Terms of Use

Version 2.0

Article 1: Definitions

The terms listed below, when 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, and repealing Directive 95/46/EC (General Data Protection Regulation).

Contracting Party: the person or organisation that has entered into an Agreement with ZooEasy so that the User can use the Service.

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 User. Documentation: the user-oriented manuals for 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: these Terms of Use for 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 ZooEasy and the Contracting Party regarding the Service, including the applicable general terms and conditions and/or any other terms, provisions or statements declared legally applicable to the legal relationship between ZooEasy and the Contracting Party in accordance with the general terms and conditions.

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 Customised Software.

Server: a computer managed by or on behalf of ZooEasy, containing 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’s terms and conditions: the terms and conditions setting out the rights and obligations regarding the processing of personal data, as referred to in Article 28(3) of the GDPR.

Website: the website under the domain names www.zooeasy.nl, www.zooeasy.com and

www.zooeasyonline.com and all associated subdomains.

ZooEasy: Dr. Van Haeringen Laboratorium B.V., Chamber of Commerce number 09112692.

Article 2: Applicability

2.1 These Terms of Use apply to any use by the User of the Website, Software and Service.

2.2 The applicability of any (general) terms and conditions used by the User is excluded.

Article 3: Service(s)

3.1 ZooEasy shall grant the User access to the Software for the duration of the Agreement. To this end, ZooEasy shall provide the Contracting Party with the URL of the Server, as well as a username and password, with which the Software may be used by the User.

3.2 If the User has any complaints or comments regarding the Service or the manner in which it is provided, the User must inform the Contracting Party of this within seven (7) days, whereupon the Contracting Party must contact ZooEasy within seven (7) days. ZooEasy is in no way responsible for the Contracting Party failing to inform ZooEasy (in a timely manner) of such complaints and/or comments.

3.3 ZooEasy has no (statutory) obligation to retain the Data. Upon termination of the User’s right of use, ZooEasy is entitled to remove the User’s Data from the Server without prior notice and to destroy it.

3.4 All work to be carried out by ZooEasy (including, but not limited to, the Service) shall be performed on a best-efforts basis, unless and insofar as ZooEasy has expressly committed in writing to a specific result and that result has also been described with sufficient clarity. Any agreements regarding service levels shall always be made in writing.

Article 4: Conditions for use of the Service

4.1 For the duration of the Agreement and solely for the purposes of internal business operations, ZooEasy grants the User the non-exclusive, revocable and non-transferable right to use the Software and the Documentation in accordance with the Agreement and the Terms and Conditions, to the extent necessary to be able to use the Service. The Software and the Documentation may furthermore only be used within the Specifications and in the form (“as is”) in which they are made available to the User, unless otherwise agreed in writing.

4.2 Unless required by mandatory law or permitted under the Agreement, the User may not use the Software made available, including the Documentation, as a basis for creating new software, nor may the User reproduce, decompile, reverse-engineer, translate, adapt or perform any similar acts to those mentioned above. Furthermore, it is not permitted to remove or circumvent any security measures or technical (usage) restrictions of the Software.

4.3 Users determine which information is stored, edited, processed or otherwise entered and/or exchanged using the Service. ZooEasy only takes note of such information to the extent necessary to comply with its legal obligations. The User is responsible for ensuring that such information is lawful and does not infringe the rights of third parties. ZooEasy accepts no liability whatsoever for the information entered and/or exchanged using the Service. The User indemnifies ZooEasy against claims by third parties based on the assertion that the information stored and/or exchanged by Users using the Service is unlawful.

4.4 Should ZooEasy suspect or become aware that information which a User has entered and/or exchanged using the Service is unlawful, ZooEasy shall act promptly to remove that information or prevent access to it. The User hereby grants ZooEasy permission, in advance, to remove and destroy all infringing data from the Server. Under no circumstances shall ZooEasy be liable for any damage arising from such action.

4.5 The User must keep the username and password provided by the Contracting Party and/or ZooEasy confidential. The username and password are non-transferable, unless ZooEasy has given its written consent. ZooEasy shall not be liable for any misuse of the username and password. As soon as the User knows or has reason to suspect that usernames and passwords have fallen into the hands of unauthorised persons, the User must notify ZooEasy thereof, without prejudice to the User’s own obligation to immediately take effective measures themselves. ZooEasy is entitled at any time to block the username and password if it has serious grounds to suspect that they are being used in breach of the Terms of Use.

4.6 ZooEasy may change the username and password at its own discretion, after which it will notify the User of this as soon as possible.

