Welcome to fozzels.com! Fozzels.com BV (i.o.) is a dutch company.
Our terms of service are split up in:
- Terms and Conditions of web site usage;
- General company terms and conditions (these are called “algemene voorwaarden” in dutch).
Table of Contents
Terms and Conditions of web site usage
These terms and conditions outline the rules and regulations for the use of Fozzels’s Website, located at https://fozzels.com.
By accessing this website we assume you accept these terms and conditions. Do not continue to use fozzels.com if you do not agree to take all of the terms and conditions stated on this page.
The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and all Agreements: “Client”, “You” and “Your” refers to you, the person log on this website and compliant to the Company’s terms and conditions. “The Company”, “Ourselves”, “We”, “Our” and “Us”, refers to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services, in accordance with and subject to, prevailing law of Netherlands. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.
Unless otherwise stated, Fozzels and/or its licensors own the intellectual property rights for all material on fozzels.com. All intellectual property rights are reserved. You may access this from fozzels.com for your own personal use subjected to restrictions set in these terms and conditions.
You must not:
- Republish material from fozzels.com
- Sell, rent or sub-license material from fozzels.com
- Reproduce, duplicate or copy material from fozzels.com
- Redistribute content from fozzels.com
This Agreement shall begin on the date hereof.
Parts of this website offer an opportunity for users to post and exchange opinions and information in certain areas of the website. Fozzels does not filter, edit, publish or review Comments prior to their presence on the website. Comments do not reflect the views and opinions of Fozzels, its agents and/or affiliates. Comments reflect the views and opinions of the person who post their views and opinions. To the extent permitted by applicable laws, Fozzels shall not be liable for the Comments or for any liability, damages or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website.
Fozzels reserves the right to monitor all Comments and to remove any Comments which can be considered inappropriate, offensive or causes breach of these Terms and Conditions.
You warrant and represent that:
- You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;
- The Comments do not invade any intellectual property right, including without limitation copyright, patent or trademark of any third party;
- The Comments do not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material which is an invasion of privacy
- The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.
You hereby grant Fozzels a non-exclusive license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats or media.
Hyperlinking to our Content
The following organizations may link to our Website without prior written approval:
- Government agencies;
- Search engines;
- News organizations;
- Online directory distributors may link to our Website in the same manner as they hyperlink to the Websites of other listed businesses; and
- System wide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.
These organizations may link to our home page, to publications or to other Website information so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products and/or services; and (c) fits within the context of the linking party’s site.
We may consider and approve other link requests from the following types of organizations:
- commonly-known consumer and/or business information sources;
- dot.com community sites;
- associations or other groups representing charities;
- online directory distributors;
- internet portals;
- accounting, law and consulting firms; and
- educational institutions and trade associations.
We will approve link requests from these organizations if we decide that: (a) the link would not make us look unfavorably to ourselves or to our accredited businesses; (b) the organization does not have any negative records with us; (c) the benefit to us from the visibility of the hyperlink compensates the absence of Fozzels; and (d) the link is in the context of general resource information.
These organizations may link to our home page so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site.
If you are one of the organizations listed in paragraph 2 above and are interested in linking to our website, you must inform us by sending an e-mail to Fozzels. Please include your name, your organization name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Website, and a list of the URLs on our site to which you would like to link. Wait 2-3 weeks for a response.
Approved organizations may hyperlink to our Website as follows:
- By use of our corporate name; or
- By use of the uniform resource locator being linked to; or
- By use of any other description of our Website being linked to that makes sense within the context and format of content on the linking party’s site.
No use of Fozzels’s logo or other artwork will be allowed for linking absent a trademark license agreement.
Without prior approval and written permission, you may not create frames around our Webpages that alter in any way the visual presentation or appearance of our Website.
We shall not be hold responsible for any content that appears on your Website. You agree to protect and defend us against all claims that is rising on your Website. No link(s) should appear on any Website that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.
Reservation of Rights
We reserve the right to request that you remove all links or any particular link to our Website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amen these terms and conditions and it’s linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.
Removal of links from our website
If you find any link on our Website that is offensive for any reason, you are free to contact and inform us any moment. We will consider requests to remove links but we are not obligated to or so or to respond to you directly.
We do not ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.
To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our website and the use of this website.
Nothing in this disclaimer will:
- limit or exclude our or your liability for death or personal injury;
- limit or exclude our or your liability for fraud or fraudulent misrepresentation;
- limit any of our or your liabilities in any way that is not permitted under applicable law; or
- exclude any of our or your liabilities that may not be excluded under applicable law.
The limitations and prohibitions of liability set in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer, including liabilities arising in contract, in tort and for breach of statutory duty.
As long as the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.
General Business Terms and conditions Fozzels.com BV (i.o.)
