Terms and conditions

Introduction

These Terms and Conditions are used by Ask-the-Expert B.V. (“SupportPoints”, “us”, “we”, “our” and “ours”), registered in the Netherlands Chamber of Commerce The Hague under No. 69063826.

These terms and conditions apply to the use of the platform, they govern and form an integral part of all agreements and govern any disputes between SupportPoints and one (or more) users.

Key Definitions

• Account means an online account that is created on the Platform.
• Account Access Information means the log in details with which Users can access their
  Accounts.
• Agreement means the agreement between SupportPoints and the Client respectively between SupportPoints
  and the Expert as well as the agreement between SupportPoints and a different kind of User, as the case may be.
• Content means any postings, messages, text, files, images, photos, video, sounds, hyperlinks, embedded links and any other materials placed on the Platform, whether by SupportPoints or by its Users.
• Client means a User registering an account in order to submit or publish one or more jobs on the platform and/or
  to choose experts to quote on a job.
• Expert, means a User registering an account in order to quote for Jobs posted by Clients.
• Expert Agreement, means the agreement concluded between an Expert and a Client for the Support.
• Fee means the fee payable to SupportPoints.
• Fixed Price means a price that is predetermined by the client and the expert for a job.
• Price is any fee payable in relation to the support.
• Hours estimation, is an initial time estimation submitted by an expert to the client for a job.
• Job means a support request for a malfunctioning PLC or a software modification submitted by a client via the
  platform.
• Permitted Country means a country listed on the Platform that is a country from which the services may be used.
• Platform means the internet website SupportPoints.com including without limitation all the webpages, content, functionality and sub-domains contained therein.
• PLC means a programmable logic controller.
• Service or services means any service that is provided by SupportPoints to users, which includes, but is not limited to: information, services and products provided through the Platform, or by telephone or email.
• Support means the remote support work carried out by the expert for the client.
• Terms and conditions mean these terms and conditions.
• Users, “you”, “yours”, means anyone making use of the Services.

What is SupportPoints?

SupportPoints is an online platform for PLC Experts and for clients who are in need of the experts’ support. SupportPoints facilitates the exchange of knowledge and messages between experts and clients, the conclusion of expert agreements and facilitates the payment process between the expert and the client.

The platform is provided “as is”, “where is”.  SupportPoints reserves the right to permanently or temporarily change, revise, or delete any part or all of the functionality or scope of the platform and/or the services (update) at any time at its sole discretion.

If you are experiencing problems with the service, or if you have questions about the service, you may contact us through the help function in your account or by email. You cannot contact us by phone. We will reply to your messages during weekdays, excluding national holidays in the Netherlands, between CET 09:00 and 18:00. We will try to reply to your message as soon as we can but we cannot give any response times or lead times.

Your warranties

You warrant that you are fully authorized to use the platform, create an account and conclude and perform agreements; when the client is an organization you represent you are full authorized to represent the client to do the foregoing. The client waives any rights it may have in relation to unauthorized representation.

You warrant that you are also authorized to place the content on the platform, that this content is accurate, complete and up-to-date (at the time of posting) and that it does not infringe any other person or party’s rights.

You also warrant that the information you provide when registering for an account is accurate, complete and up-to-date. You may not pose as another person.

You warrant that you are not listed on any restricted persons or parties list under any jurisdiction, and that you are not established in, nor will access or use the platform or services from a country on a US, EU or other authority’s export control list, nor any country other than a permitted country.

Your Account

In order to access and use the platform, the user is required to register an account. The user will receive or generate the account access information. The account access information is strictly personal, for use by the specific user only.

The user is responsible for keeping the account access Information confidential and not disclosing this to any third person or party. If the account access information is compromised, lost or stolen, it is User’s responsibility to immediately notify SupportPoints thereof so that the account and/or the user can be deactivated and new account access information can be provided. SupportPoints reserves the right to completely block and/or delete an account if its account access information is compromised, lost or stolen more than twice.

You are solely responsible for any activity occurring under your account. You must keep the information in your account accurate, complete and up-to-date.

SupportPoints has the right, but not the obligation, to monitor access to the service and, without limiting any remedies that it may have hereunder or at law, may deny access to any user who violates these terms and conditions.

