Partnership in Practice.
When you engage GeoSignum for expert services, consultancy, or custom data solutions, we work as an extension of your team. These terms define how we deliver value, handle your data, and ensure a successful project outcome.
GeoSignum Terms and Conditions for Services
These terms and conditions apply to and form part of all Offers and Agreements of GeoSignum and govern the legal relationship between GeoSignum and the Customer
1. DEFINITIONS
a. Agreement: any agreement for the provision of Services by GeoSignum constituted in accordance with article 2.
b. Confidential Information: any information regarding GeoSignum, the Customer and the rendering of the Services, whether or not embodied in documents, software, or other written or electronic form, that is either (i) marked or otherwise expressly flagged as confidential and/or proprietary, or which is accompanied by written notice that such information is confidential and/or proprietary, or (ii) not marked or accompanied by notice that it is confidential and/or proprietary but which, if disclosed to any third party, could reasonably and foreseeably cause competitive harm to the owner of such information. Confidential Information shall not include information which, as demonstrated by the receiving Party, is: (i) publicly available, (ii) lawfully obtained by that Party from third parties without restrictions on disclosure, or (iii) independently developed by that Party without reference to or use of Confidential Information.
c. Customer: the party identified as such in the Agreement, if in writing, or, if not, the party at whose request the Services are being delivered.
d. Customer Dataset: a dataset owned or acquired by the Customer and provided to GeoSignum for the provision of the Services.
e. Data Collection: the collection of data required by GeoSignum in order to provide the Services.
f. Deliverables: means the deliverables specified in the agreement relating to the Services to be provided by GeoSignum under the Agreement.
g. Force Majeure Event: means any events or circumstances, or any combination of such events or circumstances, which are not attributable to GeoSignum, including but not limited to malfunctions of the internet or other telecommunications facilities, failures by (third) parties on which GeoSignum depends when providing the Services, the defective condition of items, equipment, software, Customer Datasets or other materials which the Customer has instructed GeoSignum to use, the non-availability of one or more members of staff (due to illness or otherwise) and/or government measures.
h. GeoSignum: GeoSignum B.V., registered with the trade register of the Chamber of Commerce under number 65139860 with its registered place of business at Molengraaffsingel 10, 2629JD Delft, the Netherlands.
i. GeoSignum Dataset: a dataset owned or acquired by GeoSignum, used for the provision of the Services.
j. Offer: an offer from GeoSignum for the provision of Services.
k. Party: means both the Customer and GeoSignum.
l. Services: products and services in the field of mobile scanning, terrestrial scanning, airborne scanning, 3D modeling, geo-solutions and consultancy set forth in the Offer or the Agreement.
m. Terms and conditions: the present GeoSignum terms and conditions for services, as they may be amended from time to time.
2. AGREEMENT
2.1. An Agreement is constituted by an Offer in writing and acceptance of that Offer by a customer.
2.2. If GeoSignum at the request of a customer renders Services to that customer, this also constitutes an Agreement, even if there is no Offer or acceptance of an Offer from that customer.
2.3. The Terms and Conditions apply to and form part of all Offers and Agreements of GeoSignum and govern the legal relationship between the Parties.
3. SERVICES AND DELIVERABLES
3.1. GeoSignum shall provide the Services and Deliverables to the Customer in accordance with the Agreement. GeoSignum shall provide all Services and Deliverables on the basis of commercially reasonable efforts, unless specified otherwise in the Agreement.
3.2. The Customer may use the Deliverables within its own organisation and for the purpose of the Agreement.
3.3. The Customer recognizes that delivery dates provided by GeoSignum or stipulated in the Agreement are merely indicative, unless expressly provided otherwise in writing, and depend on a number of factors and circumstances, including but not limited to the Customer’s efforts, the quality of the Customer's Datasets and the cooperation of the Customer and relevant third parties (including but not limited to subcontractors).
3.4. At the request of the Customer, GeoSignum shall execute such, or arrange for the doing and executing of, each act, document that the Customer may consider necessary or desirable to perfect the right, title and interest of the Customer in and to the relevant (intellectual property) rights in the deliverables specified in the Order form.
3.5. GeoSignum is entitled to engage third parties and/or subcontractors for the performance of the Services.
4. CUSTOMER OBLIGATIONS
4.1. The Customer is obliged to facilitate the provision of the Services by GeoSignum. If GeoSignum is providing Services on the basis of information provided by the Customer, including but not limited to Customer Datasets, this information shall meet the conditions imposed by GeoSignum. Such information shall be provided at the risk and expense of the Customer.
4.2. The Customer shall ensure that all materials, information, Customer Datasets, procedures and instructions that it makes available to GeoSignum for the purpose of providing the Services are accurate and complete and shall meet GeoSignum's specifications.
4.3. If the Customer fails to provide the required information in accordance with sections 4.1 and 4.2 above in time, GeoSignum is entitled to charge extra costs caused by the delay and, if GeoSignum deems this necessary, to suspend or postpone the provision of the Services.
5. FEES AND PAYMENT TERMS
5.1. Customer shall pay all fees for the Services, as specified in the Offer or the Agreement. If no fee has been agreed prior to commencement of the Services the Customer will pay then applicable standard fees of GeoSignum.
5.2. Prior to commencement of the Services, GeoSignum will invoice to the Customer, and the Customer shall make an upfront payment to GeoSignum of 35% of the total amount specified in the Offer or Agreement. GeoSignum shall commence the provision of the Services as soon as practicable after payment of the advance has been received.
5.3. Unless specified and agreed otherwise in the Agreement, all fees associated with the Customer's order for and/or use of the Services are due within fourteen (14) days of the invoice date. Invoices that are not paid on the due date, are subject to an interest rate of 1.5% per month without any further notice or formality being required. Customer will pay any sales, value-added or other similar taxes imposed by applicable law that GeoSignum must pay based on the Services ordered by the Customer.