Fozzels.com is a dutch entity. These general business conditions are called “Algemene Voorwaarden” in dutch.
These general terms and conditions apply to all offers and agreements in which Fozzels B.V. (hereinafter: “Fozzels”) performs services and or other work for a client, of whatever nature and under whatever name.
If and insofar as Fozzels makes products or services of third parties available to the client or provides access to them, the (license or sales) conditions of the third parties in question shall apply to the relationship between Fozzels and the client in respect of those products or services, overruling the provisions of these General Terms and Conditions that deviate from them, provided that the applicability of the (license or sales) conditions of those third parties has been communicated to the client by Fozzels.
Offers and agreements
All offers and other expressions of Fozzels are without obligation, unless otherwise indicated in writing by Fozzels.
The Client guarantees the accuracy and completeness of the information provided by or on behalf of the Client to Fozzels on which Fozzels has based its offer from 2.1, with the exception of obvious typographical errors.
An agreement is established by (digital) signing of an appropriate document by both parties.
Duty of Care Fozzels
In performing the work, Fozzels will exercise the care that may be expected of a professional IT service provider, making every effort to perform the services to the best of its ability. All services are performed on the basis of an obligation of effort.
Fozzels makes reasonable efforts to realize agreed (delivery) dates. However, deadlines are always target deadlines. If Fozzels does not realize a deadline, the client may give Fozzels notice of default, setting a reasonable deadline to still perform. If Fozzels is still in default after that period has expired, it shall be in default.
If fulfillment by Fozzels is hindered by insufficient cooperation by the client, Fozzels will inform the client and try to still fulfill as much as possible. Fozzels is not responsible for delays and damages resulting from the client’s lack of cooperation.
Responsibilities and obligations client
Client will always provide all reasonable cooperation and information in a timely manner.
Unless expressly agreed otherwise, the Client shall take care of the necessary equipment, hosting, infrastructure and supporting software and install, set up, parameterize and tune the (auxiliary) software required on its own equipment and, if necessary, adjust and keep up to date the equipment used, other (auxiliary) software and operating environment and achieve the interoperability desired by the Client in order to use the services provided by Fozzels.
The accounts, access or identification codes, certificates or other means of security provided by or on behalf of Fozzels to the Client are confidential and shall be treated as such by the Client and access shall be granted and/or made known only to authorized personnel from the Client’s own organization. Fozzels is entitled to change assigned accounts, access or identification codes and certificates. The Client is responsible for the management of authorizations and the provision and timely revocation of access and identification codes. Fozzels is not liable for damage or costs resulting from use or misuse made of the aforementioned accounts, access or identification codes, certificates or other security devices, unless the misuse is the direct result of intent or deliberate recklessness on the part of Fozzels’ management.
Third party services
To the extent that Fozzels’ services consist of making a connection to third-party services, as in the case where it has been agreed that a connection is to be made to ChatGPT, the Client itself must arrange for a subscription with that third party and for payment of any subscription fees due. The Customer understands that this may require the Customer to accept the contractual terms and conditions of those third parties, which may contain provisions relating to, for example, user rights, personal data, intellectual property, liability and/or applicable law that differ from the terms and conditions of these General Terms and Conditions.
Fozzels cannot accept any responsibility and liability to the Client for third-party services, such as with respect to availability, speed, content quality, functionality or usability.
Fees and payment
Unless otherwise agreed, Fozzels’ work will be invoiced in advance at Fozzels’ standard rates.
Fozzels may index its fees annually in accordance with the Consumer Price Index (CPI) of CBS. In addition, Fozzels may adjust Fees on an interim basis if subcontractors or suppliers increase their prices. The Client will be informed of such changes in advance. In the event of interim price changes of more than 5%, the Client is entitled to terminate the contract in question subject to 30 days’
notice, which notice must be given no later than 30 days after the price change becomes effective.
Unless otherwise agreed, fees shall be invoiced monthly in advance. Invoices must be paid within 30 days of the invoice date. In the event of a dispute of an invoice, which dispute must be notified in writing with reasons before the end of the payment period, the client shall pay the undisputed part and the client may suspend payment of the disputed part for 30 days, during which period the parties shall attempt to resolve the invoicing dispute.
Client is not entitled to suspend (except as provided above with respect to a disputed portion of an invoice) any payment nor to set off any amounts due.
If the client does not fulfill its payment obligations, even after a written demand for payment in which it is given 10 days to do so, Fozzels is entitled to suspend its services, without prejudice to its other rights.
Intellectual property rights and ownership of data
The data processed by the client using the software developed by Fozzels are the property of the client.