Limitations on use of the platform

The Platform and the services may only be used by users in a permitted country. Without affecting the generality of the foregoing, the United States of America and Puerto Rico are not permitted countries.

SupportPoints is solely intended for industrial support and may not be used for military, biological, chemical or nuclear purposes or otherwise for any military or nuclear devices, nor for governmental purposes. Violation of these requirements results in removal of the account.

You acknowledge that SupportPoints may establish limits concerning the use of the platform, including but not limited to the
maximum number of days that content will be retained by the platform, the maximum number and size of postings, email messages, or other content that may be transmitted or stored by the platform, and the frequency with which you may access the platform.

We do not facilitate or mediate the conclusion of employment agreements between users.

Expert agreements

Agreement between Client and Expert

SupportPoints does not act as a contractor or agent, it solely provides the facilities for clients and experts to find and communicate with each other and to conclude and perform expert agreements. SupportPoints is not a party to the expert agreement. However, the contents thereof may be used by SupportPoints as evidence in relation to the support provided and the client’s and the expert’s responsibilities in this respect.

The expert and the client agree that the expert agreement is not an employment agreement and both bear full responsibility for the consequences if the expert agreement were to be regarded as an employment agreement under applicable law, including without limitation any income taxes and fines. You hold us harmless and indemnify us from any loss, damage and third party claims in relation thereto.

Client selects Expert

On the platform, the client may post a job and make it available for all experts on the platform, but the client may also directly select one or more experts for a job, for example to obtain a ‘second opinion’ from an expert or to have two experts on the job.

SupportPoints does not give any warranties as to the suitability, fitness, experience or qualifications of the experts. The client makes use of the support at its own risk. It is the client’s responsibility to ensure the expert is suitable for the job and to obtain any information about the expert that is necessary to select a suitable expert, as well as to negotiate the terms for the support and the expert agreement. SupportPoints provides a template of the expert agreement but cannot be held liable for its contents (without affecting the other liability provisions in these terms and conditions).

Expert Support

The expert must not start with providing the support until the client has returned a signed (copy of the) expert agreement and until the client has paid the advance invoice (see further down below); the expert is solely responsible for starting the support without having a signed (copy of the) expert agreement and without the payment having been made. The support is provided remotely, through functionalities of the platform. It is the expert’s responsibility to provide the support and to ensure its quality and accuracy. However, the expert always provides the support on a best effort basis, the client acknowledges that the support may not always lead to a working solution – therefore if the support has not lead to a working solution, the expert’s price is still due and payable. The expert is responsible for arranging liability insurance coverage in relation to the support carried out. The client acknowledges and agrees that it is up to the client to evidence the expert’s default under the expert agreement, if any. Without affecting any of the other provisions in these terms and conditions, SupportPoints cannot be held liable for any damage or loss suffered by anyone as a result of the support.

Disputes between clients and experts

If there is a dispute between a client and an expert, SupportPoints is under no obligation to become involved in, or solve this dispute. The clients and experts can contact each other through the platform, also in case of disputes. SupportPoints however reserves the right to remove users from the platform and block their accounts, if in its sole discretion it decides that a dispute may harm the platform’s or SupportPoint’s reputation. In case the user can evidence that the dispute has not been solved and the user wants to bring it before a court, SupportPoint agrees to provide further contact details of the accused user solely for such purpose.

No contact outside the platform

Both the client and the expert agree not to contact each other outside the platform for the expert to perform work for the client or any person or party affiliated with the client. In each case of violation of this requirement, the client forfeits an immediately payable penalty of € 50.000 (fifty thousand euros), such without affecting SupportPoints’ rights and remedies pursuant to the law, including without limitation the right to claim damages and compliance with the above. In addition, both the client’s account and the expert’s account will be removed from the platform.

Content on the platform

Content uploaded by users

You are solely responsible for all content you upload onto the platform and liable to us, other users and third parties if they suffer loss or damage as a result of the content you post. Adding links in your content to any other websites is at your own risk.

