Terms & Conditions
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Last update: January 2020
Our general terms & conditions are applicable to all offers and agreements of TimeSquare B.V. (hereinafter “TimeSquare”), having its registered office at Oude Rijn 92, 2312 HH Leiden, Netherlands, registered in the Dutch Commercial Register of the Chamber of Commerce under number 62546473, orally or in writing, concerning the delivery of Services and/or Deliverables to Clients, safe as explicitly agreed otherwise in writing by TimeSquare.
The Client acknowledges to be informed of and to have accepted these general terms and conditions, excluding the application of any general or specific terms and conditions of the Client.
Client means each party being provided by Deliverables and / or Services from TimeSquare.
Deliverables means all works, products, applications, digital solutions, improvements, adaptations, inventions and innovations which result from the Services carried out by TimeSquare in execution of its agreements with Clients.
Services means the consultancy, development and related services regarding the development, operation, maintenance and performance of digital solutions provided by TimeSquare to the Client.
End User means the user of the Deliverables.
Intellectual Property Rights means all patent rights, trademarks, designs and models, copyrights, rights in databases, proprietary rights in know-how, including trade secrets and other confidential information, and any other form of legally protectable intellectual or industrial property rights under any jurisdiction whatsoever.
Third Party Changes means all changes made or caused by third Parties, such as, but not limited to, third Party application stores, API’s or Client development, that may result in a possible delay in the operation or the availability of the Deliverable(s).
All offers by TimeSquare are without engagement. There will only be a binding agreement between the parties, upon written confirmation of an order by TimeSquare, or upon execution of the order by TimeSquare.
Only the directors and the person(s) that is (are) explicitly authorized by one of the latter (such as a dedicated project manager), is (are) entitled to enter into an agreement on behalf of TimeSquare.
4. Term, termination and acceptance
The term of an offer will be as specified in the offer. The providing of Services and/or Deliverables will commence on the effective date as mentioned on the relevant offer and (except where a term is indicated on the offer) will continue (unless lawfully terminated) until all Services by TimeSquare have been performed and the Deliverables have been provided to the Client and the Client has paid the fees due in respect of those Services and the resulting Deliverables.
Where a delivery term is indicated in the relevant offer, this is only indicative and without engagement to TimeSquare. TimeSquare will make best efforts to respect such term.
Where the Client is requested to provide TimeSquare with information, specifications, purchase orders and /or any invoice data required for the internal acceptance procedure of the Client, or instructions for permitting the execution of the offer, he will do this in a timely manner and with sufficient detail, accuracy and completeness as reasonably required by TimeSquare. If this information is not provided in accordance with the provisions of these terms and conditions, TimeSquare will be entitled to postpone the delivery of Services and/or Deliverables until the required information is provided.
Without prejudice to its other rights and remedies, either party may terminate an offer with immediate effect by written notice to the other party by registered mail, without prior notice, notice period and/or court authorization, if the other party is in material breach of the general terms and conditions and either (i) that breach is incapable of remedy within a reasonable period, or (ii) the party has failed to remedy the breach within thirty (30) days after receiving written notice.
Without prejudice to its other rights and remedies, either party may terminate an offer with immediate effect by written notice to the other party by registered mail, without prior notice, notice period and/or court authorization, upon the following events: (i) a court order is made for the winding up of the other party; (ii) an effective resolution is passed for the winding up of the other party (other than for the purposes of amalgamation or reconstruction); (iii) the other party has a receiver, manager, administrative receiver or administrator appointed in respect of it; or (iv) the other party is unable to pay its debts as they fall due or its assets are worth less than its liabilities on a balance sheet basis.
The Client shall promptly inspect all Services and/or Deliverable(s) upon receipt (whether physically or electronically) for defects. The Client shall notify TimeSquare via e-mail of any nonconformity or defect within fifteen (15) days of receipt. If not, the Services and/or Deliverable(s) shall be deemed to be accepted by the Client.
