Terms and Conditions

(Version: 01-11-2025)

Preamble and Definitions

General Terms & Conditions

These are the general terms and conditions of StackPros B.V., a private company with limited liability, registered with the Dutch Chamber of Commerce under registration number 97689173, acting under the trade name and brand label “Managed FreeScout” (hereinafter referred to as “Managed FreeScout” or the “Supplier”).

These Terms and Conditions shall apply to all offers, proposals, services, agreements, and deliveries made by Managed FreeScout to the Counterparty (hereinafter referred to as the “Customer“).

1. Definitions

TermDefinition
General terms and conditionsThese terms and conditions.
SupplierStackPros B.V., acting under the Managed FreeScout label.
CustomerThe legal entity or natural person entering into an Agreement with the Supplier.
Party / Parties 
ProductsSoftware products and/or licenses sold by the Supplier, including Purchased Products.
ServicesHosting, configuration, installation, support, and other services provided by the Supplier.
OfferA proposal from Supplier, in written or digital form (website).
AgreementAny agreement concerning the purchase of Products and/or Services, including One-Time Purchases and Subscription Agreements. These General terms and conditions form an integral part.
Subscription AgreementAn Agreement for Products and/or Services based on periodic (e.g., monthly) payments.
Purchased ProductsSoftware products and/or licenses bought by the Supplier from Third Parties pursuant to an Instruction from the Customer.
Intellectual Property RightsAll intellectual property rights and related rights, including but not limited to copyrights, database rights, domain name rights, trade name rights, trademark rights, design rights, etc.
Customer DataAny and all data and/or information entered or stored during the period of the use of Product(s) and/or Service(s) or otherwise provided by the Customer to the Supplier in connection with the performance of the Agreement.
Working Days / HoursMonday to Friday / from 09:00 to 17:00 CEST

2.    Applicability, Agreement Duration, Termination, Usage and Payment

2.1. Applicability

  1. These General Terms and Conditions shall apply to all Offers, Agreements and forthcoming business activities, like but not limited to the execution of work or the execution of Agreements and forms an integral part thereof.
  2. Any procurement or other (general) terms and conditions of the Customer is expressly excluded.
  3. If any provision in these General Terms and Conditions is null, void or is annulled, the other provisions of the General Terms and Conditions shall remain in full force and effect.

2.2.  Effectuation of Agreement

  1. After Parties have concluded the Agreement, the Supplier will make every effort to comply with it within the agreed or a reasonable time frame, applying adequate care and skill.
  2. The Supplier has the right to engage third parties in the execution of the Agreement. Any related costs are only charged to the Customer if agreed upon in advance.
  3. The Customer will provide the Supplier with all necessary support to enable correct and timely delivery of the Products and/or Services. The Customer provides the data, materials, and/or information upon request by the Supplier and unsolicited if relevant to the work at hand. The Customer is responsible for providing accurate data, materials, and/or information. The Supplier is not responsible or liable for any errors or damages if the Customer has provided incorrect data. The Customer indemnifies the Supplier against claims (from third parties) in this regard.
  4. Any work that cannot be accomplished within reasonable time frames can be refused by the Supplier at any time without explanation. If Customer insists on the work being executed, additional costs and delivery time may be incurred.
  5. All work coming from an agreement will only be started when all costs are paid in full.

2.3. Duration and Termination

  1. Subscription Agreements are entered into for an indefinite period (e.g., month-to-month).
  2. One-Time Agreements (e.g., installation, configuration, or development) are entered into for the duration necessary to complete the agreed-upon Service and cannot be terminated prematurely by the Customer.
  3. The Customer may cancel any Subscription Agreement at all times by giving the Supplier written notice.
  4. Termination takes effect after a one (1) month notice period, counting from the date the written notice is received by the Supplier.
  5. No Refunds: Termination of the Agreement, regardless of the cause or timing, never results in a refund of payments already made by the Customer.
  6. Amounts Due: All amounts invoiced for Services rendered or delivered up to the termination date remain due and are immediately payable upon termination.
  7. Immediate Termination: The Supplier may terminate the Agreement in writing with immediate effect if the Customer is declared bankrupt, granted a moratorium on payments, or if their business is liquidated.
  8. Termination for Breach: If the Customer fails to comply with any material obligation (such as payment), the Supplier shall notify the Customer in writing and grant a reasonable period to remedy the breach. If the Customer fails to remedy the breach, the Supplier is entitled to terminate the Agreement without judicial intervention. The Customer is obliged to reimburse the Supplier for all costs, advances, and fees due up to that point, without prejudice to the Supplier’s right to claim damages.