All intellectual property rights to the software, web stores, websites, data files, databases, equipment, training, testing and examination materials or other materials such as analyses, designs, documentation, reports, quotations, as well as preparatory materials thereof, developed or made available to the Client pursuant to the contract, belong exclusively to Fozzels, its licensors or its suppliers. The Client only acquires the rights of use expressly granted by these General Terms and Conditions, the written contract concluded between the parties and by mandatory law.
A right of use to which the client is entitled is non-exclusive, non-transferable and non-sublicensable and limited to the duration of the agreement that the parties enter into in this context, except insofar as conditions of third parties apply and a different duration results from this. Client may only use the right of use in and for the benefit of its own company or organization and only insofar as necessary for the intended use and never for the benefit of third parties.
Client shall always strictly observe the agreed restrictions, of whatever nature or content, on the right of use.
If requested, the Client shall immediately cooperate with any investigation to be conducted by or on behalf of Fozzels regarding compliance with the agreed rights of use. The Customer shall grant access to its buildings and systems at Fozzels’ first request.
Fozzels indemnifies the client against a claim by a third party based on the assumption that software, web stores, websites, data files, equipment or other materials developed by Fozzels itself infringe an intellectual property right of that
third party, on the condition that the client immediately informs Fozzels in writing of the existence and substance of the claim and leaves the handling of the case, including the making of any settlements, entirely to Fozzels. To this end, the Client shall provide Fozzels with the necessary powers of attorney, information and cooperation to defend itself against these claims. This obligation to indemnify lapses if the alleged infringement relates (i) to works or materials made available to Fozzels by the client for use, adaptation, processing or maintenance, or (ii) to changes made or caused to be made by the client to the software, web stores, websites, data files, equipment or other works or materials without Fozzels’ written permission. If it is irrevocably established in law that the software, web stores, websites, data files, equipment or other materials developed by Fozzels itself infringe any intellectual property right belonging to a third party or if, in Fozzels’ judgment, there is a reasonable chance that such an infringement will occur, Fozzels shall, if possible, ensure that the client can continue to use the delivered, or functionally equivalent other software, web stores, websites, data files, equipment or materials. Any other or more extensive indemnification obligation of Fozzels on account of infringement of an intellectual property right of a third party is excluded.
The Client warrants that no rights of third parties oppose the provision to Fozzels of equipment, software, material intended for web stores and websites, data files and/or other materials, designs, and/or other works for the purpose of use, maintenance, adaptation (including further development at the Client’s request), installation or integration, including having the appropriate licenses. Client indemnifies Fozzels against any claim by a third party based on the fact that such provision, use, maintenance, editing, installation or integration infringes any right of that third party.
The Client and Fozzels shall ensure that all information received from the other party which is known or should reasonably be known to be of a confidential nature shall remain secret. This prohibition does not apply if and insofar as disclosure of the data in question to a third party is necessary pursuant to a court order, a statutory regulation, on the basis of a legally issued order by a government authority or for the proper performance of the contract. The party receiving confidential data shall use it only for the purpose for which it was provided. Data shall in any case be considered confidential if it is designated as such by one of the parties.
Client acknowledges that the software provided by or through Fozzels is always of a confidential nature and contains trade secrets of Fozzels, its suppliers or the producer of the software.
If Fozzels is required under the agreement to provide some form of information security, such security shall conform to the specifications on security agreed upon
between the parties in writing. Fozzels does not guarantee that the information security will be effective under all circumstances. In the absence of an expressly defined method of security in the agreement, the security will meet a level that, given the state of the art, the costs of implementation, the nature, scope and context of the information to be secured known to Fozzels, the purposes and normal use of its products and services and the likelihood and severity of foreseeable risks, is not unreasonable.
Fozzels is entitled to unilaterally adjust the security measures from time to time and make technical and organizational changes.
Client is responsible for and shall adequately secure and maintain adequate security of its systems and infrastructure.
The access or identification codes, certificates or other security devices provided to the Client by or on behalf of Fozzels are confidential and shall be treated as such by the Client and shall be made known only to authorized personnel from the Client’s own organization. Fozzels is entitled to change assigned access or identification codes and certificates. Client is responsible for the management of authorizations and the provision and timely revocation of access and identification codes.
Where Fozzels has agreed with the client to provide hosting services, security will be provided by the supplier specified in the agreement. In this context, the terms and conditions of the relevant supplier (including its security policy) shall apply in the relationship between Fozzels and the Client, setting aside any provisions deviating therefrom in these General Terms and Conditions. The supplier’s terms and conditions are available via [insert url]. Fozzels will hold the supplier accountable for proper compliance with its contractual obligations to Fozzels.
Client shall indemnify Fozzels against claims of persons whose personal data have been or are being processed for which Client is responsible by law, unless Client proves that the facts underlying the claim are attributable to Fozzels.