The Client acknowledges that the nature of a single-year and a multi-year partnership is auto-renewable at the end date of the contract. All our contracts can be canceled, without an exit-clause, by simply sending a prior written notice (by letter or mail to email@example.com), at least 45 days before the end date of the contract. The annual fees are being stipulated by the offer, if not the pricing for the TimeSquare products will be published on our website.
All prices are established in EURO or in the currency that is agreed upon in the relevant offer. Unless parties have agreed otherwise, Services and Deliverables will be provided by TimeSquare at an annual flat-rate price agreed upon by the parties in the relevant offer. Possible changes in the Deliverables and additional Services requested by the Client will be subject to the signing of a new offer or will be invoiced in accordance with the rates or prices as applicable at the time of such request.
The VAT, other taxes and possible costs related to the Services and/or the Deliverables, provided by TimeSquare, including all taxes and possible costs that have been implemented since the effective date of the relevant offer, are charged to the Client.
TimeSquare will invoice the Client in accordance with the payment provisions specified in the relevant offer. Invoices will be paid by the Client to TimeSquare within 15 days from the invoice issue date, only by means of a bank transfer on the account number mentioned on the invoice.
Complaints related to the invoice are only receivable in case of a detailed notification of the complaint(s) referred to by the Client to TimeSquare in writing within ten (10) working days after invoice issue date (without any acknowledgement on the rightness of such dispute on the part of TimeSquare). If an invoice is not disputed in accordance with the provisions of this article, it is deemed to be accepted by the Client without reserve. The part of the invoice that is not disputed, will be paid immediately by the Client.
Insofar the invoice concerns Services which have already been finalised, payment by the Client of such invoice will entail the Client’s approval of the invoiced Services, except in case of contrary notification delivered by registered mail within ten (10) working days of receipt of the invoice.
In case the invoice is not paid entirely or partially on expiry date, all other invoices (irrespective of their expiry date) will be immediately and automatically due. In such case, interest will be due (without prior notice) at a rate of 1% per month as from the invoice date. Any started month will count as a complete month. Moreover, the Client will have to pay automatically and without prior notification and without further formality a lump sum of 10% of the invoice price, VAT excluded, with a minimum of 250 EUR, without prejudice to the right of TimeSquare to claim an indemnity equal to its actual losses. Moreover, TimeSquare shall be entitled to suspend the execution of the offer until receipt of all due amounts.
8. Intellectual property
All Intellectual Property Rights (i) arising solely from the separate invention or efforts of TimeSquare performing under an offer, or (ii) held by TimeSquare on the commencement date of an offer, shall remain the sole and exclusive property of TimeSquare, and except as expressly provided in these terms and conditions or as may be necessary for performing hereunder, the Client shall have no right or license to use any such Intellectual Property rights other than the use and commercial exploitation of the Deliverable(s) for the (limited) duration, as mentioned in the relevant offer.
All Intellectual Property Rights held by the Client on the commencement date of an offer, shall remain the sole and exclusive property of the Client, and except as expressly provided in these terms and conditions or as may be necessary for performing hereunder, TimeSquare shall have no right or license to use any such Intellectual Property rights other than during the provision of Services to the Client.
Consequently, the terms and conditions nor any offer between TimeSquare and a Client can affect or directly/indirectly result in the transfer of Intellectual Property Rights to the Client. The Client expressly acknowledges that TimeSquare can never be denied the right to use for other projects and purposes any TimeSquare software, tools, methodology, experience or know-how used and/or gained in the framework of an offer.
The parties undertake to keep strictly confidential (i) (the existence of) any agreement and any preceding projects, as well as (ii) all information and documents received from the other party or generally obtained within the scope of an offer (hereinafter “the Confidential Information”) and the parties shall not in any way disclose to third parties, directly or indirectly, the Confidential Information without the written prior consent of the disclosing party.
The above commitment does not cover the Confidential Information pertaining to the public area at the time of its disclosure. Upon termination of an offer, the receiving party shall remit to the disclosing party the Confidential Information and all documents, plans and other materials received from said disclosing party.
