General Terms & Conditions

GENERAL TERMS AND CONDITIONS SKIDEO B.V.
(version January 2023)

1.     Definitions 
a. “General Terms and Conditions”: this set of general terms and conditions of SKIDEO.
b. “Client”: the client of SKIDEO in the Agreement. 
c. “Agreement”: the agreement concluded between SKIDEO and Client, which, among other things, pertains to SKIDEO’s delivery of the Software to Client. 
d. “SKIDEO”: SKIDEO B.V., with its statutory seat in Arnhem and registered in the trade register of the Chamber of Commerce under number 82866023. 
e. “Software”: the software application “Skideo” developed by SKIDEO (available via a web portal) through which end-users can create (personalized) images/videos.


2.     Applicable conditions 
a. These General Terms and Conditions apply to the Agreement and to all requests for quotations, quotations, orders and orders relating to the provision of services (including the delivery of the Software) by SKIDEO to Client.
b. Deviations and additions to these General Terms and Conditions only apply insofar as they have been expressly and in writing accepted by SKIDEO. This is an evidence agreement. 
c. The applicability of any general terms and conditions of the Client is explicitly rejected. 
d. If any provision of these General Terms and Conditions is null and void or is declared invalid, the other provisions remain in full force and effect. In that case, the parties will consult in order to agree on new valid provisions to replace the null, invalid or destroyed provisions, while taking into account, as far as possible, the purpose and scope of the latter provisions. 
e. In case of conflict between a provision in the Agreement and a provision in these General Terms and Conditions, the provision from the Agreement prevails.


3.     Price, invoicing and payment
a. The agreed price is, unless otherwise agreed in writing: exclusive of VAT. 
b. Payment by Client will take place after receipt of an invoice provided by SKIDEO and within thirty (30) days. Client is not entitled to suspend or set off any amounts due.
c. If Client fails to pay the amounts due or does not pay them on time, Client is in default without any further notice of default being required and Client owes SKIDEO the statutory commercial interest on the outstanding amount. If Client remains negligent even after SKIDEO has requested payment, and SKIDEO is forced to hand over the claim to a third party, Client is also liable for all judicial and extrajudicial costs, in addition to the amount due.


4.     The Software and delivery 
a. Client accepts the Software “as is”.
b. SKIDEO is entitled to take technical measures to protect the Software against unlawful use and against use in a manner or for a purpose not agreed between the parties. Client will never (let) remove or bypass such technical measures.
c. SKIDEO will use its best efforts to keep the Software available to Client at all times. If necessary for preventive, corrective or adaptive maintenance, the Software may be temporarily unavailable. SKIDEO will not allow this period to last longer than necessary and, if possible, will have it take place outside regular office hours. 
d. SKIDEO has the right to provide new or modified versions of the Software to Client due to SKIDEO’s continued development of the Software. SKIDEO is not obliged to maintain, modify or add specific functionalities or features of the Software specifically for Client.


5. Skideo Credits
a. Per calendar month, Client is entitled to a number of creation credits corresponding to the selected subscription. In addition, Client receives per calendar month a number of open credits equal to ten (10) times the number of creation credits.
b. A creation credit is used at the moment a new visual is generated through the Software. Generating an image costs one (1) creation credit. Generating a GIF or a video costs twelve (12) creation credits.
c. An open credit is used each time a visual (image, GIF, or video) generated through the Software is opened, requested, displayed, loaded, played, prefetched, cached, or otherwise accessed by an end user, application, system, or platform, regardless of whether this occurs through a user, a channel, an email client, a proxy, a platform, or any other technical intermediary.
d. Opening or displaying an image costs one (1) open credit. Opening or displaying a GIF or video costs twelve (12) open credits.
e. If the use of creation credits or open credits in a calendar month exceeds the amount included in the subscription, SKIDEO is entitled to charge Client retrospectively for the excess at the rates applicable at that time. These rates are €0.007 per additional creation credit and €0.0003 per additional open credit, unless otherwise agreed in writing.
f. Unused creation credits and open credits expire at the end of each calendar month and do not carry over to a subsequent month.