2.4.  Usage

  1. Customers will not violate Dutch or any other applicable laws when using the Products or Services from Supplier.
  2. Customers will do their best to prevent hacks, DDOS attacks, or be part of distribution activities related to malicious content (e.g. malware). Also, Customer is prohibited to infringe on third-party rights of any shape or form or take part of any criminal activities.
  3. If Supplier suspects or assesses a risk of hindrance, damage or danger to the functioning of any part of the network, infrastructure, systems, etc. that are part of the Product and/or Service that the Customer is using, for example by excessive load distribution (e-mail spamming), Suppliers is allowed to take all necessary measures to stop, avert and/or prevent this from happening. All costs associated with these risk mitigation, averting and/or blocking activities will be charged on to the Customer in full.
  4. Any illegal activity that is being noticed will be reported to the Dutch authorities at all times, which include providing any details that authorities require for follow up / prosecution, like but not limited to: name, address, IP address. Any damage for the Supplier involved will be recovered from the Client.

2.5. Availability, Maintenance, and Support

  1. Supplier will use its best efforts to ensure uninterrupted Service availability but does not guarantee this, as availability depends on its own suppliers.

    For maintenance and updates:
    • Supplier is entitled to temporarily disable the Service for maintenance, modification, or improvements.
    • Supplier will try to schedule planned outages outside Working Hours and inform the Customer in advance.
    • Supplier may immediately disable the Service without prior notice if an urgent outage is necessary for the proper functioning of the Service. Supplier is never liable for any damage resulting from such outages.
    • Supplier reserves the right to decide whether to install specific updates or patches from its own contractors, based on its professional judgment regarding the quality of the Service delivery.
  2. Customer must provide necessary assistance for maintenance, including temporarily stopping use of the Services and ensuring a backup of data.
  3. Supplier is not obliged to provide maintenance or support directly to the end-users of the Services. If the Customer requests support beyond the agreed-upon scope, the Supplier will make an offer, and the work will only commence after the Customer accepts the offer. The Supplier has the right to refuse such a request.
  4. Supplier provides customer support exclusively through its online ticketing system. Telephone, email, or other methods are not standard support channels.
  5. Customer may submit support requests via the ticketing system after providing all necessary and relevant information.
  6. Supplier will make reasonable efforts to handle support requests within a reasonable timeframe. The required response and resolution time may vary based on the complexity and volume of requests.
  7. Supplier is not obliged to initiate or correctly handle a support request if the information provided in the ticketing system is incomplete or incorrect.

2.6. Payment

  1. Products and Services may be offered on the basis of a One-Time Purchase (full payment upfront) or a Subscription Agreement (periodic payment, e.g., monthly).
  2. If the Customer chooses a payment method involving automatic recurring collection (such as subscriptions via Stripe, PayPal, or credit card), or designates a bank account for SEPA Direct Debit, the Customer hereby grants the Supplier continuous authorization to automatically collect all amounts due under the Agreement using the selected payment method.
  3. The Customer is responsible for ensuring the designated payment method (e.g., bank account, credit card, PayPal balance) is valid and sufficiently funded at all times to cover the automatic collection.
  4. If an automatic payment attempt fails (e.g., insufficient funds, expired card, reversed direct debit), the Customer must ensure the outstanding invoiced amounts are settled promptly by an alternative payment method before the payment deadline expires.
  5. The Supplier is entitled to invoice certain costs (such as those related to production, exposure, distribution, or failed collection attempts) using the same authorized payment method as specified in this article.

2.7. Subscriptions Agreements

  1. Subscription Agreements commence upon acceptance and are automatically renewed for successive periods (e.g., monthly) unless terminated in writing by either party, respecting a notice period (e.g., 30 days prior to the end of the current term).

2.8. Prices and Adjustments

  1. All prices are stated in Euros (€) and are exclusive of VAT, unless otherwise specified.
  2. Prices are based on factors (such as taxes, levies, supplier costs) applicable at the time the Agreement is concluded. The Supplier reserves the right to adjust prices if these factors change before the Service is completed or delivered.
  3. The Supplier is entitled to adjust rates for Services once per year based on the official Dutch Services Producer Price Index (SPPI).
  4. The Supplier may increase prices at any time if the costs from its own suppliers (e.g., electricity, software, data centers) increase. The Customer has no right to terminate the Agreement solely based on increases under this point or the annual indexation.
  5. For any other price increase outside of the cases mentioned above, the Supplier must provide one (1) months’ notice. If the Customer does not agree to such an increase, the Customer has the right to terminate the Agreement effective the date the price increase takes effect.
  6. The Supplier is entitled to implement price reductions immediately, and the Customer has no right to terminate the Agreement based on such a reduction; a month’s notice period applies.