TimeSquare guarantees that the Deliverable(s) conforms in all material respects to the specifications in the relevant offer and offers a commercial warranty of 3 months from delivery for all inherent defects to the Deliverable(s), without prejudice to the limitations below. Any other warranty, whether express or implied, in relation to the Services and/or Deliverable(s) is excluded, to the extent legally permitted.
The Client acknowledges that this warranty shall not apply to any defects due to external causes, such as, without limitation: (i) natural disasters, including smoke, water, earthquakes or lightning; (ii) electrical power fluctuations or failures; (iii) the neglect or misuse of the Deliverable(s) or other failure to comply with the instructions set forth in the offer; (iv) a correction or modification of the Deliverable(s) not provided or approved in writing by TimeSquare; or (v) changes in third party dependencies.
TimeSquare provides no warranties of any kind in relation to: (i) the merchantability and/or fitness of any Deliverable(s) for a particular purpose (other than the one mentioned in the offer); (ii) the compatibility of any Deliverable(s) with the software and/or the hardware of the Client and/or any third party (other than the ones mentioned in the offer); (iii) the expectation of the Client that the Deliverable(s) will satisfy or may be customized to satisfy all or any of Client’s specific requirements (other than the ones mentioned in the offer); or (iv) the uninterrupted or error-free use of the Deliverable(s) by the Client or the End User.
The Client acknowledges that this warranty is limited to defects that are found to be due to TimeSquare’s development or testing procedures and not by the Client or third Party developed applications or solutions with the Deliverable(s).
11. Limited Liability
Each of the parties will be liable for their own actions or negligence. TimeSquare can only be held liable for damages caused directly by the Services and/or Deliverables (as they were delivered to the Client), due to TimeSquare’s actions or negligence, excluding any liability for indirect fees, costs, loss of profits, etc.
The liability of TimeSquare is in any case limited to the amount which was invoiced by TimeSquare in the then current year of the relevant offer.
TimeSquare offers Clients, like festivals, venues and theatres, to share content. Content may not be unlawful, misleading, discriminatory, fraudulent, infringing or violating someone else's rights, including intellectual property rights. TimeSquare does not accept any liability for damage or claims that arise from content that is uploaded by the Client.
Content that violates these provisions may be removed or blocked by TimeSquare. If TimeSquare is obliged to pay as a settlement for the unauthorized use of a photo or any other material uploaded by the Client, TimeSquare will charge this amount to the Client.
12. Absence of exclusivity
TimeSquare, nor the Client, are bound by any exclusivity obligation.
Within the scope of an offer, personal data of End Users may be collected and stored by TimeSquare on behalf of the Client. TimeSquare will respect the privacy of each End User.
The personal data will be processed in accordance with the applicable legislation concerning the protection of personal data, including the General Data Protection Regulation (GDPR European Directive (EU) 2016/679). The GDPR has replaced the Personal Data Protection Act with effect from 25 May 2018.
TimeSquare will not be liable for any damages, losses, theft, misuse, unauthorized access, disclosure, alteration, or destruction of personal data of End Users (directly or indirectly) caused by the Client.
14. General Provisions
The nullity or non-applicability of one or more provisions of these general terms and conditions will not have any effect on the validity or enforceability of the other provisions, which will remain fully applicable.
TimeSquare is authorised to subcontract certain or all of its obligations under an offer to a designated third party, and ensures that these general terms and conditions also apply to such third party subcontractor.
15. Applicable law & jurisdiction
Dutch Law is applicable to any dispute related to these terms and conditions. The Dutch courts will be exclusively competent for any dispute related to the closure, interpretation and execution of the terms and conditions. Before starting legal proceedings before the competent court, parties will however try to find an amicable settlement.
16. Updating our Terms
We are constantly improving our services and developing new functions to improve our Products for you. As a result, we may need to update these terms from time to time so that they continue to accurately reflect our services and practices.
Changes will only be made if the provisions are no longer suitable or if they are not complete and only if the changes are reasonable and duly take into account your interests.
Unless the changes are required by law, we will inform you (for example by e-mail or via our Products) at least 30 days before we make changes to these terms and we will give you the opportunity to view the changes before they take effect. Once the updated terms have entered into force, you are bound by these terms if you continue to use our Products.