Version 2.0
Article 1: Definitions
The terms listed below, where capitalised, have the following meanings ( whether written in the singular or the plural):
GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, repealing Directive 95/46/EC (General Data Protection Regulation).
Contracting Party: the person or organisation that has entered into an Agreement with ZooEasy or submits an application to that effect.
Data: the data entered by a User via the Service.
Service: the provision and maintenance by ZooEasy, whether or not for a fee, of the Software on the Server for the benefit of the Contracting Party, as well as the development of the Customised Software.
Documentation: the user-oriented manuals intended to assist in the use of the Software.
Defect: a demonstrable deviation in the Software and/or Service from the characteristics agreed for it in the Specifications.
User: the person who actually uses the Service.
Terms of Use: the terms and conditions applicable to the User of the Software.
Intellectual Property Rights: all intellectual property rights and related rights, such as copyright, trade mark rights, patent rights, design rights, trade name rights, database rights and neighbouring rights, as well as rights to know-how and original works.
Customised Software: software developed on behalf of the Contracting Party.
Agreement: the agreement between the Parties regarding the Service, including these Terms and Conditions, the Terms of Use and/or any other terms, provisions or statements declared legally applicable to the legal relationship between the Parties in accordance with the Terms and Conditions.
Party: any party to the Agreement.
Parties: ZooEasy and the Contracting Party jointly.
Privacy Policy: ZooEasy’s policy, in which ZooEasy informs the User (among other things) which personal data is processed, for what purpose this processing takes place and how long the personal data is retained.
Software: the ZooEasy online software, including new versions and custom software.
Server: a computer managed by or on behalf of ZooEasy, running web server software that is accessible via the internet.
Specifications: the functionality and operation of the Software or the Customised Software as described in the Agreement.
Processor Terms: the terms and conditions governing the rights and obligations relating to the processing of personal data, as referred to in Article 28(3) of the GDPR.
Terms and Conditions: these general terms and conditions of ZooEasy, which form part of the Agreement.
Website: the websites under the domain names www.zooeasy.nl, www.zooeasy.com and
www.zooeasyonline.com and all associated subdomain names.
ZooEasy: Dr. Van Haeringen Laboratorium B.V., Chamber of Commerce number 09112692.
Article 2: Applicability
2.1 These Terms and Conditions apply to all offers, quotations, Agreements and to all (legal) acts between the Parties, even if such (legal) acts do not result in, or are not related to, an Agreement.
2.2 The Terms and Conditions also apply to any use of the Website by the Contracting Party.
2.3 The applicability of any (general) terms and conditions used by the Contracting Party is excluded.
Article 3: Communication
3.1 Communication between ZooEasy and the Contracting Party may take place electronically, unless otherwise provided for in these Terms and Conditions and/or the Agreement and/or by law.
3.2 Electronic communications sent by ZooEasy shall be deemed to have been received on the day of dispatch, unless the Contracting Party proves otherwise. If the communication has not been received as a result of delivery and/or accessibility issues relating to the Contracting Party’s email inbox, this is at the Contracting Party’s risk, even if the email inbox is hosted by a third party.
Article 4: Formation of the Agreement
4.1 Any communications from ZooEasy regarding the provision of the Service shall be deemed an invitation to make an offer. Unless a separate written agreement is concluded, the Agreement shall be formed upon ZooEasy’s confirmation of the Contracting Party’s order.
Article 5: Service(s)
5.1 Before a User can use the Software, they must accept the Terms of Use, which are provided upon login and can also be viewed on the Website.
5.2 ZooEasy shall provide the Contracting Party with the agreed number of usernames and passwords for the purpose of the Service. The Contracting Party is permitted to provide the usernames and passwords to Users on condition that the Users accept the Terms of Use. Failure by a User to accept the Terms of Use shall under no circumstances lead to a refund of any sums already paid by the Contracting Party. The Contracting Party is responsible for the careful and secure use of the login details.