The responsibility for the data, which are processed by the client using a service of Fozzels, lies with the client. Client warrants to Fozzels that the content, use and/or processing of the data is not unlawful and does not infringe any right of a third party. Client indemnifies Fozzels against any legal claim by a third party, on any basis whatsoever, in connection with these data or the performance of the contract.
If Fozzels performs services for the client as a processor, as referred to in personal data protection legislation, the client shall, at Fozzels’ first request, enter into a processor’s agreement in accordance with Fozzels’ model.
The total liability of Fozzels on account of attributable failure to perform the contract or on any legal ground whatsoever, expressly including any failure to perform a warranty or indemnification obligation agreed with the client or wrongful act, is limited to compensation for damages as elaborated in this article.
Direct damage is limited to a maximum of the amount of the price stipulated for that agreement (excluding VAT). If the contract is primarily a continuing performance contract with a term of more than one year, the price stipulated for that contract shall be set at the total of the fees (excluding VAT) stipulated for one year. In no event, however, shall Fozzels’ total liability for direct damage, on any legal basis whatsoever, exceed €250,000.
Indirect damages, including but not limited to consequential damages, lost profits, lost savings, diminished goodwill, damages due to business interruption, damages resulting from claims of client’s customers, are excluded.
Fozzels is never liable for damage caused by or attributable to third parties – whether or not part of the services and or other work provided by Fozzels – including but not limited to software suppliers and hosting parties.
Unless performance by Fozzels is permanently impossible, Fozzels’ liability for attributable failure to perform a contract arises only if the client immediately gives Fozzels written notice of default, setting a reasonable time for the cure of the failure, and Fozzels continues to fail imputably to perform its obligations even after that time.
Neither party is obliged to fulfill any obligation, including any legal and/or agreed warranty obligation, if it is prevented from doing so as a result of force majeure. Force majeure on the part of Fozzels includes: (i) force majeure of suppliers of Fozzels, (ii) improper performance of obligations of suppliers prescribed to Fozzels by the client, (iii) defectiveness of goods, equipment, software or materials of third parties whose use has been prescribed to Fozzels by the client,
(iv) governmental measures, (v) electricity failure, (vi) failure of internet, data network or telecommunication facilities, (vii) (cyber) crime, (cyber) vandalism, war or terrorism and (viii) general transportation problems.
Duration and termination
If and to the extent that the agreement between the parties is a continuing performance agreement, the agreement is entered into for the agreed term, failing which the term of one year shall apply.
The duration of a fixed-term contract is tacitly renewed each time for the duration of the originally agreed period, with a maximum of 1 year, unless the client or Fozzels terminates the contract in writing, observing a notice period of three months before the end of the period in question.
Each of the parties shall be entitled to dissolve the contract on account of an attributable failure to perform the contract only if the other party, in all cases after a written notice of default which is as detailed as possible and in which a reasonable period is given to remedy the failure, imputably fails to fulfill essential obligations under the contract. The client’s payment obligations shall in all cases be considered essential obligations under the agreement.
If, at the time of the dissolution, the client has already received performance in execution of the contract, such performance and the related payment obligations shall not be the object of undoing, Amounts invoiced by Fozzels before the dissolution in connection with what it has already duly performed or delivered in execution of the contract shall remain due in full and shall become immediately payable at the time of the dissolution.
If an agreement which by its nature and content does not end by completion has been entered into for an indefinite period, it may be terminated in writing by either party after proper consultation and stating reasons. If no period of notice has been agreed upon between the parties, a notice period of three months must be observed. Fozzels shall never be liable for any compensation on account of termination.
The Client is not entitled to prematurely terminate a contract of assignment entered into for a definite period, or a contract that ends by completion. Fozzels is permitted to terminate such a contract in writing, observing a notice period of three months. Fozzels shall never be liable for any compensation on account of termination.
If a contract ends, not through the fault or omission of the client, Fozzels may, at the request of the client, choose to support the client on the basis of its rates applicable at that time, to ensure that a new supplier or the client itself can take over the performance of the contract (whether or not in part).
The Client shall never sell, transfer or pledge its rights and obligations under a contract to a third party without Fozzels’ prior consent. Fozzels is entitled to sell, transfer or pledge its claims to payment of fees to a third party.
If any provision of these General Terms and Conditions is void or is nullified, the other provisions of these General Terms and Conditions shall remain in full force. In that case, Fozzels and the client will enter into consultation, with the aim of agreeing new provisions of as much the same scope as possible to replace the void or nullified provisions.
The applicability of purchasing or other conditions of the client is expressly rejected.
Applicable law and disputes.
The contracts between Fozzels and the client are governed by Dutch law. Applicability of the Vienna Sales Convention 1980 is excluded.
Disputes will be submitted to the competent court of the District Court Midden- Nederland, location Utrecht.