.
PerfectView provides her Online services as a ‘processor’ in terms of the (Dutch) Law on the Protection of Personal
Data (Wbp). Unless agreed otherwise, the general processor conditions of PerfectView explicitly apply to this
Agreement and the relationship between the Client, as Responsible Party for the processing of personal data, and
PerfectView as processor on behalf of the Client.
If this Agreement is terminated for other reasons than a breach of contract by you, PerfectView will make available to
you a file with Client Data within thirty (30) days of ending this Agreement if so requested by you at the time of ending
the Agreement. In case of breach, including but not limited to non-payment by you, PerfectView reserves the right to
withhold, remove and/or ignore Client Data without notice. Upon termination with cause of the Agreement, your right
to open or use Client Data will immediately cease and PerfectView is under no obligation to maintain or transmit
Client Data.
6. Intellectual property
Only PerfectView (and its licensors) owns all rights, claims and interests, including all accompanying Intellectual
Property Rights, to the Technology, Content and Service of the Application and possible suggestions, ideas, requests
for improvements, feedback, recommendations or other information which you or any other party have submitted in
connection to the Application. This Agreement is not a sales contract and does not grant you any property rights to or
in connection with the Application, Technology or Intellectual Property Rights of the Application. The name
PerfectView, the PerfectView logo and product names related to the Application are trademarks of PerfectView BV
(and her licensors) and no right to use or license these is granted through this Agreement.
7. Data storage and Fair Use Policy
You are allocated free disk space as mentioned in the Application or in the Ordering form (online or in writing). A Fair
Use Policy applies to this disk space allocation. The accompanying fair use data limit implies that in cases of
excessive usage, PerfectView can request you to limit your data storage or charge you with a storage fee.
PerfectView reserves the right to change the data limits in connection with the storage of Client Data.
8. Internet delays
PerfectView Services may be subject to limitations, delays and other problems that are inherent to the use of Internet
and electronic communication. PerfectView is not responsible for delays, interruptions during delivery or any other
damage arising from these problems.
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Licensing and payment terms
9. Fees: costs and payment
You are required to pay all costs or fees for your account according to the costing, pricing and invoicing conditions
applicable at the time that these fees are due. The start-up costs are equal to the number of requested user licenses
at the time of your first order, multiplied by the applicable fees for user licenses at that time. You are required to pay
all user licenses for the entire Licensing Term, regardless of whether these user licenses are actually being used.
Payment responsibilities cannot be cancelled, suspended and/or cleared, and payments made cannot be refunded.
When registering for your account, you are required to supply PerfectView with a valid and approved purchase order.
An authorized License Administrator may add additional licenses in the Application. The following applies to
additional licenses: (1) the same licensing term applies as with existing Licenses; (2) the licensing fees for additional
licenses are equal to the applicable fees at the time of ordering; and (3) licenses that have been added during a term
are charged for the remainder of the term.
PerfectView reserves the right to adjust fees and costs and introduce new costs at any time, of which you will be
informed via email at least thirty (30) days in advance. All pricing conditions are confidential and you agree to not to
make these available to third parties.
10. Invoicing, continuation and indexation
Licensing fees for the use of the Application are due and invoiced by PerfectView in advance of the Licensing Term.
PerfectView does a direct debit order against your credit card or account (authorized) or sends an invoice. Additional
licenses are invoiced in full and in advance until the end of the first Licensing Term or continuation term.
The continuation costs are equal to the total number of licenses multiplied by the licensing fees applicable during the
preceding licensing term. Fees for other services are invoiced based on the prices as indicated on the Ordering form.
Costs are given exclusive of taxes, levies or duties.
PerfectView reserves the right to index the Applicable fees on a yearly basis according to the index number of the
Dutch Central Statistical Office (‘CBS’) with respect to salaries as determined in the Collective Labour Agreement for
the Business Services industry, taking into account that the year of the commencement of the Agreement is set to
hundred (100).
You agree to provide PerfectView with complete and accurate invoicing and contact information. This information
includes your legal business name, address and email address, as well as the name and phone number of an
authorized contact for invoicing and your License Administrator. You agree to inform us within thirty (30) days of any
changes to this information. PerfectView reserves the right to terminate your access to the Application and potentially
take other legal action if the contact data provided are incorrect or fraudulent.
If you find your invoice is incorrect, you are required to inform us in writing within twenty (20) days of the date of
invoice in order to qualify for a correction or credit to your account. After this, the invoice is considered to be correct
and your right to a correction expires.
11. Default and suspension
Notwithstanding other rights that this Agreement allocates to PerfectView, PerfectView reserves the right to defer this
Agreement and your access to the Application if your account is in arrears. An interest of two per cent (2 %) per
month or the legal allowable maximum (whichever is the lowest) as well as all collection fees, are charged on the
outstanding balance of any overdue invoices (accounts in arrears). During the deferment period, you are still required
to pay the user licenses fees. If you or PerfectView terminate this Agreement, you are required to pay the outstanding
balance of your account as calculated in accordance with the clause Fees: Costs and Payment, including interest
due. You agree that PerfectView can debit your credit card or otherwise invoice you for any such unpaid fees.