4.7 The User is not entitled to independently correct errors in the Software of the Service (or have them corrected), make adjustments to it, transfer it to other equipment, link it to other equipment and software, independently extend its functionality, change parameters or remove software security measures, at least insofar as this relates to the Service, the Software, the Server and/or the Website.

Article 5: Prohibited acts

5.1 When using the Service, the User undertakes in all circumstances to comply, where relevant, with the following provisions:

  1. The User shall not perform any acts that cause disruptions to the Service, (computer) networks or (telecommunications) infrastructures (of other users) or that cause nuisance, restricted use or unintended use (for other users) in relation thereto. If electronic communications are disrupted by the use of the Service or by the User’s connected (peripheral) equipment, the User is obliged to follow any reasonable instructions provided by ZooEasy;
  • The User shall not perform any acts or omissions which he knows or ought reasonably to have known would lead to a use of the Service that is criminal or unlawful towards ZooEasy and/or third parties.
  • The User is responsible for ensuring that the hardware and software used by them meet the minimum system requirements prescribed by ZooEasy;
  • The User shall ensure the protection of their (peripheral) equipment, software, telecommunications infrastructure and internet connection against viruses, computer crime and unlawful use by third parties;
  • The User shall not distribute any (computer) viruses or other files that may damage the (proper functioning of the) Service;
  • The User shall not misuse usernames and/or passwords or breach the security of the Service and/or attempt to breach it;
  • The User shall not send large quantities of unsolicited messages with the same or similar content (spam);
  • The User shall not (misleadingly) impersonate another person, for example by using an address with which they identify themselves as the sender of a particular message from a third party without that party’s consent;
  • The User shall not publish or distribute racist or discriminatory material and/or (child) pornography. ‘Distribution’ is also understood to mean posting on or distributing via the Service’s infrastructure;
  1. The User shall not, against the will of the owner or administrator, intentionally and without permission, intrude into a computer system or part thereof (hacking);
  1. The User is not permitted to disclose, reproduce or otherwise use information and data received from ZooEasy in the context of the Service for any purpose other than for use in their internal business operations. Sharing the information and data with other companies, organisations or individuals is not permitted.

5.2 If the User fails to comply with the requirement referred to in paragraph 4(a), ZooEasy shall be entitled to suspend (a form of) the Service for that User in accordance with Article 7.2.

5.3 If the User fails to comply with the provisions referred to in the first paragraph under b to k, ZooEasy shall be entitled to terminate this User’s right of use in accordance with Article 12.2.

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 modify the Software from time to time to improve functionality, to remove unnecessary or unsupported links and/or functionalities, to rectify Defects, or to comply with rules laid down by or pursuant to the law. ZooEasy will endeavour to resolve any Defects in the Software, but cannot guarantee that all Defects will be rectified. As the Service is provided to multiple Users, it is not possible to exempt a specific User from a particular modification. The Documentation for the current version of the Software will always be available to the User on the Server in electronic form.

6.2 ZooEasy reserves the right to temporarily suspend (part of) the Service (scheduled or unscheduled) for the purpose of maintenance, modification, improvement or security of ZooEasy’s computer systems. ZooEasy will notify the User in good time in advance of the planned suspension by means of an announcement on the Website. ZooEasy shall never be liable to pay any compensation to the User as a result of the suspension of the Service.

6.3 ZooEasy shall endeavour to ensure that the agreed Service always functions properly and shall strive to achieve the highest possible availability, quality and security of the Service. However, ZooEasy gives no guarantee whatsoever in this regard.

6.4 Availability is understood to mean that the Server is accessible via the internet at the URL provided to the User and that the Software is actually running on the Server. Availability does not, therefore, mean the existence of a working point-to-point connection between the User’s systems and the Server. ZooEasy is not responsible for a working point-to-point connection between the User’s systems and the Server.

Article 7: Right of suspension

7.1 ZooEasy is entitled to suspend or restrict access to and use of the Service or its services until the full outstanding amount due for access to and use of the Service has been received by it, even if the payment obligation rests not with the User but with a third party (such as the Contracting Party).

7.2 ZooEasy is entitled to suspend or restrict access to and use of the Service or its services in respect of a User if and for as long as the User fails to comply with any of the provisions of Article 5.1, without ZooEasy being liable for such suspension. Suspension on these grounds shall not affect the payment obligation of the Contracting Party.

Article 8: Intellectual Property Rights

8.1 The Intellectual Property Rights to the Software that ZooEasy makes available under the Agreement and Terms of Use 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 User.

8.2 Nothing in these Terms of Use is intended to transfer any Intellectual Property Rights to the User.

8.3 Responsibility for Data processed by a User rests with the Contracting Party.

8.4 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 has been anonymised.

 8.5 All Data that the User expressly designates as confidential is excluded from the right of use set forth in the preceding paragraph.