5.3 Responsibility for Data entered by Users rests with the Contracting Party.
5.4 ZooEasy is entitled to modify the Software from time to time in order to improve its functionality, to remove unnecessary or unsupported links and/or features, to rectify Defects, or to comply with regulations laid down by or pursuant to the law. ZooEasy shall endeavour to resolve any Defects in the Software, but cannot guarantee that all Defects will be rectified. If a modification results in a change to the functionality, ZooEasy shall notify the Contracting Party of this prior to the change. The Documentation for the current version of the Software will always be available on the Server in electronic form for the User.
5.5 All work to be carried out by ZooEasy (including but not limited to the Service) shall be performed on a best-efforts basis. Any agreements regarding the service level shall be agreed in writing.
5.6 It is prohibited to use the Service for acts and/or conduct that contravene Dutch or other applicable laws and regulations or public order and morality, all of which shall be determined solely at the discretion of ZooEasy.
Article 6: Availability and Maintenance
6.1 ZooEasy cannot guarantee that the Service will always be available or function without interruption, errors or defects, or that the information provided via the Service is complete, accurate and/or up-to- date. ZooEasy is entitled to temporarily suspend the Service (scheduled and unscheduled) for purposes including maintenance, modification, improvement or security of the Website, the Software and/or ZooEasy’s Server. ZooEasy shall notify the Contracting Party in good time in advance of any planned suspension. ZooEasy shall under no circumstances be liable to the Contracting Party for any compensation whatsoever in respect of the suspension of the Service referred to in this paragraph.
6.2 ZooEasy shall endeavour to ensure that the agreed Service always functions properly and shall strive for the highest possible availability, quality and security of the Service. However, ZooEasy gives no guarantee whatsoever in this regard. Availability is understood to mean that the Server is accessible via the internet at the URL provided to the Contracting Party and that the Software is actually running on the Server. Availability therefore does not mean the existence of a working point-to-point connection between the Contracting Party’s systems and the Server. ZooEasy is not responsible for a working point-to-point connection between the Contracting Party’s systems and the Server.
6.3 If, through ZooEasy’s fault, the Service is unavailable for a continuous period exceeding one (1) month, the Customer shall be entitled to a refund of the prepaid annual fees on a pro rata basis for the period during which the Service was unavailable.
6.4 ZooEasy is entitled to make new versions of the Service available and is not obliged to continue offering and/or supporting older versions.
6.5 ZooEasy reserves the right to remove (without notice) certain information, data and/or other materials and/or communications.
Article 7: Support
7.1 ZooEasy will provide the Contracting Party with support in using the Service. Support is provided both by telephone and by email. ZooEasy will endeavour to answer queries adequately. However, ZooEasy cannot guarantee the accuracy and/or completeness of the information provided.
7.2 The Contracting Party shall designate persons within its organisation who are qualified to act as support contact persons.
Article 8: Prices and Payment
8.1 The Customer shall pay ZooEasy the price stated in the Agreement for the Services ordered by the Customer. Payment shall be made in the manner specified in the Agreement, subject to the provisions of Article 8.6.
8.2 Prices are exclusive of VAT and other government levies, unless otherwise stated.
8.3 The prices stated on the ZooEasy website and in advertising may be changed without prior notice.
8.4 If the Contracting Party pays by invoice, which is only possible after ZooEasy has offered the Contracting Party that option, the Contracting Party must pay within fourteen (14) days of receipt of the invoice, unless ZooEasy has specified a different term. An invoice sent electronically is deemed to have been received on the day of dispatch. Invoices sent by post are deemed to have been received within two (2) working days of the postmark in the Benelux and within five (5) working days of the postmark in other countries.
