These general terms and conditions apply to all offers, agreements, and deliveries by Bluecore, a trade name of Bluedesk CRM B.V. (registered with the Chamber of Commerce under registration number 32118730) and Bluespice B.V. (registered with the Chamber of Commerce under registration number 42015280). Both are located at Meerpaal 14 G, 4904SK in Oosterhout. 

Article 1. Definitions

All capitalized terms in these General Terms and Conditions shall have the meaning attributed to them in this article, both in singular and plural form.

1.1. Account: the username, password, and any other authorization means that an End User needs to log in to – and use – certain parts of the Software.

1.2. General Terms and Conditions: these general terms and conditions of Bluecore.

1.3. Appendices: all documents referred to in Article 2.2 of the General Terms and Conditions, regardless of whether they are physically or digitally attached to the Agreement.

1.4. Client: any legal entity or natural person acting in the exercise of a profession or business who enters into an Agreement with Bluecore.

1.5. Services: all services that Bluecore will provide to Client under the Agreement, as described in Bluecore's proposal. These services may include, but are not limited to, providing licenses for Software, configuring or customizing the Software, providing hosting and management thereof, and performing other forms of Consultancy.

1.6. Consultancy: any form of providing expertise to the Client by Bluecore and/or by a third party engaged by Bluecore, including, but not limited to, the implementation of Software, custom development, providing training, and conducting analyses.

1.7. End Users: Any natural person who uses the Services under the Agreement, whether or not through their Account.

1.8. Intellectual Property Rights: all intellectual property rights and related rights, including, but not limited to, copyrights, database rights, domain name rights, trade name rights, trademark rights, design rights, neighboring rights, patent rights, as well as rights to know-how.

1.9. Customer Data: All data stored by the Client or individual End Users using the Services, or otherwise made available by the Client to Bluecore in connection with the Agreement.

1.10. Materials: all websites, (web) applications, data, documentation, concepts, texts, images, advice, reports, and other intellectual property in the broadest sense of the word.

1.11. Agreement: The full agreement concluded between Bluecore and the Client, including, but not limited to, any quotation or other offer from Bluecore and its Appendices.

1.12. Service Level Agreement: a separate agreement that parties conclude which contains further agreements regarding service levels for the delivery of Software.

1.13. Software: all software that Bluecore provides under the Agreement, including any (custom) adjustments, regardless of the form in which the software is made available to the Client.

1.14. Confidential Information: any information that is marked as confidential, or that the receiving party should reasonably understand to be of a confidential nature. Confidential Information shall in any event include Bluecore's Software and related Materials, and any business or technical information of Bluecore or its suppliers. This includes, but is not limited to, information relating to product plans, designs, costs, product prices, finances, marketing plans, business opportunities, personnel, research, development, and know-how of Bluecore or its suppliers, regardless of the form or manner in which such information is provided.

Processor Agreement: A separate agreement that parties enter into, in which further arrangements are made regarding the processing of personal data.

Article 2. Applicability and Ranking

2.1. These General Terms and Conditions apply to every Agreement concluded between parties, even if they are not provided to the Client again in a future quotation or future offer.

2.2. The Agreement between the parties may consist of different documents. These documents shall, in principle, supplement each other. In the event of contradictions, however, the order of precedence mentioned below shall always apply, whereby the document mentioned earlier takes precedence over the document mentioned later:

Article 3. Formation of the Agreement

3.1. All quotations and offers from Bluecore are non-binding and valid for 30 days from the date stated in the quotation or offer. Bluecore is not obligated to accept an acceptance after this period has expired, but if Bluecore does so, the quotation or offer will be considered accepted.

3.2. If Bluecore bases a quotation or offer on data or information provided by the Client which turns out to be incorrect, Bluecore has the right to adjust the quotation, offer, or the already concluded Agreement accordingly.

3.3. Bluecore is not bound by any deviating acceptance of the quotation or offer by the Client, not even when the deviation concerns only subordinate aspects as referred to in Article 6:225 paragraph 2 of the Dutch Civil Code (hereinafter: “BW”).

Article 4. Performance of the Agreement

4.1. After the Client accepts the quote or offer, Bluecore will endeavor to deliver the Services as soon as possible, in accordance with the Agreement. Any deadlines mentioned by Bluecore are always indicative and do not constitute final deadlines.

