1.1 In these general terms and conditions, the following definitions apply:
a. "Vetomedia": Vetomedia V.O.F., established at François HaverSchmidtwei 2, 8914 BC Leeuwarden, the Netherlands, registered with the Dutch Chamber of Commerce under number 61631345.
b. "Vetocare": the online software platform “Vetocare” offered by Vetomedia, including all associated modules, integrations, API’s and documentation.
c. "Customer": the legal entity, company or practice that enters into an Agreement with Vetomedia for use of the Platform.
d. "End User": any natural person who uses the Platform on behalf of or under the responsibility of the Customer.
e. "Agreement": the agreement between Vetomedia and the Customer under which Vetomedia provides the Services to the Customer, of which these general terms and conditions form an integral part.
f. "Services": the (SaaS) services provided by Vetomedia to the Customer via the Platform, including, if purchased, the Peppol module.
g. "Platform": the online environment managed by Vetomedia and the associated API’s used by the Customer.
h. "Peppol module": the optional module within the Platform that enables the Customer to send and/or receive electronic messages via the Peppol network.
i. "Additional Peppol Terms": the additional terms and conditions that specifically apply to the use of the Peppol module.
j. "Personal Data", "Data Subject", "Processor", "Controller" and "Processing": have the meanings assigned to them in the General Data Protection Regulation (EU) 2016/679 ("GDPR").
1.2 Where these general terms and conditions refer to "in writing", this also includes communication by e-mail or via the Platform, provided that the origin and integrity of the communication can be sufficiently established.
2.1 These general terms and conditions apply to all offers, quotations, Agreements and other legal acts whereby Vetomedia provides Services to the Customer.
2.2 The Services are exclusively intended for business customers (B2B). The Customer warrants that it does not act as a consumer.
2.3 Deviations from and additions to these general terms and conditions are only valid if expressly agreed in writing between the parties.
2.4 The applicability of any general terms and conditions of the Customer is expressly rejected.
2.5 If and insofar as the Additional Peppol Terms apply, they apply in addition to these general terms and conditions. In the event of any conflict, the Additional Peppol Terms shall prevail insofar as they relate to the use of the Peppol module.
3.1 An Agreement is formed at the moment the Customer expressly accepts an offer from Vetomedia (online or offline), or as soon as Vetomedia actually commences performance at the Customer’s request.
3.2 Vetomedia may impose (online) registration procedures and account requirements. The Customer warrants that the information provided by or on its behalf is accurate, complete and up to date.
3.3 Login credentials and API keys are strictly confidential and may only be used within the Customer’s organization. The Customer is responsible for all activities carried out using its accounts and API keys.
3.4 The Customer shall immediately inform Vetomedia of any (suspected) misuse or unauthorized use of accounts, login credentials or API keys.
4.1 Vetomedia provides the Platform as "software-as-a-service": the Customer obtains a non-exclusive, non-transferable and non-sublicensable right to use the Services for the duration of the Agreement.
4.2 Vetomedia shall use reasonable efforts to perform the Services to the best of its ability and in accordance with the standards of good professional practice ("best-efforts obligation"). Vetomedia does not provide any performance guarantee unless expressly agreed otherwise.
4.3 Vetomedia is not a party to the legal relationship(s) between the Customer and its own customers, debtors, suppliers, patients or other relations. Vetomedia merely acts as a technical conduit for data supplied or generated by or on behalf of the Customer.
4.4 Vetomedia does not provide tax, legal, accounting, medical or other professional advice. The Customer is solely responsible for using the Services in such a way that it complies with all applicable legal and sector-specific obligations (including, but not limited to, statutory retention obligations, e-invoicing rules and healthcare or professional regulations).
4.5 The Services may depend on services and networks of third parties, such as hosting providers, telecommunications providers, payment service providers and (for the Peppol module) Peppol providers. Vetomedia is not responsible for the actual availability, performance or (mal)functioning of such third parties, except in the event of intent or deliberate recklessness on the part of Vetomedia’s management.
4.6 Specific modules (including the Peppol module) may be subject to additional terms and/or third-party conditions. The Customer agrees that such conditions apply as soon as it activates or uses the relevant module.
5.1 The Customer warrants that it will use the Platform exclusively for lawful, careful and normal business purposes.
5.2 The Customer is fully responsible for:
5.3 The Customer and its End Users are not permitted to use the Platform for:
5.4 As a rule, Vetomedia does not monitor the content of data processed or transmitted by the Customer and is in no way liable for such content. The Customer indemnifies Vetomedia against third-party claims based on the allegation that such data is unlawful or infringes third-party rights.
5.5 The Customer shall ensure that End Users comply with these general terms and conditions. Actions of End Users are attributable to the Customer.
6.1 Vetomedia shall use reasonable efforts to provide the Platform with the highest possible availability, but does not guarantee uninterrupted availability.