8.5 In the event of late payment, the Contracting Party shall be in default by operation of law without any further notice of default, in which case all payment obligations of the Contracting Party towards ZooEasy shall become immediately due and payable; ZooEasy shall be entitled: 1) without the need for a notice of default or notification, to charge statutory interest on the full amount due from the date on which payment should have been made until the date on which the amount due was ZooEasy; and 2) after ZooEasy has sent the Contracting Party a notice of default setting a reasonable period within which to make payment and payment has not been made, to transfer the claim for collection to a third party. The Contracting Party shall reimburse all costs that ZooEasy and this third party incur in collecting the amount due, including, among other things, costs of legal assistance, litigation costs and extrajudicial costs, the latter being a minimum of fifteen per cent (15%) of the outstanding sum. 8.6 ZooEasy is entitled to suspend or restrict access to and use of the Service or its services until the full outstanding amount has been received by it. Should the Contracting Party subsequently fulfil its obligations, costs for reconnection shall be payable by the Contracting Party.
8.7 Any payment made by or on behalf of the Contracting Party which is received by ZooEasy shall always be deemed to have been applied first towards the statutory interest, default interest, extrajudicial collection costs and legal costs owed by the Contracting Party, and subsequently in order of age of the outstanding claim(s), regardless of any instructions to the contrary from the Contracting Party.
8.8 As of 1 January of each calendar year, the fees payable for the Service shall be indexed on the basis of the change in the monthly price index in accordance with the index figure “Collective Labour Agreement wages for the private sector, contractual wage costs and working hours; index figure”, published by Statistics Netherlands. In addition, ZooEasy is entitled to pass on price increases from suppliers to the Service where it deems this appropriate.
8.9 The Contracting Party may only object to the invoice within 7 days of the invoice date. Thereafter, the Contracting Party is deemed to have agreed to that invoice. An objection does not suspend the payment obligation.
Article 9: Intellectual Property Rights
9.1 The Intellectual Property Rights to the Software made available by ZooEasy under the Agreement shall remain vested in ZooEasy or in the third party from whom ZooEasy has obtained the right to make (part of) this Software available to the Customer.
9.2 If, in ZooEasy’s opinion, it is likely to be established that the Software made available by ZooEasy under the Agreement infringes any right of a third party, ZooEasy shall be entitled, at its discretion, 1) to ensure that the Customer can continue to use the Software made available, or 2) to suspend the provision of the relevant Services against a pro rata refund of the fee paid by the Contracting Party, insofar as this corresponds to the period during which the Service was unavailable, or 3) to make equivalent Software available, in ZooEasy’s reasonable opinion. Any further liability, obligation to continue performance or obligation to pay compensation is hereby excluded.
9.3 The Contracting Party warrants that, if and insofar as it makes materials or data available to ZooEasy under the Agreement, it is entitled to do so and that such materials and data do not infringe the rights of third parties.
9.4 Unless required by law or permitted under the Agreement, the Customer may not use the Software provided, including the Documentation, as a basis for creating new software, nor may the Customer reproduce, decompile, reverse-engineer, translate, modify or perform any similar acts as those mentioned above. Furthermore, it is not permitted to remove or circumvent security measures or technical (usage) restrictions of the Software.
9.5 ZooEasy has a perpetual right to use the Data for the purpose of (improving, supplementing or adapting) its services and internal organisation/operations, including any future aspects thereof. This use includes, amongst other things, conducting its own (statistical) research, provided that the Data is anonymised before it is used.
9.6 All Data which the User expressly indicates to be confidential is excluded from the right of use set out in the previous paragraph.
Article 10: Privacy
10.1 The responsibilities and obligations under the GDPR are set out in the Data Processor Terms and the Privacy Policy, which explicitly apply to the (provision of the) Service.
Article 11: Right of withdrawal
11.1 This article applies only if the Contracting Party is a natural person acting outside the scope of their trade, business or profession.
11.2 The Contracting Party has the right to withdraw from the Agreement within a period of fourteen (14) days without giving reason. The withdrawal period expires fourteen (14) days after the day on which the Contracting Party purchased the Service.
11.3 To exercise the right of withdrawal, the Contracting Party must notify ZooEasy of their intention to withdraw from the Agreement by means of an unambiguous statement (in writing or by email).