 Article 9: Privacy

9.1 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 10: Liability

10.1 ZooEasy’s total liability for any attributable breach is limited per incident to compensation for direct loss up to a maximum of the amount paid for the User’s right to use the Service for 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 understood to mean exclusively:

  1. reasonable costs that the User would have to incur to ensure that ZooEasy’s performance complies with the Terms of Use; 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 of Use;
  3. reasonable costs incurred in preventing or limiting damage, in so far as the User demonstrates that these costs have led to a limitation of direct damage within the meaning of these Terms of Use.

10.2 ZooEasy’s liability for damage resulting from death or personal injury or from physical damage to property shall in no circumstances exceed the amount paid out by ZooEasy’s liability insurer.

10.3 ZooEasy’s liability for indirect or consequential damage due to loss of turnover or profit, lost savings, reduced goodwill, damage due to business interruption, damage as a result of claims by Users’ customers, corruption or loss of Data, damage as result of a Defect, an error in the Software and/or the Service or any other incorrect or malfunction of the software, resulting, for example but not exclusively, in an incorrect breeding result, and all other forms of damage other than those mentioned in Articles 10.1 and 10.2, on whatever grounds, are excluded.

10.4 The limitations set out in the preceding paragraphs of this article shall lapse if and insofar as the damage is the result of wilful misconduct or gross negligence on the part of ZooEasy.

10.5 ZooEasy shall only be liable for attributable failure if the User 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.

10.6 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, and verify whether it meets the specified requirements and is responsible for the use of the Service.

10.7 ZooEasy shall indemnify the User against any claims by third parties that the Services provided under the Agreement infringe Intellectual Property Rights in the Netherlands or are otherwise unlawful, provided that the User informs ZooEasy without delay of the existence and content of such claims and that the User 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 User 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 User undertakes to provide all information and cooperation to ZooEasy that is reasonably necessary for this purpose. ZooEasy’s indemnification 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 User or on the User’s behalf 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 10.1.

Article 11: Force majeure

11.1 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, or faults in the User’s network or computer).

11.2 The existence of a situation of force majeure does not affect the mutual payment obligations.

Article 12: Term and termination

12.1 The duration of the User’s right of use is linked to the term of the Agreement between ZooEasy and the Contracting Party.

12.2 ZooEasy is entitled to terminate (a version of) the Service with immediate effect, without further notice of default, without judicial intervention and without ZooEasy being liable for compensation, should the User fail to comply with the obligations set out in Article 5(1) of these Terms of Use.

12.3 Notwithstanding the provisions of paragraph 1 of this article, ZooEasy is also entitled to terminate the User’s right of use upon the first request to that effect from the Contracting Party, without ZooEasy being liable ZooEasy is liable. In this case, the Agreement between ZooEasy and the Contracting Party shall only terminate if there is no longer a User making use of the Service on the basis of the Agreement.

12.4 In the event of termination as referred to in this article, the following provisions shall remain in force for 10 years following the termination of the Agreement:

  1. intellectual property rights (Article 8);
  2. liability (Article 10).

12.5 ZooEasy is entitled to terminate (a form of provision of) the Service by giving notice to the Contracting Party and by posting a notice on the Software’s login page, subject to a reasonable period to be determined by ZooEasy, if technical or commercial reasons so require, at ZooEasy’s discretion.

12.6 Upon termination of the Service, ZooEasy shall allow the User a further fourteen (14) days to Data to which the User has rights to save/export in a commonly used format as made available by ZooEasy. Fourteen (14) days after the date of termination, ZooEasy will delete the relevant Data, regardless of whether the User has exercised or intended to exercise the aforementioned right, unless (parts of the) Data.

12.7 Unlawful or illegal Data may never be stored or exported by the User and are explicitly excluded from the right of return as referred to in the previous paragraph.

Article 13: Amendments and additions

13.1 ZooEasy may unilaterally amend these Terms of Use and declare the amended terms to be applicable.

Article 14: Miscellaneous, applicable law and competent court

14.1 These Terms of Use and the Agreement are governed by Dutch law.

14.2 In providing the Service, ZooEasy may, at its discretion, engage third parties and provide them with data (including personal data) relating to the Contracting Party or User in the course of their work.

14.3 If any provision in these Terms of Use proves to be invalid, void or otherwise unenforceable, this shall not affect the validity of the Terms of Use as a whole. In such a case, the Parties shall adopt a new provision or provisions in its place, which, as far as legally possible, give effect to the intention of the original provision.

14.4 In the event of a conflict between the Dutch version of the Terms of Use and a translation thereof, the Dutch version shall prevail.

14.5 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.