Profiles, job descriptions and other content must be civil, tasteful and lawful; and not libelous, profane, offensive, threatening, defamatory or obscene, or otherwise harmful to others. You shall not use the platform for any illegal or unauthorized purpose(s), or in a way that infringes the rights of any third party or person or that restricts or inhibits anyone else’s use and enjoyment of the platform. You may not, in the use of the service, violate any applicable laws (including but not limited to copyright laws and laws of tort).

You acknowledge that SupportPoints does not pre-screen or pre-approve all Content, but that SupportPoints shall have the right, but not the obligation, in its sole discretion to remove or move any content that is available on the platform and that is determined by SupportPoints in its sole discretion to be in violation of these Terms and Conditions including applicable laws (in addition to all rights of SupportPoints).

If you see any content that does not comply with these Terms and Conditions, you are requested to notify this to SupportPoints so that we can investigate this and, where appropriate, remove the content.

Content we place on the platform

Although we try to ensure that the content we place on the platform is accurate, complete and up-to-date, we cannot guarantee that it is. You agree that you must evaluate, and bear all risks associated with, the use of any content, that you may not rely on said content, and that under no circumstances can SupportPoints be held liable in any way for any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed or otherwise made available via SupportPoints (without affecting the other liability provisions in these general terms and conditions).

The platform and content may contain links to other websites, which are completely independent of SupportPoints. SupportPoints makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such website nor can it be held liable in this respect (without affecting the other liability provisions in these General Terms and Conditions).

Personal Data on the platform

When using the platform, users will share certain personal data with us, as well as with each other. More information about the manner in which we use such personal data is explained in our privacy policy on the platform.

Users should only use other User’s personal data for the purpose and in the context of their use of the platform and the services and they agree to comply with applicable privacy laws in relation to such personal data. They must keep such personal data confidential, save where disclosure is required under applicable laws or for the purpose of legal proceedings between users.

Intellectual property rights

Our intellectual property rights

SupportPoints and/or its licensors own all the intellectual property rights in relation to the platform, including the content it places on the platform. Except as permitted under applicable mandatory law, you agree not use, copy, distribute or reverse engineer any part of the contents we place on the Platform without our express prior permission, and you agree to remove any such content and/or copies thereof immediately after our request. Violating this requirement not only constitutes an infringement on our intellectual property rights but also a default under the agreement (including for the avoidance of doubt these Terms and Conditions).

Your intellectual property rights

The intellectual property rights on content you upload to the platform is retained by you, these are added to the platform by users at their own risk. In doing so you are giving expressed and irrevocable permission for us to store, display and use the content for the purpose of providing the services.

Feedback and ratings

Client feedback and ratings

All Experts will be subject to feedback evaluations from clients – which is to be regarded as content posted by the client – after the support has been carried out. SupportPoints may perform a number of checks on the client feedback with an aim to ensure that it is authentic and does not violate these terms and conditions, and may remove feedback that in its sole discretion is in violation thereof. SupportPoints may, at its sole discretion, also remove feedback at the request of the author.

Experts understand that SupportPoints is not responsible or liable for the feedback posted by the clients, nor any damage suffered in relation thereto (without affecting the other liability provisions in these General Terms and Conditions). The client who posts the feedback and ratings is directly responsible for this, and the accuracy and legality thereof.

Ratings

Clients and experts will receive ratings on the platform. These ratings are made as objectively as possible. You understand that we are not responsible or liable for any damages suffered in relation to the ratings (without affecting the other liability
provisions in these General Terms and Conditions).

Payment Terms

Our Fee

The applicable fee (percentage) payable for the Service is listed on the Platform. SupportPoints retains this fee by deducting it from the price the client pays to the expert on the basis of the invoiced amount for the support.

The Expert’s Price

It is the client’s and expert’s sole responsibility to agree on an appropriate price for the support. This may be a fixed price for specified support or it may be on the basis of an hours estimation. If the client and the expert have agreed on a fixed price, it is their responsibility to ensure that a proper specification of the support is made in the expert agreement and it is the expert’s responsibility to notify the client if the actual work involved is or becomes out of scope. In that case, the client and the expert must agree on a new price for the out of scope support. The client must pay such additional, out of scope support in advance of the support being carried out.