11.4 If the Customer withdraws from the Agreement, the Customer shall receive a refund of all payments made by the Customer up to that point under the Agreement within fourteen (14) days of ZooEasy being notified of the decision to withdraw from the Agreement, from ZooEasy. ZooEasy will refund the Customer using the same payment method with which the Customer made the original transaction, unless the Customer has expressly agreed otherwise; in any event, no costs will be charged for such a refund.
11.5 The Contracting Party is obliged to pay costs proportionate to the use of the services received up to that point. ZoEasy is entitled to calculate this fee on the basis of the Service provided.
Article 12: Liability
12.1 ZooEasy’s total liability for attributable failure is limited per event to compensation for direct loss amounting to the fees actually paid by the Contracting Party in the current calendar year (excluding VAT), whereby a series of related events shall be regarded as a single (1) event. In no event, however, shall the total compensation for direct loss exceed the amount paid out, where applicable, by ZooEasy’s liability insurer. Direct loss is exclusively understood to mean:
1. reasonable costs that the Contracting Party would have to incur to have ZooEasy’s performance brought into Agreement; however, this compensatory damage shall not be reimbursed if the agreement is terminated by or at the request of the Contracting Party;
2. reasonable costs incurred in determining the cause and extent of the damage, in so far as such determination relates to direct damage within the meaning of these Terms and Conditions;
3. reasonable costs incurred in preventing or limiting damage, in so far as the Contracting Party demonstrates that these costs have led to a limitation of direct damage within the meaning of these Terms and Conditions.
12.2 ZooEasy’s liability for damage resulting from death or personal injury or from material damage to property shall in no event exceed the total amount paid out by ZooEasy’s liability insurer.
12.3 ZooEasy’s liability for indirect or consequential loss arising from loss of turnover or profit, lost savings, diminished goodwill, loss due to business interruption, loss resulting from claims by the Contractor’s customers, corruption or loss of Data, a Defect, an error in the Software and/or the Service or any other malfunction or failure of the software, resulting, for example but not limited to, an incorrect breeding result, and all forms of damage other than those mentioned in Articles 12.1 and 12.2, on whatever grounds, are excluded.
2.4 The limitations set out in the preceding paragraphs of this Article shall lapse if and to the extent that the damage results from ZooEasy’s wilful misconduct or gross negligence.
12.5 ZooEasy’s liability for attributable failure shall only arise if the Contracting Party has given ZooEasy written notice of default without delay, but no later than four (4) weeks after the breach occurred, and has thereby set a reasonable period for remedying the breach, and ZooEasy subsequently fails to remedy the breach within that period. The notice of default must contain as detailed a description as possible of the breach so that ZooEasy is able to respond appropriately.
12.6 The Contracting Party is obliged to take all reasonable measures to prevent or limit the damage referred to in this article. The Contracting Party must inspect the Service provided, in the broadest sense of the word, to ascertain whether it meets the specified requirements and is responsible for the use of the Service.
12.7 ZooEasy shall indemnify the Contracting Party against any claims by third parties that the Services provided under the Agreement infringe Intellectual Property Rights in the Netherlands or are otherwise are unlawful, provided that the Contracting Party informs ZooEasy without delay of the existence and the content of such claims and that the Contracting Party grants ZooEasy full freedom to conduct negotiations in this regard and/or reach a settlement and/or conduct a defence in any proceedings. If and to the extent necessary, the Contracting Party hereby grants ZooEasy an irrevocable power of attorney to conduct a defence in and out of court against such claims and to reach a settlement. The Contracting Party undertakes to provide all information and cooperation to ZooEasy that is reasonably necessary for this purpose. ZooEasy’s indemnity obligation shall lapse if and to the extent that the alleged infringement is caused by modifications to the Services provided that have been made by the Contracting Party or on behalf of the Contracting Party by a third party, by the use of Software in combination with Software not supplied by ZooEasy Software, or as a result of use in a manner other than that for which the Services provided were developed or intended. The amount of damages shall be limited in the same manner as described in Article 12.1.