4.2. The Services shall be provided by Bluecore to the Client on a “best effort” basis, unless Bluecore has expressly committed to a concrete result or a specific guarantee in the Agreement.

4.3. Bluecore has the right to carry out the Agreement in different phases and to invoice the Client separately for the different phases.

4.4. Bluecore has the right to engage third parties in the performance of the Agreement. Any costs associated with this will only be borne by the Client if this has been agreed upon in advance.

4.5. Bluecore shall take into account reasonable requests from the Client when performing the Agreement, or provide a motivated explanation why it does not do so. If the Client insists on implementing the request despite this explanation, Bluecore shall (to the extent the request is reasonably feasible) carry out the work at the Client's risk.

4.6. The Client shall do and refrain from doing what is reasonably necessary to enable correct and timely delivery of the Services. In particular, the Client shall ensure that all information and Materials that Bluecore indicates are necessary, or that the Client should reasonably understand are necessary, are made available to Bluecore in a timely and cost-free manner.

4.7. The Client is responsible for the accuracy and completeness of the information and materials provided to Bluecore. Bluecore has the right, but not the obligation, to review this for accuracy and completeness. If it appears that the information or materials contain inaccuracies or are incomplete, Bluecore has the right to suspend the Services until the Client has rectified the deficiencies.

4.8. The Client is obliged to follow all reasonable advice and instructions from Bluecore when using the Services.

Article 5. Account

5.1. To use the Software, the Client and its End Users need an Account. The Client and its End Users are responsible for keeping login credentials confidential. Accounts are personal and may not be used by multiple individuals.

5.2. Unless otherwise agreed, the Client is responsible for creating, managing, and, if necessary, revoking Accounts, also on behalf of its End Users. The Client must monitor whether the authorizations and access rights assigned to End Users are still up-to-date.

5.3. All actions performed via an Account, including by the Client's End Users, are at the Client's expense and risk. Bluecore may assume that these actions were performed by the Client itself or with the Client's permission.

5.4. If the Client suspects or ascertains that an Account is being misused, they shall immediately take all measures necessary to prevent (further) misuse, for example by changing the password. If the Client does not have the option to take appropriate measures themselves, the Client shall immediately report this to Bluecore, so that Bluecore can take the necessary measures. The reasonable costs incurred from taking these measures shall be borne by the Client.

Article 6. Acceptance Test

6.1. If agreed or if it arises from the nature of the Services, the Client may subject (the results of) the Services to an acceptance test. The Client shall carry out the acceptance test in accordance with the provisions of this article.

6.2. Prior to carrying out the Agreement, the Parties shall document in writing the requirements to which the Services must comply. Bluecore shall then carry out the Agreement and deliver the Services to the Client.

6.3. The Client shall carry out an acceptance test within 14 days after delivery by Bluecore and approve or reject the Services in writing. If the Client does not reject the Services within this period, or if the Client puts the Services into operational use, they shall be deemed accepted. The Client must provide sufficient justification for any rejection, enabling Bluecore to remedy any defects.

6.4. Client may reject the Services only if they do not meet the agreed-upon requirements or specifications. Client shall not withhold its approval due to minor defects, but such defects will nonetheless be rectified by Bluecore as soon as possible after acceptance.

6.5. In case of rejection, Bluecore will make every effort to rectify the reason for rejection as soon as possible. Bluecore can do this by providing a reasoned explanation as to why the reason for rejection is invalid, or by implementing adjustments. The Client will then perform a new acceptance test.

6.6. The costs for any repair work shall be borne by the Client, unless the parties have agreed on a fixed price for the Services. If the repair work is the result of a attributable shortcoming of Bluecore, these shall be borne by Bluecore.

6.7. If the Agreement is performed in phases, Bluecore may suspend the performance of the Services in a subsequent phase until the Client has approved the results of the preceding phase in writing.

6.8. In the event of the Client's acceptance of the Services, Bluecore's liability for any defects in the delivered product shall cease after a warranty period of 1 month following such acceptance. Bluecore may perform maintenance for the Client if this is part of the Agreement.

Article 7. Consultancy – General

7.1. If the provision of the Services includes the provision of Consultancy, then the provisions of Articles 7 and 8 of these General Terms and Conditions shall apply in relation thereto.