6.2 Vetomedia is entitled to take the Platform (temporarily) out of service for maintenance, adjustment or improvement. Vetomedia will, as far as possible, do so outside office hours and, where reasonably possible, communicate this to the Customer in a timely manner.
6.3 Disruptions and interruptions in the Services may also be caused by third parties (such as hosting providers, Peppol providers, access points or government systems). Vetomedia is not liable for damage resulting from such disruptions, except in the event of intent or deliberate recklessness on the part of Vetomedia’s management.
6.4 In the event of a disruption, Vetomedia shall use reasonable efforts to identify the cause as soon as possible and remedy the disruption. Restoration of the Services or resending of messages constitutes the Customer’s sole and exclusive remedy, subject to mandatory law.
7.1 Vetomedia implements appropriate technical and organizational measures to ensure a level of security appropriate to the nature of the data and the risks of the processing.
7.2 The Customer is obliged to implement adequate security measures itself, including, but not limited to, securing its own systems, equipment and network connections, carefully handling login credentials, and applying authorization and role management.
7.3 Vetomedia is not liable for damage or loss of data resulting from inadequate security measures on the part of the Customer, its End Users or other third parties.
8.1 Insofar as Vetomedia Processes Personal Data in the performance of the Agreement on behalf of the Customer, this article constitutes a data processing agreement within the meaning of Article 28 GDPR. In the event of any conflict between this article and other provisions of the Agreement, this article shall prevail insofar as it concerns the Processing of Personal Data.
8.2 The Customer is the Controller and Vetomedia is the Processor within the meaning of the GDPR. The Customer determines the purposes and means of the Processing of Personal Data in the Platform.
8.3 Vetomedia shall Process Personal Data solely on the basis of the Customer’s written instructions, except where otherwise required by law. In such case, Vetomedia shall inform the Customer prior to the Processing, unless that law prohibits such notification for important reasons of public interest.
8.4 The Processing concerns the categories of Personal Data that the Customer enters or has entered via the Platform (such as contact details, identification data, invoice data and other data forming part of the Customer’s administration) and the categories of Data Subjects included in that administration (such as the Customer’s customers, patients, suppliers and employees). The Processing continues for the term of the Agreement, subject to statutory retention periods.
8.5 Vetomedia shall keep Personal Data confidential and ensure that persons Processing Personal Data under its responsibility are bound by an appropriate duty of confidentiality.
8.6 Vetomedia implements appropriate technical and organizational security measures to protect Personal Data against loss or unlawful Processing. A description of the main measures can be provided to the Customer upon request.
8.7 The Customer grants Vetomedia general authorization to engage sub-processors for the Processing of Personal Data. Vetomedia will make an up-to-date list of sub-processors (including hosting providers and, where applicable, Peppol providers) available via the Platform or its website. Vetomedia will impose obligations on sub-processors that are broadly equivalent to the obligations set out in this article.
8.8 Vetomedia shall, insofar as reasonably possible, assist the Customer in complying with its obligations under the GDPR, including handling requests from Data Subjects, carrying out data protection impact assessments and consultations with supervisory authorities. To the extent such assistance goes beyond what may reasonably be expected of a processor, Vetomedia is entitled to charge the reasonably incurred costs to the Customer.
8.9 Vetomedia shall inform the Customer without undue delay as soon as it becomes aware of a Personal Data breach (data breach) that may have consequences for the Customer, stating the information that Vetomedia can reasonably provide at that time. Reporting data breaches to the supervisory authority and/or Data Subjects remains at all times the Customer’s responsibility.
8.10 After termination of the Agreement, Vetomedia shall delete or anonymize the Personal Data, unless Vetomedia is legally obliged to retain certain data for a longer period. At the Customer’s request, Vetomedia may, against reimbursement of reasonable costs, make an export file with relevant data available before proceeding to deletion.
8.11 Vetomedia shall, upon request, provide the Customer with reasonable information about compliance with this article, for example in the form of documentation of implemented security measures and, where available, relevant certifications or (external) audit reports.
Only if such information reasonably provides the Customer with insufficient assurance and the Customer has well-founded reasons to believe that Vetomedia materially fails to comply with its obligations under this article, the parties may agree, in consultation, on a further assessment by an independent third party. Such assessment:
The scope, manner of execution and timing of such assessment shall be agreed in writing in advance by the parties. The costs of the assessment are borne by the Customer, unless the assessment shows that Vetomedia is materially in breach.
9.1 Vetomedia may engage third parties in the performance of the Agreement. In that case, Vetomedia remains responsible for proper performance of obligations by such third parties, subject to any statutory provisions to the contrary or explicit agreements.
9.2 The Customer agrees that parts of the Services may be provided by third parties and that Vetomedia may pass on the terms of such third parties (such as license terms or network rules) to the Customer, insofar as necessary for use of the relevant service or module.
9.3 Insofar as the Services depend on systems or services of third parties, Vetomedia is not liable for damage that is (partly) the result of a failure by such third parties, except in the event of intent or deliberate recklessness on the part of Vetomedia’s management.