Article 13: Force majeure
13.1 ZooEasy shall not be obliged to fulfil one or more of its obligations if it is prevented from doing so as a result of force majeure. Force majeure includes, amongst other things, a failure on the part of engaged third parties or suppliers, as well as any situation over which ZooEasy has no actual (decisive) control (including power cuts, failure of the internet connection, network disruptions).
13.2 The existence of a situation of force majeure does not affect the mutual payment obligations.
13.3 As soon as it becomes clear that the force majeure situation will last longer than three (3) months, the Contracting Party shall be entitled to terminate this Agreement without being liable for damages. In that case, any fees paid in advance shall be settled on a pro rata basis.
Article 14: Confidentiality
14.1 If and to the extent that, in the course of the performance of the Agreement, confidential information belonging to one Party comes to the knowledge of the other Party, the receiving Party shall use such information solely for the performance of this Agreement and shall restrict access to that information to persons who need to be privy to it for that purpose. All information relating to ZooEasy, the Agreement, Software and/or the Service shall be regarded as confidential in accordance with this article. The Parties guarantee that these persons will be bound by an employment contract and/or a confidentiality agreement to maintain the confidentiality of this confidential information.
14.2 Confidential information does not include information that was already in the public domain at the time it came to the recipient’s knowledge or subsequently became so, or which the recipient Party also received from a third party without any confidentiality obligation being imposed in that regard or without that third party being bound by such an obligation.
14.3 No obligation of confidentiality shall apply where disclosure is required by or pursuant to a statutory provision.
Article 15: Term and termination
15.1 The Agreement is entered into for a period of one (1) month or one (1) year and is automatically renewed for the same period thereafter.
15.2 The Contracting Party may terminate the Agreement in writing (by email) at the end of the term of the Agreement, subject to a notice period of one (1) month.
15. 3 In the event of (provisional) suspension of payments, bankruptcy, cessation of business or liquidation of the Contracting Party’s business, or if the Contracting Party fails to fulfil, or fails to fulfil properly or in a timely manner, any obligation arising for them under the Agreement, ZooEasy shall have the right to terminate this Agreement in whole or in part without being liable for damages. Furthermore, in such cases, all claims of ZooEasy shall become immediately due and payable, and ZooEasy shall be entitled to compensation for all direct, indirect and consequential damages, including loss of profit. This is without prejudice to the rights legally accruing to ZooEasy.
15.4 In the event of termination as referred to in paragraph 3, all claims of ZooEasy against the Contracting Party shall become immediately and fully due and payable. The Contracting Party is obliged to take the necessary measures to enable ZooEasy to enforce its rights.
15.5 In the event of termination or cancellation, the following provisions of the Terms and Conditions shall remain in force for a period of 10 years following the end of the Agreement: – prices and payment (Article 8); – intellectual property rights (Article 9); – liability (Article 12); – confidentiality (Article 14).
15.6 ZooEasy is entitled to terminate (a form of provision of) the Service, subject to a reasonable notice period to be determined by it, if technical or commercial reasons so require, at ZooEasy’s discretion.
15.7 In the event of termination of the Service, the Parties shall immediately consult regarding the (method of) transfer of Data, the provision of services and/or other management measures.
15.8 All work carried out by ZooEasy in the context of the preceding paragraph shall be invoiced on the basis of actual costs at the rates applicable at that time.
15.9 If the Customer uses a Forever Free subscription to the Service, ZooEasy will delete the Customer’s account if the Customer has not logged in to the Service for more than six (6) months. 15.10 If the Customer uses a subscription to the Service other than Forever Free, ZooEasy will delete the Customer’s account if the Customer has not logged in to the Service for more than twelve (12) months after the expiry date.
Article 16: Amendments and additions
16.1 Amendments to and additions to any provision of the Agreement shall only be valid if they are agreed in writing and/or electronically.
