ActARion B.V.
Version: July 2025
In these General Terms and Conditions, the following terms shall have the meanings ascribed to them below:
2.1 These Terms and Conditions apply to all offers, quotations, agreements and deliveries of ActARion unless explicitly agreed otherwise in writing.
2.2 The Client’s general terms and conditions are expressly rejected.
3.1 All offers and quotations by ActARion are non-binding and valid for 30 days unless otherwise stated.
3.2 An agreement is established only when confirmed in writing by ActARion or upon commencement of delivery of services or access to software.
4.1 The Client is granted a non-exclusive, non-transferable, and time-limited right to use the Software solely for internal business purposes.
4.2 The Client shall not (i) copy, modify or create derivative works, (ii) sublicense or distribute, or (iii) reverse engineer the Software.
4.3 Licenses are subject to payment in accordance with the Agreement and may be suspended in case of late payment.
5.1 ActARion and its certified Partners may provide implementation services.
5.2 Support levels, response times, and service levels are described in a separate SLA (if applicable).
5.3 ActARion is not liable for the performance of third-party implementation partners unless explicitly stated.
6.1 All prices are exclusive of VAT and other government-imposed taxes or levies.
6.2 Invoices must be paid within 30 days unless otherwise agreed.
6.3 In case of late payment, ActARion may charge statutory commercial interest and suspend services.
7.1 Both parties shall keep confidential information strictly confidential and use it solely for the performance of the Agreement.
7.2 Confidentiality obligations remain in effect for a period of five (5) years after termination of the Agreement.
8.1 All intellectual property rights related to the Software, content, and services remain with ActARion or its licensors.
8.2 The Client shall not remove or obscure any proprietary notices.
9.1 ActARion processes personal data in accordance with applicable data protection laws, including the GDPR.
9.2 A separate Data Processing Agreement (DPA) shall be concluded if required by law.
10.1 ActARion’s liability is limited to direct damages and capped at the total fees paid in the preceding 12 months.
10.2 ActARion is not liable for indirect, consequential, or incidental damages, including loss of data or business interruption.
10.3 The Client shall indemnify ActARion against claims by third parties arising from breach of the Agreement or misuse of the Software.
11.1 The Agreement is valid for the term specified therein and renews automatically unless terminated in writing at least 30 days prior to expiration.
11.2 Either party may terminate the Agreement with immediate effect in the event of a material breach or insolvency of the other party.
12.1 These Terms and Conditions are governed by the laws of the Netherlands.
12.2 Any disputes shall be submitted to the competent court in Amsterdam, the Netherlands.
13.1 Changes to these Terms and Conditions will be published on www.actarion.com and take effect 30 days after publication.
13.2 If any provision is deemed invalid or unenforceable, the remaining provisions shall remain in full force.