3. Purchased Products, Agency, and Warranty Disclaimer (Crucial Clause)

  1. Purchase Mandate and Agency Role. In the context of the specific Instruction issued by the Customer to purchase, install and/or configure certain Products (‘the Instruction’), Supplier shall purchase software products and/or licenses from Third Parties (‘Purchased Products’) on behalf of and at the risk of the Customer. Supplier acts exclusively as a mandated agent or intermediary that facilitates the purchase in order to integrate the Purchased Products into the Customer’s solution.
  2. Exclusion of Own Warranty. Supplier shall not provide any independent warranty on the Purchased Products. Any warranty, maintenance, and liability for defects concerning the Purchased Products rest solely with the original supplier or manufacturer.
  3. Applicability of Third-Party Terms. By acquiring Purchased Products, the Customer explicitly accepts the General Terms and Conditions, License Terms, and Warranty Schemes of the original supplier/manufacturer. The Customer is responsible for reviewing these Third-Party terms.
  4. Assistance with Claims. Supplier shall reasonably endeavor to submit any warranty claim from the Customer concerning Purchased Products to the original supplier/manufacturer. However, Supplier shall not be liable for the outcome, processing time, or rejection of such a claim by the Third Party.

4.    Intellectual Property Rights (IPR)

4.1. Ownership and Indemnity

  1. Customer Data: All IPR resting on data or materials provided by the Customer remains with the Customer.
  2. Indemnity: The Customer indemnifies the Supplier against any Third-Party claims based on IPR infringement caused by the Customer’s data or materials.

4.2. License to Customer

  1. Provided the Customer meets its payment obligations, the Customer obtains a non-exclusive, perpetual, transferable, and sublicensable right to use the Materials developed or made available by the Supplier.
  2. The Materials may only be used by the Customer for the intended use within its own business.

4.3. Restrictions to Customer

  1. The Customer does not acquire the right to the source code and is not entitled to apply reverse engineering to the Materials, unless expressly agreed otherwise or required by law.
  2. The Customer is not permitted to remove or modify any IPR indications or confidentiality markings from the Materials.
  3. The Customer is not authorized to modify or use the Materials in modified form, or use them without mentioning the Supplier’s name as the creator, unless expressly agreed otherwise.
  4. The Customer may not remove or circumvent any technical measures taken by the Supplier to protect the Materials.

4.4. Supplier’s Right to Use

  1. The Supplier is permitted to use the developed Materials, the performed Services, and the Customer’s (company) name, logo, and a general description of the Services for its own promotion and publicity.

5. Confidentiality

  1. Both Parties shall treat all information shared before, during, or after the Agreement as confidential if it is marked as such, or if the receiving Party knows or reasonably should suspect it is intended to be confidential.
  2. This confidentiality obligation must also be imposed on the Parties’ employees and engaged third parties.
  3. The receiving Party must ensure the confidential information receives at least a reasonable level of protection against unauthorized access or use.
  4. The obligation of confidentiality does not apply if the receiving Party can prove the information:
    • Was already known to them prior to disclosure.
    • Was received from a third party without violating a confidentiality obligation.
    • Is generally available from public sources.
    • Was developed independently by the receiving Party.
  5. If a Party is ordered by an authorized legal authority to release confidential information, that Party may comply but must inform the disclosing Party as soon as possible beforehand (unless prohibited). The receiving Party will legally postpone disclosure if the disclosing Party takes measures against the order.
  6. The confidentiality obligation remains in force after termination of the Agreement, for as long as the information can reasonably be deemed confidential.

6. Limitation of Liability

  1. Nature of Services. Services (including configuration, installation, and support) are provided on a best-effort basis and do not constitute a guarantee of faultless or uninterrupted operation.
  2. Limitation to Direct Damage. The total liability of Managed FreeScout due to an attributable failure in the performance of the Agreement, or on any legal ground whatsoever, shall be limited to compensation for Direct Damage only.
  3. Exclusion of Indirect Damage. Liability for Indirect Damage is excluded. Indirect Damage shall mean, but is not limited to, consequential damage, loss of profit, lost savings, reduced goodwill, damage due to business interruption, and damage due to loss of data.
  4. Maximum Liability Cap. The total liability of Supplier shall in all cases be limited to the lowest of the following two amounts:
    • The total amount of fees paid by the Customer in the six (6) months preceding the damage-causing event; OR
    • A maximum amount of € 10.000,- (Please fill in a monetary value).