If the client and the expert have agreed on an hours estimation, it is the expert’s responsibility to try and stay within the estimation. If however, the hours estimation is exceeded, the expert must give another hours estimation. The client must pay the support on the basis of the new hours estimation in advance of the support being carried out.

Before the expert agreement is concluded and before the support commences, the expert’s price is invoiced through the platform and must be paid by the client to SupportPoints or its payment provider. If the client does not timely pay an invoice, it is immediately in payment default (“verzuim”), in which case SupportPoints is, without limiting any remedies that it may have hereunder or at law, entitled to suspend the provision of the Services (which includes without limitation blocking the client’s Account), and/or its other obligations.

The client gives SupportPoints the power of attorney to receive the price and to pay it to the expert (after deducting the SupportPoints fee) on its behalf. The invoice amount will be paid to the expert after the Support has been provided. It is the expert’s sole responsibility to refrain from initiating the support if the client has not yet paid the price to SupportPoints or its payment provider.

The expert agrees that SupportPoints cannot warrant that the price is paid by the client. SupportPoints or its payment provider will only pay the invoice amount (after deducting the SupportPoints fee) to the expert after the client has paid it. The expert gives SupportPoints the power of attorney to receive the price from the client on behalf of the expert and to deduct its fee from the payment to the expert and to pay the remainder to the expert.

The Expert and the client are responsible for paying all applicable sales, excise, VAT and all other taxes associated with their use of the service and the provision of the support, other than taxes on our own fee and our own net income.

Invoicing

The invoice will be made available to both the client and the expert when they are logged into their account. It is their responsibility to timely download the invoice from their account for their own administration. The currency of the prices is euros. SupportPoints does not bear any currency risks.

The client understands that we only accept the payment methods indicated on the platform. By designating a card to be billed, the client confirms that it is authorized to make such a payment. Payments made by the Client cannot be reclaimed if the support has been carried out.

If you have a question about a charge on your credit or debit card, you agree to contact us using the email address financial@supportpoints.com

Liability and Indemnity

No warranties

The platform and services are provided “as is” and best effort (“inspanningsverbintenis”) and SupportPoints does not give any warranties of any kind, including but not limited to warranties of merchantability, fitness for a particular purpose, the platform being error-free, uninterrupted or secure, the User finding a suitable client or expert, or that the service is free of viruses or other harmful components.

Liability limitation

SupportPoints nor any person or party who is involved in the creation, production, operation or support of the services can be held liable, whether in contract or otherwise, for any direct, indirect, consequential, punitive or other type of loss or damage, including but not limited to loss of business revenue, loss of profits, loss of business operation, costs for replacing facilities, loss of goodwill, production interruption, loss of data, reputational damage, injury or death, even if you have been advised of the possibility of such loss or damage. We can in any event never be held liable for any amount exceeding the total amount of fees we have received in relation to the specific Service from which the loss or damage arose. The above limitation shall not apply in the case of the intent or gross negligence (“opzet of grove schuld”) of SupportPoint’s management (who themselves can never be held liable). In addition, in no event can we be held liable for any loss or damage unless we have been served a written notice of default setting out the default in detail and allowing a reasonable remedy term of at least two weeks to remedy the default, and we have not remedies the default within such term.

In any event, if SupportPoints can be held liable, as soon as possible but ultimately within one (1) month after becoming aware of the cause of the damage, the User has to notify SupportPoints thereof, in absence of which the claim expires. Any claim for damages has to be initiated against SupportPoints within 6 months after the user became aware of, or should have reasonably become aware of the damage, in absence of which the claim expires.

Third parties hired by SupportPoints in relation to the performance of the Agreement are entitled to invoke the liability limitation in this article against the Users. SupportPoints is entitled to invoke the liability limitation of this article against third
parties involved with the performance of the Agreement.

Force majeur

The following circumstances are, without limitation, regarded as ‘force majeur’ events which are beyond SupportPoints’ reasonable control: failure of electricity supplies, failure or errors in communication networks including the internet, malfunctioning software, sub-contractors’ or suppliers’ force majeur or other default, malicious attacks, DDOS attacks, hacks, lack of personnel, strikes, war, terrorist attacks, fire, explosion, flood.