7.2. Bluecore shall carry out Consultancy in a professional and careful manner.

7.3. Unless the parties expressly agree otherwise, Consultancy shall be charged based on the time and costs incurred by Bluecore at the hourly rate specified in the Agreement. If the parties have not agreed on an hourly rate, Bluecore shall be entitled to charge its customary hourly rate for the Consultancy already performed.

7.4. If results delivered through Consultancy contain clear errors or deficiencies directly caused by Bluecore's unprofessional or careless execution, and the Client reports this within 10 working days after the delivery of the relevant result, Bluecore shall only be obliged to reasonably endeavor to correct such material deficiencies or, if this proves impossible, to credit a proportionally reasonable amount, in Bluecore's judgment, that was paid for the relevant Consultancy.

Article 8. Consultancy – location, times, and cancellation

8.1. At the Client's request, Bluecore may consider performing work on-site, provided it is agreed upon in writing. If the parties have reached an agreement for Bluecore to perform the Consultancy on-site at the Client's premises, the reasonable travel and accommodation expenses may be charged separately by Bluecore to the Client.

8.2. Consultancy can only be purchased in half-day units. A Consultancy day consists of 8 working hours, and a half-day consists of 4 working hours. When only a half-day is purchased, the work will be performed remotely, unless the parties have agreed otherwise.

8.3. Consultancy shall take place during regular office hours (Monday through Friday, 8:00 AM – 6:00 PM), unless otherwise agreed in writing. Bluecore can in no event be obligated by the Client to perform Consultancy outside of regular office hours. If Bluecore, at the request of the Client, deems itself willing to do so, Bluecore is entitled to charge an increased rate for Consultancy outside of office hours, namely:

Monday through Friday, between 6:00 p.m. and midnight: 125% of the standard rate.
Monday through Friday, between 12:00 a.m. and 8:00 a.m.: 200% of the standard rate.
Saturday: 150% at the usual rate.
Sundays and national holidays: 200% of the regular rate.

8.4. Arrangements regarding days and/or parts of days on which Consultancy will take place may be canceled or changed free of charge up to five (5) days prior to the scheduled date, at the latest.

8.5. Cancellations and/or changes must be communicated to Bluecore in writing.

8.6. In case of cancellation or modification within this period, the Client shall owe Bluecore the full cost of the agreed day(s) or part(s) of days.

Article 9. Intellectual Property Rights

9.1. All Intellectual Property Rights in the Software and other Materials that Bluecore develops or provides under the Agreement shall vest in Bluecore or its suppliers, unless otherwise agreed in writing.

9.2. The Client obtains a non-exclusive, non-transferable, and non-sublicensable right to use the Software and other Materials for the duration of the Agreement only.

9.3. The Client is not permitted to make changes to the Software and other Materials, nor to remove or alter any indications of Intellectual Property Rights therefrom.

9.4. The Client explicitly has no right to access the source code or source files of the Software and other Materials, except in cases where this is permitted by mandatory law.

9.5. The Client is not permitted to reverse engineer (for example, through decompilation) the Software and other Materials, except in cases where this is permitted by mandatory law.

9.6. Bluecore may take (technical) measures to protect the Software or Materials. If such security measures have been taken, the Client is not permitted to circumvent or remove them.

Article 10. Customer Data

10.1. All rights to Customer Data shall vest in the Client. Bluecore shall only use Customer Data to the extent necessary for the provision of the Services.

10.2. If and to the extent the Client Data consists of personal data within the meaning of the General Data Protection Regulation (“GDPR”), the provisions of the Data Processing Agreement shall apply to the processing thereof.

10.3. If the Agreement terminates, regardless of the reason for termination, Bluecore shall destroy or delete the Customer Data as soon as possible, subject to the provisions of Article 11 of these General Terms and Conditions.

Article 11. Exit Scheme

If the Agreement is terminated, Bluecore may, at the request of the Client, provide a copy of the Customer Data in a commonly used file format and in a commonly used manner. Bluecore may charge the Client separately for the costs incurred in doing so.

11.2. The Client must submit the aforementioned request in writing to Bluecore before the end date of the Agreement. Bluecore is only obligated to cooperate with the request if all amounts due by the Client and any other obligations under the Agreement have been fully paid or fulfilled.

11.3. Bluecore has the right to delete all Customer Data and associated environments after the copy as described above has been delivered to the Client and the Client has confirmed receipt thereof. If the Client does not submit a request as referred to in paragraph 1 of this article, Bluecore has the right to delete the Customer Data and associated environments on the date the Agreement terminates.

