Terms and Conditions TUDesc

1 DEFINITIONS

The following definitions apply to these terms and conditions (hereinafter "Terms and Conditions"):

Cookbook Education Spaces: the description of requirements for lecture halls, classrooms and study workplaces at Technische Universiteit Delft;
Customer: the legal entity representing an institute, such as a university, obtaining a License of Use;
IP Rights: the legal rights to protect the Software Application and its related Products and Services;
License of Use: Customer’s subscription to one of the eight versions mentioned in Article 5 to use the Software Application and its related Product and Services;
Order: the Customer’s request and completed registration to obtain a License of Use;
Privacy policy: the way how TUDesc collects and manages the Customer’s data as stated on its website https://tudesc.com/;
Product: the report produced by Customer using the Software Application;
Services: activities related to the use of the Software Application, its modules and its add-ons, carried out by or on behalf of TUDesc;
Software Application: the ‘Interactive Education Spaces Configurator’ application as designed and developed by TUDesc; and
TUDesc: TUDesc B.V., a private company with limited liability, incorporated under the laws of the Netherlands, having its registered seat at Delft and its principal place of business at (2628 CE) Delft, Landbergstraat 15, registered at the Dutch Chamber of Commerce under number 77960122.

2 APPLICABILITY

These Terms and Conditions apply to the Order, License of Use, Product and Service provided to Customer by TUDesc.

3 LICENSE OF USE

The Software Application is licensed and not sold to Customer by TUDesc.
All individuals employed at Customer can use the License of Use obtained by Customer.
Customer may try the Software Application in a trial period for fourteen (14) days free of costs and without any obligations before obtaining the License of Use. Customer is informed about the trial period possibility during the registration process.
Customer will have full access to the Software Application and Services during the trial period, but for only one (1) education space.
The License of Use is valid for twelve (12) months and has to be extended each year.
Customer will receive information on how to extend the License of Use two (2) months before the term mentioned in Article 5 ends. If Customer refrains to extend the License of Use (in time), the registration process must be completed again in order to be able to reuse the Software Application, Services and Product.
If TUDesc discovers any misuse of the Software Application, Services and Product by Customer TUDesc has the right to withdraw the License of Use with immediate effect.

4 PRIVACY AND (PERSONAL) DATA

The privacy of Customer is important to TUDesc. Consequently, TUDesc only uses preferences cookies.
Customer ensures that all information, which TUDesc indicates to be necessary for, or for which Customer should reasonably understand that it is necessary for obtaining the License of Use, is correctly provided
Personal data provided by Customer is processed in accordance with the Privacy Statement.
Data of configured education spaces by Customer is saved and stored in TUDescs’ database under Customer’s account. Such stored data is retrievable by all individuals employed at Customer.
TUDesc may use data of configured education spaces for quality improvement purposes.
Data of configured education spaces remain stored up to one (1) year after the License of Use has ended.

5 LICENSE OF USE AND PAYMENT

The following eight (8) versions of the License of Use are available: 1) for a number up to 20 education spaces, 2) up to 50 education spaces, 3) up to 100 education spaces, 4) up to 200 education spaces, 5) up to 300 education spaces, 6) up to 400 education spaces, 7) up to 500 education spaces, and 8) unlimited number of education spaces.
Prices for the License of Use are VAT excluded.
Payment is possible online or through invoice. The License of Use shall be active when Customer’s payment is received by TUDesc. Payment term is fourteen (14) days after the invoice request by TUDesc.

6 PERFORMANCE BY TUDesc

TUDesc will carry out its work to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
If and insofar as a proper execution requires, TUDesc has the right to have certain work done by third parties.

7 REQUESTS AND COMPLAINTS

If Customer encounters an error, discovers an inaccuracy, detects a breach in security, has a comment or needs additional advice then TUDesc is happy to receive such a request in writing by e-mail to info@tudesc.com.
Complaints received by TUDesc are answered within a period of seven (7) days after receipt. If a complaint requires a foreseeable longer processing time, TUDesc will inform Customer about this within the same seven (7) days, stating the period in which Customer can expect a response.
Customer acknowledges that minor and/or commercially acceptable deviations with regard to the Product and/or Services cannot be a valid reason for a complaint.

8 GUARANTEE AND LIABILITY

TUDesc provides Product and/or Services based on the Cookbook Education Spaces version 2.0.
The warranty referred to in Article 1 relates to the Software Application. The generated figures and pictures are reliable and accurate to the best of the knowledge of TUDesc. Any liability arising out of or deriving from the Product towards third parties is explicitly excluded.
TUDesc is not liable for indirect, incidental or consequential damage of whatever nature suffered by Customer. In the event of any direct damage for which TUDesc is legally liable to Customer, the liability will be limited to items that fall under the cover of its professional liability insurance, whereby any liability is furthermore limited to the amount paid out under this insurance policy.

9 INTELLECTUAL PROPERTY RIGHTS

TUDesc respects intellectual property and expects Customer to do the same. Customer acknowledges TUDesc’s ownership of IP rights and refrains from any use or behaviour that may damage or otherwise adversely affect IP rights.

10 FORCE MAJEURE

TUDesc is not liable for any damage as a result of a delay in delivery or non-delivery caused by circumstances that prevent the fulfilment of the obligation resting on TUDesc. These may not be attributed to TUDesc when they are not due to its fault or by law, legal act or generally accepted views, such as - but not limited to - war, danger of war, strike, fire, flood, earthquake or bankruptcy of the third parties engaged by TUDesc.
If, due to force majeure, TUDesc is unable to meet its obligations within a reasonable period of time it may dissolve the Order in whole or in part without paying any compensation to Customer.

11 APPLICABLE LAW AND DISPUTES

Dutch law applies to these Terms and Conditions. For all disputes the court of Rotterdam has exclusive jurisdiction. The Vienna Sales Convention is explicitly excluded.

12 INVALID PROVISIONS

If any provision of these Terms and Conditions should prove to be invalid then:
1. the other provisions of these Terms and Conditions will nevertheless remain active; and
2. the ineffective provision must be interpreted as or converted into an effective provision within scope.

13 ADJUSTMENT OF TERMS AND CONDITIONS

TUDesc may amend these Terms and Conditions from time to time. TUDesc provides the most recent version through its website, which should be consulted by Customer. If the Terms and Conditions are not available via the Internet, TUDesc will send the most recent copy to Customer by email upon request.

TUDesc B.V.

Version 1.3, June 12, 2020