6.     Intellectual property rights
a. None of the existing or newly arising intellectual property rights relating to the Software belong to the Client, and nothing in the Agreement or these General Terms and Conditions shall be construed as a transfer of such rights to the Client, either in whole or in part.
b. SKIDEO warrants that the Software and the permitted use thereof by the Client do not infringe upon any third-party intellectual property rights.
c. In the event of an actual or potential infringement as referred to in clause b, or if SKIDEO reasonably believes that such an infringement may occur, SKIDEO is entitled to replace or modify the Software at its own expense in such a way that the infringement is rectified, while minimizing any negative impact on the functional properties of the Software.
d. SKIDEO will indemnify the Client against any consequences arising from an infringement as referred to in clause b, provided that the Client immediately notifies SKIDEO of any alleged infringement, and if SKIDEO so desires, allows SKIDEO to fully defend against such allegations, while providing all necessary cooperation and information.


7.     Confidentiality
a. The Parties are obligated to maintain the confidentiality of all information received from the other Party, unless prior written consent has been obtained. This obligation does not apply if the disclosure of such information to a third party is necessary for the proper performance of the Agreement, or required by a court order or legal requirement.
b. Information is considered confidential, in any case, when it is labeled as such by either Party. The Client acknowledges that the Software is always confidential in nature and contains SKIDEO’s trade secrets.
c. Parties are obliged to ensure that their personnel comply with the obligation included in subparagraph a. 
d. This duty of confidentiality shall apply both during and after the termination of the Agreement.




8.     Confidentiality
a. Both Parties undertake to keep confidential all information received from each other during the performance of the Agreement, including but not limited to technical and commercial information, unless the other Party has given explicit written consent to disclosure.
b. Both Parties shall ensure that their personnel comply with the obligation included in clause a.
c. This obligation of confidentiality shall remain in force both during and after the termination of the Agreement.


9.      Liability
a. The liability of SKIDEO for an attributable failure to perform the Agreement, or for any other legal basis, is limited to compensation for direct damages up to the total amount that the Client owes to SKIDEO under the Agreement, calculated over the previous twelve (12) months.
b. SKIDEO is not liable for any indirect damages suffered by the Client, including but not limited to loss of profits, consequential damages, diminished goodwill, missed savings, damages resulting from claims by the Client’s customers, and damages resulting from business interruption.
c. The exclusion/limitation of SKIDEO’s liability as referred to in clauses a and b shall not apply in the event of intent or deliberate recklessness resulting in damages to the Client.
d. Unless the performance of SKIDEO has become permanently impossible, the liability of SKIDEO as referred to in clause a shall only arise after SKIDEO is in default. SKIDEO shall be in default after the Client has sent a detailed written notice of default, in which SKIDEO is given a reasonable period to remedy the default, and SKIDEO allows that period to expire without remedying the failure.
e. SKIDEO’s liability for damages suffered by the Client is excluded if the Client does not report the damage to SKIDEO in writing as soon as possible after its occurrence. Any claim by the Client against SKIDEO for compensation for damages shall lapse by the expiry of six (6) months after the occurrence of such claim, unless the Client has instituted legal proceedings for compensation for damages before that period has expired.


10.     Termination and cancellation
a. Both Parties may terminate the Agreement for an attributable failure to perform it. Both Parties have this option only if the failure relates to a material obligation and one Party has given the other Party (in detail) written notice of default, giving the other Party a reasonable period to remedy the default, and the other Party allows that period to expire without doing so. Payment obligations resting on the Client qualify as material obligations.
b. Upon termination of the Agreement, the performances rendered up to that point shall remain payable, and these performances and the corresponding payment obligations shall in no way be subject to undoing.
c. SKIDEO has the right to terminate the Agreement by giving three (3) months’ notice.
d. Both Parties have the right to terminate the Agreement with immediate effect by means of written notification to the other Party in the event of any of the following circumstances: 
a) the other Party is declared bankrupt; 
b) a (provisional) suspension of payment is granted to the other Party; 
c) the other Party’s business is terminated or transferred in whole or in part to a third party.


11.     Applicable law, disputes
a. These General Terms and Conditions and the Agreement shall be governed by Dutch law.
b. All disputes between SKIDEO and the Client shall be exclusively settled by the competent court in the place of establishment of SKIDEO.