10.1 The Customer owes Vetomedia the fees stated in the Agreement, price list or in the Platform. Unless expressly stated otherwise, all amounts are exclusive of VAT and other levies.
10.2 Vetomedia may adjust its rates annually in accordance with the consumer price index (CPI) or a comparable index. In addition, Vetomedia may change rates as a result of changing market conditions, higher third-party costs or changes in regulations. Vetomedia will, where reasonably possible, inform the Customer at least thirty (30) days in advance.
10.3 Specific modules, such as the Peppol module, may be offered for separate fees. Changes in rates of Peppol providers or network fees may be passed on by Vetomedia to the Customer on a one-to-one basis.
10.4 Payment must be made within the term stated on the invoice, without suspension or set-off by the Customer.
10.5 If the payment term is exceeded, the Customer is in default without further notice, and Vetomedia is entitled to charge statutory commercial interest and extrajudicial collection costs.
11.1 Vetomedia is entitled to suspend performance of its obligations or terminate the Agreement (in whole or in part) with immediate effect if:
11.2 In the cases referred to in paragraph 1, Vetomedia may (temporarily) block the Customer’s account, restrict access to certain modules and/or suspend message traffic, insofar as this is reasonable and proportionate. In that case, Vetomedia is not obliged to compensate any damage suffered by the Customer as a result.
11.3 Termination of the Agreement does not affect the Customer’s payment obligations in respect of Services already provided.
11.4 In addition to the foregoing, additional grounds for termination and suspension may apply to the Peppol module, as set out in the Additional Peppol Terms.
12.1 Vetomedia is only liable for direct damage suffered by the Customer that is the direct and immediate result of an attributable failure to perform an obligation resting on Vetomedia under the Agreement.
12.2 Direct damage is exclusively understood to mean:
12.3 Vetomedia’s liability for any damage other than direct damage, including, but not limited to, consequential damage, loss of profit, missed savings, reduced goodwill, business interruption, loss or corruption of data, and damage resulting from third-party claims, is excluded to the extent permitted by law.
12.4 Vetomedia’s total liability for attributable failure or tort is limited per calendar year to an amount equal to the fees paid by the Customer to Vetomedia (excluding VAT) in the twelve (12) months preceding the event causing the damage, with an absolute maximum of € 1,200 (one thousand two hundred euros) per calendar year.
12.5 The limitations and exclusions of liability in this article do not apply insofar as the damage is the result of intent or deliberate recklessness on the part of Vetomedia’s management.
12.6 In particular, Vetomedia is not liable for damage that is (partly) the result of:
12.7 The Customer indemnifies Vetomedia against all third-party claims, including but not limited to claims by customers, end customers, suppliers, employees, tax authorities and supervisory authorities, arising from or related to the Customer’s or End Users’ use of the Platform, the data Processed by the Customer via the Platform, and any breach by the Customer of these general terms and conditions or applicable laws and regulations. This indemnity also includes reasonable costs of legal assistance.
13.1 All intellectual property rights in the Platform, underlying software, documentation, designs, (technical) specifications and other materials vest exclusively in Vetomedia or its licensors.
13.2 The Customer only obtains the rights of use expressly granted in the Agreement and these general terms and conditions. Any other or further right is excluded.
13.3 Without Vetomedia’s prior written consent, the Customer is not permitted to:
14.1 The parties shall treat as confidential all information obtained from each other in the context of the Agreement which they know or reasonably should understand to be confidential.
14.2 Information shall in any event be considered confidential if designated as such by either party or if confidentiality follows from the nature of the information.
14.3 The confidentiality obligation does not apply insofar as a party is obliged by law or by court order to provide information to a third party or a competent authority.
15.1 Vetomedia may change the content and scope of the Services (including the Platform and modules) from time to time, for example to comply with changes in legislation, market developments or technical requirements.
15.2 Vetomedia will timely inform the Customer of changes that have a material negative impact on the Customer’s use of the Services. In that case, the Customer may terminate the Agreement in respect of the relevant service in writing effective as of the date the change takes effect, unless the change is necessary due to changes in legislation, security risks or requirements imposed by third parties (such as Peppol providers).
15.3 Vetomedia may amend these general terms and conditions. Amendments take effect at the announced time. If no time is announced, amendments take effect thirty (30) days after publication.
If the Customer does not wish to accept an amendment, its sole remedy is to terminate the Agreement in writing subject to the applicable notice period, provided that it informs Vetomedia of this in writing before the amendment’s effective date.
By continuing to use the Platform after the effective date of the amended terms, the Customer agrees to the amended terms.
16.1 The Agreement and these general terms and conditions are exclusively governed by Dutch law.
16.2 All disputes arising from or related to the Agreement or these general terms and conditions shall, insofar as mandatory law does not provide otherwise, be submitted exclusively to the competent court in Leeuwarden, without prejudice to Vetomedia’s right to bring a dispute before the court competent under the law.