Article 12. Confidentiality

12.1. The Parties shall keep each other's Confidential Information strictly confidential and shall only use it for the purpose for which it is provided.

12.2. The receiving party shall ensure that Confidential Information of the disclosing party receives the same level of protection as its own confidential information, but at least a reasonable level of protection.

12.3. The parties shall impose the obligation regarding Confidential Information described above on their employees and any engaged third parties.

12.4. The duty to keep Confidential Information secret does not apply, if and to the extent that the receiving party can prove that it:

12.5. If a party receives an order from an authorized body to disclose Confidential Information, it is entitled to proceed with the disclosure. However, the disclosing party shall be informed of the order as soon as possible (in advance), unless this is legally prohibited. If the disclosing party indicates that it wishes to take legal action against the order (e.g., through summary proceedings), the receiving party shall postpone the disclosure until a decision has been made, insofar as this is legally possible.

Article 13. Payment Terms

13.1. As compensation for the Services, the Client shall pay the prices stated in the Agreement. Unless expressly stated otherwise, all prices quoted by Bluecore are exclusive of value added tax and other levies imposed by the government.

13.2. Bluecore has the right to pre-invoice the Services. Client hereby consents to electronic invoicing by Bluecore. All invoices sent by Bluecore are subject to a payment term of 30 days, calculated from the invoice date.

13.3. If the Client disagrees with the content of an invoice, the Client has the right to suspend the disputed (but not the other) part of the invoice. Any dispute must be communicated to Bluecore in writing within the payment term. Bluecore will assess as soon as possible after the dispute whether it is justified or not. If the dispute turns out to be unjustified, the Client shall pay the outstanding amount within 14 days after Bluecore's notification of this unjustified dispute.

13.4. If the Client fails to pay an invoice in full or in part within the payment period, apart from the situation described in the previous paragraph, the Client shall be in default by operation of law. In such a case, Bluecore is entitled to charge the Client (i) the statutory interest for commercial transactions on the outstanding amount, and (ii) suspend the Services in whole or in part until the outstanding amount has been paid in full by the Client.

13.5. If the Client fails to pay an outstanding invoice again after a reminder or notice of default, Bluecore has the right to hand over the claim for collection. Any extrajudicial and judicial costs incurred by Bluecore, including the costs of lawyers, attorneys, bailiffs, and collection agencies, shall in that case be entirely at the expense of the Client.

13.6. Bluecore is entitled to adjust its rates annually based on the CBS service price index, series 2021=100, compared to the last published quarter prior to the indexation by Bluecore. In such a case, the Client does not have the right to terminate the Agreement.

The client is not entitled to offset its payment obligations with any claims against Bluecore, for whatever reason.

Article 14. Liability

14.1. Bluecore's liability for damages or other claims resulting from a culpable breach of contract (including breaches of warranties or indemnities), tort, or any other ground, shall be limited per calendar year to the amount owed by the Client to Bluecore under the Agreement (excluding VAT) over a period of 6 months prior to the occurrence of the damage, and to a maximum of 500,000 euros per year, regardless of the number of events. One-time costs (e.g., in connection with implementation costs) shall explicitly not be included in the calculation of the aforementioned maximum.

14.2. Notwithstanding the foregoing, Bluecore shall not be liable for indirect damages. In this case, indirect damages mean: loss of profit, missed savings, diminished goodwill, and damages due to business stagnation.

14.3. Bluecore's liability for a attributable breach of the Agreement shall only arise if Bluecore is given notice of default by the Client immediately and in a proper and thorough manner in writing, whereby a reasonable period is granted to remedy the breach and Bluecore continues to be attributable in breach after that period. The notice of default must contain a description of the breach that is as detailed as possible, so that Bluecore is able to respond adequately.

14.4. Any limitations or exclusions of Bluecore's liability included in the Agreement shall lapse if and to the extent that the damage is caused by the intent or conscious recklessness of Bluecore's management, or by death or bodily injury.

Article 15. Force Majeure

15.1. Bluecore is not obligated to perform the Agreement if performance is prevented due to force majeure.

15.2. Force majeure shall in any event, but not exclusively, be understood by the parties to include: fire, floods, strikes, power outages, failures in the telecommunications infrastructure, force majeure events of Bluecore's suppliers, network attacks, import and export restrictions, war, and terrorism. Any liquidity problems of the Client do not qualify as force majeure.