Disputes between users

In case of a dispute between users, each user hereby releases SupportPoints, its officers, employees, agents and successors in rights from claims, demands, loss and damages of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes.

Indemnity

The User furthermore indemnifies and holds us, our officers, employees, agents and successors harmless from loss, damage and third party claims that are the result of the users breach of warranty and/or violation of these Terms and Conditions and/or (other) unlawful acts or omissions. The user will at SupportPoints’ first request at its own cost take up the defense against any such third party claim.

Termination of Service

You agree that SupportPoints, in its sole discretion, has the right (but not the obligation) to deactivate your Account, block your email address, or otherwise terminate or restrict your access to or use of the platform, thereby terminating (“opzeggen”) the agreement immediately and without notice; including, without limitation, if SupportPoints believes that you have violated these Terms and Conditions.

You also acknowledge that SupportPoints reserves the right at any time to modify or discontinue the Platform (or any part
thereof) with or without notice, and that SupportPoints shall not be liable to you or to any third party for any modification, suspension or discontinuance of any services (without affecting the other liability provisions in these General Terms and
Conditions).

You agree that SupportPoints shall not be liable to you or any third person or party for any termination or restriction of your
access to the platform (without affecting the other liability provisions in these General Terms and Conditions). Furthermore, you agree not to attempt to use the platform after said termination.

Except if the user is in violation of the Agreement and/or the Terms and Conditions and/or the expert agreement, in case of termination, SupportPoints shall collect and pay the expert price for support performed by the expert before termination.

After termination of the service, all amounts due become immediately payable and the sections with regard to: Your Warranties, Intellectual Property Rights, Liability and Indemnity, Payment Terms (as applicable), Governing Law & Jurisdiction, Miscellaneous, and those other provisions of these Terms and Conditions intended to survive termination of the service will survive the termination, as applicable to the extent the circumstances described in those sections arise post agreement.

Changes to these Terms and Conditions

SupportPoints reserves the right to change or update these Terms and Conditions from time to time, after which they
will be offered to you on the platform. Any significant changes in the Terms and Conditions will be notified to active users. If you do not agree with the new Terms and Conditions, you may terminate your account.

Governing Law & Jurisdiction

The agreement, these Terms and Conditions as well as any disputes arising between SupportPoints and one or more users are governed by and construed in accordance with the laws of the Netherlands.

Unless agreed or indicated otherwise by mandatory statutory provisions, disputes between SupportPoints and
one or more users, arising in connection with the services and/or the platform are subject to the jurisdiction of the courts of the Netherlands and the competent court is the court in the area of SupportPoints’ main establishment.

Miscellaneous

If any provision hereof is held to be illegal or unenforceable such provision shall be severed and the remainder of the Terms and Conditions shall remain in full force and effect and is deemed replaced by a legal and enforceable provision that is closest to its original intention as possible.

If a user enjoys mandatory statutory protection under consumer law, those provisions in these Terms and Conditions that are held to be unreasonable or unenforceable, are applicable to the extent permitted by such consumer law.

The waiver of any provision of these Terms and Conditions shall not be effective unless in writing and signed by the party against which it is sought to be enforced. The failure of any party to insist, in any one or more instances, upon performance of any of these Terms or Conditions shall not be construed as a waiver of future performance of any terms, covenants or conditions of the agreement or these Terms and Conditions, and the obligations of each party with respect thereto shall continue in full force and effect.

These Terms and Conditions shall be binding upon the parties and their successors and permitted assigns. You may not assign the rights and obligations in relation to the agreement or these Terms and Conditions, or any portion thereof, to any third party without our express prior written consent. We may assign our rights and obligations thereunder to any affiliate or to any successor to our business.

You agree that the obligations in article 6:227b sub 1 (relating to information to be made available in relation to the conclusion of an electronic agreement) and 6:227c of the Dutch Civil Code (relating to the conclusion of online agreements) on the part of SupportPoints do not apply, in so far as it is possible to deviate from those provisions.

Users established or residing outside the Netherlands agree that articles 6:232, 234 and 235, sub 1 and 3 of the Dutch Civil Code (“BurgerlijkWetboek”) apply.