5.4. If Customer fails to pay the invoices timely, in addition to GeoSignum's other remedies, GeoSignum may suspend or terminate the provision of the Services.
6. TERM AND TERMINATION
6.1. GeoSignum may terminate the Agreement at any time and without notice if any of the following events occur: a. a request is made or a petition is filed for Customer's bankruptcy (faillissement) or Customer is granted a suspension of payments (surséance van betaling) or becomes subject to other insolvency proceedings; b. Customer is dissolved (ontbonden), liquidates its business or otherwise terminates or suspends its business activities; or c. Customer breaches this Agreement and such breach is not cured within twenty (20) business days commencing on the date of a written notice of default.
6.2. Upon termination or the end of the Services ordered, each Party shall return to the other Party the Confidential Information it has received from that Party and shall destroy all electronic copies of such Confidential Information under its control. If a Party in good faith determines that returning or destroying Confidential Information is not reasonably feasible (for example, if it is part of an email that was archived to a tape backup), that Party will notify this to the other Party, Section 9 will remain applicable to this Confidential Information.
7. DATA
7.1. Parties agree not to knowingly share with or process on behalf of or for the other Party any personal data as defined in Directive 95/46/EC and the Dutch Personal Data Protection Act (Wet bescherming persoonsgegevens) and any law or regulation superseding, replacing or implementing either of these. Each Party will ensure that the data it provides to the other Party, including where applicable the Customer Datasets and the Deliverables, will not include personal data.
7.2. GeoSignum owns all right, title and interest in and to GeoSignum Datasets. GeoSignum grants the Customer a non-exclusive, perpetual and non-transferable right to use GeoSignum Datasets, solely for Customer’s internal business operations, unless specified otherwise in the Agreement.
7.3. The Customer owns all right, title and interest in and to Customer Datasets. Customer grants GeoSignum a non-exclusive, perpetual and non-transferable right to use Customer Datasets, solely for the provision of the Services to the Customer.
8. FORCE MAJEURE
8.1. GeoSignum shall not be liable for any non-performance of its obligations pursuant to the Agreement, if such non-performance is caused by a Force Majeure Event. In case of a Force Majeure Event, GeoSignum has the right to suspend the execution or further execution of the Services.
9. CONFIDENTIALITY
9.1. Each Party shall keep the Confidential Information received from the other Party or relating to this Agreement strictly confidential. Neither Party shall in any way disclose to anyone any such Confidential Information, including (but not limited to) any information about any Services, the provision of the Services, any activity, financial matter, business plan, intellectual property right, information system, working method, employee and supplier relating to the Services. Clause 9.1 is not applicable if and insofar as: a. a Party is obliged by law to disclose such information, in which event any Party so obliged shall consult with the other Party about how this will be effected, unless such consultation would be prohibited; or b. the other Party has given its prior written consent to such disclosure.
10. LIABILITY AND INDEMNIFICATION
10.1. GeoSignum makes no representations or warranties, whether express, implied or statutory, with respect to the Services provided hereunder, including any documentation, content, Datasets, Deliverables and any other materials made available with the Services other than the Deliverables being accordance with the specifications set out in the Agreement.
10.2. Neither party will be liable for any incidental, consequential, special, indirect, or punitive damages in connection with any claim of any nature arising under the Agreement. This limitation of liability shall not apply to damage arising from willful intent or gross negligence from the side of a party ("opzet of bewuste roekeloosheid").
10.3. Neither Party will be liable for direct damages in excess of the amount paid by the Customer for the Services or, in case of Services delivered over a period of time, the amount paid by the Customer for the Services in the year that the cause of the claim occurred.
10.4. The Customer agrees to indemnify, defend and hold GeoSignum harmless against any third party claim arising out of or relating to: content, information and/or materials provided by the Customer, including but not limited to Customer Datasets.
10.5. GeoSignum agrees to indemnify, defend and hold the Customer harmless against any third party claim arising out of or relating to content, information and/or materials provided by the GeoSignum, including but not limited to the Deliverables. The first sentence does not apply if and to the extent that the claim is based on or relates to any part of the Customer Datasets.
11. MISCELLANEOUS
11.1. The Customer's rights and obligations under the Agreement cannot be assigned or transferred except with the prior written approval of GeoSignum.
11.2. If a provision of the Agreement is or becomes invalid or non-binding, the Parties shall remain bound to the remaining provisions. In that event, GeoSignum shall replace the invalid or non-binding provision by provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of the Agreement.
11.3. A single or partial exercise of any right or remedy under the Agreement by GeoSignum shall not preclude any other or further exercise of that right or remedy or the exercise of any other right or remedy.
12. GOVERNING LAW AND JURISDICTION
12.1. The Agreement and any dispute or claim arising out of, or in connection with, it or its subject matter or formation (including any dispute or claim relating to non-contractual obligations) shall be governed by and construed in accordance with the laws of the Netherlands.
12.2. In case of a dispute in connection with or resulting from this Agreement the parties shall use their best efforts to negotiate in good faith and settle dispute amicably. If the parties fail to reach an amicable settlement within 30 days (or such other period the parties may agree), the dispute shall be submitted to mediation in accordance with, at the choice of the referring party, either the mediation rules of the Mediation federatie Nederland (MfN) or the mediation rules of the Netherlands Arbitration Institute.
12.3. If mediation is not successful within 30 days (or such other period the parties may agree), the dispute may be submitted to the district court of The Hague (or such other court that may have jurisdiction by mandatory law) which will have exclusive jurisdiction over the dispute in first instance.