Allgemeine Geschäftsbedingungen

Article 1 – General  

The private limited company is registered at the Chamber of Commerce under number 53765273 and is located at Kieler Bocht 9E (9723 JA) in Groningen, hereinafter referred to as “Platform Owner“. The Platform Owner is the provider of the Application that the User can use.

The User must accept these conditions before they can claim a Compensation. The Platform Owner advises everyone who uses the Application to regularly review the terms in case of changes.

These conditions should be assessed and interpreted in the spirit of these terms.

Article 2 – Definitions

1. New Member: a third party (“scientist”) who has been introduced to the Platform Owner through the mediation of the User. This new member must be a paying user.
2. Compensation: the wage in the sense of articles 7:425 and 7:426 of the Dutch Civil Code that the User receives per Registration of a New Member on the Application of the Platform Owner, as specified in Article 8 of this agreement.
3. User: is the contractor in the sense of article 7:425 of the Dutch Civil Code and user of software from elabnext.com.
4. Third Parties: A natural person who acts in the exercise of his profession and has not yet taken any Service from the Platform Owner.
5. Service: A paid membership for the Application of the Platform Owner, to be called elabnext.com.
6. Agreement: these program terms and conditions, containing the conditions for cooperation between Parties which has been approved by the Parties through an electronic consent.
7. Registration: an agreement (comprising the provision of the Service by the Platform Owner to Third Parties) is considered as established between parties, in the sense of article 7:426 of the Dutch Civil Code.
8. Application: the Application of the Platform Owner, to be called: www.elabnext.com.

Article 3 – Duration of the Agreement

1. This agreement is entered into for an indefinite period and commences on 01-01-2024.
2. If the User is a natural person, the agreement shall automatically terminate upon the death of the User.
3. The agreement may be terminated in writing by either party, subject to a notice period of one month.
4. Each of the parties is entitled to terminate the agreement immediately for an urgent reason, which must be communicated to the other party without delay. This includes, in particular, if one of the parties is in suspension of payments, bankruptcy has been applied for, or the respective business ends due to liquidation or other than by merging or reconstruction of the business. Also, if the User has not delivered any customers for a period of two months, the Platform Owner is entitled to terminate the agreement with immediate effect.
5. Upon termination of this agreement for a reason as mentioned in paragraph 4, the User has no right to any compensation still to be paid.

Article 4 – Subject of the Agreement

1. The parties commit themselves to faithfully fulfill the obligations arising from this Agreement.
2. The User works outside any employment relationship and in full independence. The User only mediates in the establishment of agreements between the Platform Owner and Third Parties for the provision of a Service by the Platform Owner. The User receives Compensation for each Registration that has been established through their mediation with a New Member.
3. The User is entitled to Compensation for all Registrations of New Members on the Application of the Platform Owner by the User. The right to Compensation does not expire over time.

Article 5 – Scope of the Agreement

1. The agreement between the Platform Owner and the User is not exclusive. This means that the Platform Owner may also approach Third Parties themselves to offer their Services. The Platform Owner has the right to allow, in addition to the User, other third parties in any way to offer, sell, or otherwise lead to the sale of its Services to Third Parties, directly or indirectly, all in accordance with what is determined in this agreement.
2. The User is free to also mediate for other parties.

Article 6 – Obligations of the User

1. The User is obliged to carry out the activities at their own expense and risk. Any compensation for this will be made through the Compensation.
2. The User is obliged not to speak negatively about the services, employees, and all other relationships of the Platform Owner in any way.
3. The User is not allowed to use the logo or trade name of the Platform Owner in their expressions or present themselves in any other way as the Platform Owner, part of the Platform Owner, or employee of the Platform Owner without written permission from the Platform Owner. The Platform Owner always has the right to withdraw their permission regarding the use of the logo or trade name of the Platform Owner without any reason, without the User having any right to any compensation whatsoever.
4. The User is not allowed to engage third parties concerning the execution of this agreement without prior written permission from the Platform Owner.

Article 7 – Obligations of the Platform Owner

1. The Platform Owner is obliged to inform the User if a New Member has Registered through the User.
2. If no agreement is established between a New Member and the Platform Owner, the User will not receive any Compensation.
3. The Platform Owner is not obliged to accept all New Members as new users.

Article 8 – Compensation

1. The User receives compensation for bringing in New Members on the Application of the Platform Owner. This compensation is a maximum of 50 euros in a voucher and a 50 euros donation to a charity of the Platform Owner’s choice per New Member.
2. The payment of the Compensation takes place one month after the New Member has registered through the User.
3. The User must provide their (email) address to the Platform Owner before receiving compensation.

Article 9 – Confidentiality

1. The Platform Owner and the User are obliged to maintain confidentiality of all confidential information obtained in the context of this agreement, including the technical and commercial information obtained from the other party during the execution of this Agreement.
2. If the Platform Owner is required to disclose confidential information to a third party designated by law or a competent court, and cannot invoke a right of non-disclosure, and if such disclosure is due to a legal provision or a judicial decision, the Platform Owner is not liable for any damages, and the User has the right to dissolve the agreement.
3. The Platform Owner also imposes this confidentiality obligation on third parties they engage.
4. This confidentiality obligation remains in effect even after this agreement has ended.

Article 10 – General Terms and Conditions  

No general terms and conditions apply to this agreement.

Article 11 – Liability

1. The Platform Owner is not liable to the User under any circumstances.
2. Insofar as the exclusion of liability is annulled in court, in that case, the liability of the Platform Owner is limited to the maximum amount of compensation that the Platform Owner has become due in the month prior to the event causing the damage. There is never any liability for indirect damage (such as consequential damage, lost turnover and profit, loss of data, and non-material damage).

Article 12 – Personal Data

1. The Platform Owner handles the (personal) data of Users who use the Application carefully.
2. Processing of personal data will only take place in the context of the execution of the Platform Owner’s Services. The Platform Owner will not process personal data for any other purpose.
3. If the Platform Owner, due to the nature of the offered Service, is required to provide security of information, this security will meet the agreed specifications and a security level that, given the state of technology, the sensitivity of the data, and the associated costs, is not unreasonable.

Article 13 – Final Provisions

1. The rights and obligations arising from this Agreement may not be transferred to third parties without the prior written consent of the User.
2. The fact that one of the Parties fails to demand strict compliance with one of the contractual obligations should not be understood as the tacit renunciation of the contractual rights which this Party has under the current Agreement, and does not prevent the latter from subsequently still demanding strict compliance with the relevant provisions or other provisions of this Agreement.
3. The User will notify the Platform Owner of any change of relevant data at least 14 days prior to the date of change.

Article 14 – Disputes

1. This agreement is governed by Dutch law.
2. If a provision of this agreement proves to be null and void or non-binding, the parties remain bound by the other provisions. The parties will replace the null and/or non-binding provision(s) with a binding provision whose scope is as similar as possible to the provision(s) to be replaced, within the framework of this agreement.
3. The competent court in case of a dispute that cannot be resolved amicably is the court of North Netherlands, Groningen location.