16.2 ZooEasy may unilaterally amend these Terms and Conditions and/or the rates for the Service and declare the amended terms and conditions applicable to the existing Agreement. In the event of an amendment to these Terms and Conditions and/or rates, or a change in the functionality as referred to in Article 5.4, the Contracting Party is entitled to terminate the Agreement, notwithstanding the provisions of Article 15, within three (3) months of the dispatch of the (electronic) notification of the change, if the new Terms and Conditions and/or rates are substantially to the detriment of the Contracting Party or result in a service that substantially deviates from the service as it applied prior to the change. Any annual fees already paid in advance shall be refunded on a pro rata basis. The Contracting Party is not entitled to terminate the Agreement under this clause if the amendment was necessary to comply with rules laid down by or pursuant to the law.
16.3 Termination of the Agreement by the Contracting Party on the grounds of a rate change as referred to in the preceding paragraph is only possible if the rate increase exceeds five per cent (5%).
Article 17: Miscellaneous provisions
17.1 These Terms and Conditions, as well as all Agreements, are governed by Dutch law.
17.2 The provisions of these Terms and Conditions and the Agreement together govern the legal relationship between the Parties and supersede all previous agreements or statements made by ZooEasy regarding the subject matter of the Agreement.
17.3 In the performance of the Agreement, ZooEasy may, at its discretion, engage third parties and provide them with data (including personal data in accordance with agreements made and applicable legislation) relating to the Contracting Party or User for the performance of its activities.
17.4 ZooEasy may transfer rights and obligations under the Agreement to third parties and shall notify the Contracting Party thereof.
17.5 If any provision in these Terms and Conditions proves to be invalid, void or otherwise unenforceable, this shall not affect the validity of the Terms and Conditions as a whole. In such a case, the Parties shall agree on a new provision or provisions to replace the invalid provision(s), which shall, as far as legally possible, give effect to the intention of the original provision.
17.6 In the event of a conflict between the Dutch version of these Terms and Conditions and a translation thereof, the Dutch version shall prevail.
17.7 All disputes between the Parties shall be submitted to the competent court in the district of Gelderland; the District Court of Zutphen shall have exclusive jurisdiction to hear such disputes.
Additional provisions regarding customised work and additional work
The provisions set out in this paragraph apply, in addition to the preceding provisions, where ZooEasy develops bespoke software, as well as in the event of additional work.
Article 18: Customised Software
18.1 The Parties shall, by mutual agreement and in writing, specify which Customised Software is to be developed and the manner in which this is to be carried out. The Client guarantees the accuracy, completeness and consistency of the data to be provided by it. ZooEasy shall endeavour to carry out the development of the Customised Software in accordance with the Specifications.
18.2 ZooEasy shall endeavour to adhere to the agreed (delivery) deadlines as far as possible. The mere exceeding of a stated or agreed (delivery) deadline shall not constitute a default on the part of ZooEasy. ZooEasy shall only be in default due to a delay after the Contracting Party has given ZooEasy written notice of default and has set a reasonable period for ZooEasy to still fulfil its obligations.
18.3 Once ZooEasy has completed the development of the Customised Software, the Parties shall jointly evaluate the Customised Software on the basis of the Specifications.
18.4 Following evaluation of the Customised Software, the Contracting Party shall accept the Customised Software by means of a signed declaration to that effect. visions, where ZooEasy develops customised software, as well as in the event of additional work.
18.5 Acceptance of the Customised Software may not be withheld on grounds other than those relating to the Specifications expressly agreed between the Parties, nor on account of the existence of minor errors – that is, errors which do not reasonably impede the operational or productive use of the Customised Software – or on account of aspects of the software that can only be assessed subjectively, such as the design of the user interfaces.
Article 19: Additional Work
19.1 If, at the Client’s request, ZooEasy has carried out work or provided other services that fall outside the scope of the Agreement, the Client shall reimburse ZooEasy for such work or services on the basis of a subsequent calculation in accordance with ZooEasy’s rates applicable at the time. Additional work also applies if a design or Specifications are expanded. The Terms and Conditions expressly apply to the performance of additional work. We are happy to work with you and show you, without obligation, how the software can support your work as a breeder or animal owner.