15.3. To the extent that Bluecore has already performed or can still perform a part of the Agreement at the time the force majeure arises, and this part has independent value, Bluecore has the right to perform and invoice the performed or performable part separately to the Client.

15.4. In case of force majeure, Bluecore may suspend the performance of the Agreement for as long as the situation persists. If the situation lasts longer than 3 months, both parties have the right to terminate the Agreement in writing, without any obligation to compensate the other party for damages.

Article 16. Duration and termination

16.1. If the Agreement exclusively concerns the provision of specific Services that conclude upon the completion of specific work or tasks (i.e., if it is a “one-off agreement”), the term shall be equal to the period required for the provision of the relevant Services.

16.2. If the Agreement relates wholly or partly to the periodic or continuous supply of certain Services (i.e., if it is a “continuing contract”), the term shall be laid down in the Agreement. If the parties have not made further agreements regarding the term, the Agreement shall be deemed to have been entered into for a period of at least 12 months.

16.3. Unless the parties agree otherwise, an agreement for an indefinite period may be terminated by both parties in writing at the end of the term, subject to a notice period of 3 months. If such termination does not occur, the Agreement will be automatically extended by a period of 12 months.

16.4. The parties are not permitted to terminate the Agreement prematurely, except in cases where an explicit exception is made in these General Terms and Conditions or in other Appendices to the Agreement.

16.5. Bluecore has the right to suspend (in whole or in part) or terminate or dissolve (in whole or in part) the Agreement with immediate effect, if:

16.6. In the event of termination of the Agreement, there shall be no unwinding of Services already rendered and the related payment obligations.

16.7. Upon termination or dissolution of the Agreement, any outstanding claims of Bluecore against the Client shall become immediately due and payable, regardless of the reason for termination.

Article 17. Personnel

17.1. The Client is not permitted, for the duration of the Agreement and for one year thereafter, to hire employees of Bluecore or otherwise engage them, directly or indirectly, for the Client's services, without the prior written consent of Bluecore. This prohibition does not apply if the employee responds on their own initiative to a vacancy offered to the general public that has been published through usual channels.

17.2. In this context, Bluecore employees include individuals who are, or were within the past year, employed by Bluecore or any affiliated company of Bluecore, regardless of the reason for employment or separation.

17.3. Bluecore is free to supply to third parties in addition to the Client, even if they are competitors of the Client.

17.4. In case of violation of the prohibition mentioned in paragraph 1, Bluecore may, without prior notice of default, claim an immediately due and payable penalty of €50,000 per violation from the Client.

17.5. Without prejudice to the right to a penalty as provided for in the previous paragraph, Bluecore reserves the right to claim damages if the damage suffered by Bluecore exceeds the amount of the contractual penalty.

Article 18. Amendments

18.1. Bluecore reserves the right to amend these General Terms and Conditions and will announce changes to the Client at least 30 days in advance. Amendments will also apply to Agreements already concluded.

18.2. If the Client does not wish to accept a change, the Client may object in writing within 14 days of the announcement. If Bluecore decides to implement the change despite the Client's objection, the Client may terminate the Agreement in writing, effective from and no later than the date on which the change takes effect.

18.3. The procedure described above does not apply to minor changes or changes that are to the Client's benefit. Such changes may be implemented by Bluecore unilaterally and with immediate effect. The Client will be informed of such changes as soon as possible.

Article 19. Miscellaneous

19.1. The parties may only transfer rights and obligations arising from the Agreement to a third party with the written consent of the other party. However, Bluecore has the right to transfer the Agreement without prior consent or cooperation from the Client to a parent, sister, or subsidiary company or to a third party in the event of a merger or acquisition. Bluecore will inform the Client in writing as soon as possible if such a transfer has taken place.

19.2. Dutch law applies to the Agreement. To the extent that mandatory law prescribes otherwise, any disputes between parties related to the Agreement shall be submitted to the Dutch courts in the district where Bluecore is located.

19.3. If a provision of the Agreement proves to be void, voidable, or otherwise invalid, this shall not affect the validity of the entire Agreement. In such a case, the Parties shall establish a new provision to replace it, which shall give effect to the intention of the original clause to the greatest extent legally possible.