7. Force Majeure (Exceptional Circumstances)

  1. The Supplier cannot be held to fulfill any obligation under the Agreement, nor be held liable for any damages, if performance is hindered or prevented by Force Majeure.
  2. Force Majeure includes, but is not limited to, external disruptions such as power outages, internet failures, network attacks (e.g., (D)DoS), terrorism, war, strikes, import/export restrictions, supply chain disruptions, fire, floods, and unforeseen complications.
  3. If a Force Majeure situation lasts longer than six (6) months, both Parties have the right to immediately terminate the Agreement in writing. In such a case, there is no obligation to undo any work already completed.

8. Amendment of General Terms and Conditions

  1. Supplier is entitled to unilaterally amend these General Terms and Conditions, and these changes shall also apply to existing Agreements.
  2. Changes will be communicated to the Customer in writing and will take effect thirty (30) days after communication, unless otherwise indicated.
  3. If the intended changes significantly and adversely affect the Services or the Customer’s position, the Customer may terminate the Agreement by providing written notice to the Supplier before the changes take effect.
  4. Changes of minor importance, changes based on mandatory law, or changes in favor of the Customer may be implemented at any time without a 30-day notice period.

9.     Governing Law and Disputes

  1. All Agreements, and any non-contractual obligations arising out of or in connection with them, are exclusively governed by the laws of the Netherlands.
  2. All disputes arising out of or in connection with the Agreement shall be submitted exclusively to the competent court in the Netherlands (Midden-Nederland).

 

ANNEX Data Processing (GDPR/AVG Compliance)

Preamble

This Annex governs the processing of Personal Data by StackPros B.V. (acting as Processor / Managed FreeScout) on behalf of the Customer (acting as Controller) within the scope of the Agreement, in accordance with Regulation (EU) 2016/679 (General Data Protection Regulation – GDPR).

1. Subject Matter, Duration, Nature, and Purpose of Processing

    1.1 Subject Matter: The processing of Personal Data is the provision of Hosting, Configuration, Installation, and Support Services to the Customer under the main Agreement.

    1.2 Duration: Processing shall occur for the duration of the main Agreement.

    1.3 Nature and Purpose: The processing is necessary for the technical provision and maintenance of the Services (e.g., storage, backup, security, technical support). Managed FreeScout does not determine the purposes or means of the processing.

    1.4 Categories of Data: Data may include names, contact details, payment information, and any other data stored by the Customer on the hosted environment (the content of which is unknown to the Processor).

    1.5 Categories of Data Subjects: Data subjects may include the Customer’s end-users, employees, website visitors, and clients.

    2. Obligations of the Processor (Managed FreeScout)

    1. Instruction-Based Processing: The Processor shall only process Personal Data in accordance with the documented instructions from the Controller (the Customer), including those outlined in the main Agreement, unless required to do so by applicable law. In that case, the Processor shall inform the Controller of that legal requirement before processing, unless that law prohibits such information.
    2. Confidentiality: The Processor ensures that persons authorized to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. (Reference A.10).
    3. Security: The Processor shall implement appropriate technical and organizational measures (TOMs) to ensure a level of security appropriate to the risk. This includes measures such as access control, encryption, security patching, and regular backups to protect against unauthorized or unlawful processing and against accidental loss, destruction, or damage.
    4. Assistance to the Controller: The Processor shall reasonably assist the Controller in ensuring compliance with the Controller’s obligations regarding:
      • Responding to requests from Data Subjects exercising their rights (e.g., access, rectification, erasure).
      • Security, notification of data breaches, and Data Protection Impact Assessments (DPIAs).

    3. Data Breach Notification

    The Processor shall notify the Controller without undue delay after becoming aware of a Personal Data Breach. The Processor shall assist the Controller in providing information regarding the breach to the relevant supervisory authority and the Data Subjects, where required.

    4. Sub-Processors

    1. The Controller gives the Processor a general authorization to engage other processors (“Sub-processors”) for carrying out specific processing activities (e.g., datacenter providers, specialized hosting partners).
    2. The Processor shall inform the Controller of any intended changes concerning the addition or replacement of Sub-processors, thereby giving the Controller the opportunity to object to such changes.
    3. The Processor shall ensure that any Sub-processor is bound by contractual terms that offer the same level of protection for the Personal Data as set out in this Annex.

    5. Deletion and Return of Data

    Upon termination of the Agreement, the Processor shall, at the choice of the Controller, either delete or return all Personal Data to the Controller and delete existing copies, unless applicable law requires storage of the Personal Data.