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PerfectView reserves the right to charge you for additional costs for a renewal of the connection in such case where
your account has been deferred and you request access to the Application afterwards. You agree and hereby affirm
that PerfectView is not required to store Client Data and that this Client Data may be permanently removed if your
account is thirty (30) days or longer in arrears.
12. Term of this Agreement
This Agreement goes into effect from the Commencing Date. The Licensing Term for user licenses as selected by
you during the (online) ordering procedure or via a signed quotation starts as soon as the order has been submitted.
After the first Licensing Term has expired, this Agreement is automatically continued, with consecutive terms of one
(1) year each, being the continuation term. Additional licenses are automatically continued together with the licenses
from the First Licensing Term after the Licensing Term has expired, being the continuation term.
13. Licenses: Termination
You may cancel this Agreement only by notifying PerfectView about your intention to do so by registered mail or
email at least three (3) months in advance of the next Licensing term. The cancellation needs to be done by a heretoauthorized person. After confirmation by PerfectView, this agreement will terminate at the end of the Licensing term.
PerfectView may terminate this Agreement by notifying you via the application, by email or in writing at least six (6)
months prior to the next Licensing term. PerfectView enables you to access the Application until thirty (30) days after
the termination date to extract and save your (Client) data. You agree and hereby affirm that PerfectView is not
required to store this (Client) data longer than thirty (30) days and that this data may be removed after thirty (30) days
after the termination date.
14. Termination for cause
Failure to fulfil your payment obligations or use of the Technology or the Application of PerfectView without
permission will be considered a breach of this Agreement. PerfectView reserves the right to terminate your password,
account or use of the Application if you breach or otherwise do not comply with this Agreement. PerfectView also
reserves the right to terminate a free account at its own discretion at any time. You agree and accept that
PerfectView is not required to save Client Data and can remove this data if you commit a material breach of this
Agreement, including but not limited to non-payment of outstanding fees, and if you have not corrected this breach
within thirty (30) days of being notified of this breach.
WARRANTIES
15. Affirmations and warranties by the Client
You affirm and warrant that you have the legal power and authority to enter into this Agreement. You affirm and
warrant that you have not registered yourself with a false identity and have not provided incorrect data to gain access
to the Application, and your invoicing data is accurate.
16. Affirmations and warranties by PerfectView
PerfectView does not warrant that the Application to be kept available in the context of the SaaS service is faultless
and operates without interruptions. PerfectView will endeavour to fix any errors in the Application within a reasonable
time frame and insofar as the defects have been described in detail and reported in writing by the Customer to
PerfectView. PerfectView may in some cases determine to postpone the repair of the defects until a new version of
the Application is brought into use. PerfectView does not warrant that defects in the software that were not developed
by PerfectView itself will be corrected. PerfectView is entitled to apply temporary solutions or introduce program
workarounds or problem-avoiding restrictions into the Application. If the Software was developed on behalf of the
Client, PerfectView can charge the costs of repair to the Client according to its usual rates. The Client will identify the
risks to its organization and, if necessary, take additional measures on the basis of information provided by
PerfectView concerning measures to prevent and reduce the effects of disruptions, defects in the SaaS service,
corruption or loss of data or other incidents. PerfectView agrees to reasonably cooperate at the request of the Client
with further measures to be taken by the Client, based on (financial) conditions as set by PerfectView. PerfectView
shall never be obliged to recover damaged or lost data. PerfectView does not warrant that the Application is promptly
adapted to changes in relevant laws and regulations.
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OTHER
17. Notification
PerfectView may send notifications through a general message via the Application, or via sending an email to your
email address as registered in the PerfectView account data or via a letter sent by post to the address as registered
in the PerfectView account data. PerfectView assumes that you will have received such a notification within fortyeight (48) hours (when sent by post) or within twelve (12) hours (when sent by email). You may send notifications to
PerfectView at any time via one of these methods (taking into account that this notification will be seen as delivered
upon receipt by PerfectView): by fax sent with confirmation to PerfectView at the following number +31 (0) 887 751
311; by letter sent by post to PerfectView at the following address: PerfectView BV, P.O. Box 270, 5201 AG, DEN
BOSCH, the Netherlands, to the attention of: the Board of Directors.
18. Changes to conditions
PerfectView reserves the right to change the conditions of this Agreement or the policy with regard to the Application
at any time. The updated version of this Agreement goes into effect as soon as it has been published via the
Application. You are responsible for checking this Agreement on a regular basis. If you continue to use the
Application after such changes have taken effect, you agree to accept these changes.
19. Assignment; Changes in Executive Management
This Agreement may not be assigned by you without prior written permission by PerfectView, but may be assigned
without your permission by PerfectView to (1) a mother company or daughter company, (2) a company that has
acquired fixed assets or (3) a company that has arisen from a merger. Each intended assignment that is inconsistent
with this clause is considered invalid. At each proposed or actual change in executive management of your company
that results or would result in a direct competitor of PerfectView owning or controlling directly or indirectly fifty per cent
(50%) of your company, PerfectView may immediately terminate this Agreement with cause upon written notification.
Questions or additional information:
If you have questions about this Agreement or wish to receive additional information, you may send an email to
[email protected].
The document as given above concerns a translation from the original Dutch document. In cases of dispute, the
original Dutch document applies
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