Declaree – Terms and Conditions

Last updated: 06/09/2024

Preamble:

Welcome to the Terms and Conditions for the Expense Management Services, provided by Declaree B.V. By signing the Proposal issued to the Customer, the Customer agrees to these Terms and Conditions as well as the Agreement (comprised of the Proposal and its terms, the Data Processing Agreement, and the Service Level Agreement).

Article 1. Definitions

In these General Terms and Conditions, words are used that start with a capital letter. The meaning of these words, regardless of whether the words are used in singular or plural form in these General Terms and Conditions, is defined below.

1.1 “Agreement”: the agreement between the Customer and Declaree, to which these General Terms and Conditions apply, regarding the use of a Service, as well as the Proposal with its Terms, Service Level Agreement and Data Processing Agreement.

1.2 “Customer”: the counterparty of Declaree B.V. in the Agreement.

1.3 “Data Processing Agreement” (“DPA”): the data processing agreement governing the processing of data between the Parties.

1.4 “Declaree”: the private company with limited liability Declaree B.V., provider of the Declaree Service under this Agreement.

1.5 “Effective Date”: shall mean the date the Customer signs the Proposal

1.6 “General Terms and Conditions” (“Terms and Conditions” or “T&Cs”): these general terms and conditions.

1.7 “Parties” or “Party”: shall mean Declaree B.V. and Customer

1.8 “Proposal”: the quotation document as well as the attached terms, outlining the offer presented to the Customer

1.9 “Service”: the Declaree service, which can be reached at the URL https://www.mobilexpense.com

1.10 “Service Level Agreement” (“SLA”): the service level agreement, governing the service levels applicable to the Service.

1.11 “Term” or “Initial Term”: the term of the Agreement, in each case one (1) year, unless expressly stated otherwise in the Proposal

1.12 “User”: a user attributable to the Customer who uses the Service, usually an employee. The Customer is liable for the User.

1.13 “Website”: the Declaree website, which can be reached under the URL https://www.mobilexpense.com

Article 2. The Agreement

2.1 The Customer agrees to the legally binding Agreement when the Customer signs the Proposal.

The Agreement consists of, by order of precedence:

• The Proposal and its terms and conditions.
• These Terms and Conditions.
• The DPA.
• The SLA.

2.2 Notwithstanding the above, the DPA shall take precedence over the Terms and Conditions with relation to data processing or Personal Data as defined in General Data Protection Regulation (GDPR).

2.3 The Agreement is concluded when, upon receiving the signed Proposal of the Customer, Declaree starts the implementation of the Service.

2.4 Upon signature of the Proposal, the Customer hereby declares that Declaree may immediately commence the Service, including providing access to the Service, with the result that revocation of the Agreement cannot be made. 

Article 3. Customer & User Obligations, Use of Service

3.1 The Customer is liable for the Users compliance with the Agreement, the User obligations and the proper use of the Service, whether or not the User acted with the permission of the Customer.

3.2 Amongst other actions, and not limited to:

3.3 The Customer may not transfer his rights or obligations under this Agreement to Third Parties without the prior written consent of Declaree.

Article 4. Intellectual Property Rights

4.1 Declaree retains ownership of all intellectual property rights associated with the Service and its documentation. Nothing in this Agreement shall be deemed a transfer of ownership rights.

4.2 Declaree grants the Customer a non-transferable, non-exclusive, non-sublicensable, license to use the Service during the time of the Agreement subject to the terms of the Agreement.

Article 5. Limitations of Liability

5.1 Declaree is liable for direct damage as a result of an attributable non-performance of the Agreement, and regardless of the basis of the claim, including an unlawful act, Declarees aggregated liability will not exceed the amount that the Customer has paid for the use of the Service (including VAT) in the twelve (12) months prior to the event causing the damage. Declaree is not liable for indirect damages, consequential damages, loss of profit, lost savings, reduced goodwill, damage due to business interruption nor for mutilation, destruction or loss of data.

5.2 The customer acknowledges that he is familiar with the rules of the (local) TAX authorities regarding the digital storage of receipts and the applicable laws and regulations regarding conversion of paper receipts to digital. Declaree is not liable for claims from the TAX authorities, for example regarding unreadable receipts after they have been digitized. It is therefore the Customer's own responsibility to ensure the Service is used correctly by itself and its Users.

5.3 Notwithstanding the above, the limitations of liability lapse if the attributable shortcoming is the result of intent or deliberate recklessness on the part of Declaree's management.

5.4 Declaree subcontractors can also invoke the above limitations of liability.

5.5 If the Customer terminates the Agreement as a result of an attributable shortcoming in the performance of the Agreement by Declaree, the amounts already paid will not be subject to a refund.

5.6 Declaree strives for maximum availability of its Service, however, it cannot guarantee that the Service is always available. Declaree is not liable for the temporary unavailability of the Service.

Article 6. Data Processing and Confidentiality

6.1 Parties agree to enter into a DPA.

6.2 Declaree shall process the personal data of the Customer in accordance with the General Data Protection Regulation (EU2016/679), the DPA and Declaree’s privacy policy, which can be found on the Website.

6.3 Both Parties will observe strict confidentiality with regard to information about each other's organization, operation of the Service, Data built up with the service, etc. Unless the other Party has given prior written permission, a Party will not disclose information that is available to third Parties and only make it known to its personnel insofar as this is necessary for the fulfilment of the agreed performance. The Parties will oblige their personnel to comply with these confidentiality provisions.

Article 7. Term and Termination

7.1 The initial Term shall run for a period of one (1) year, starting on the effective date of the Agreement.

7.2 Parties may terminate the agreement to the anniversary of the Effective Date by giving 60 days prior notice in text form via email to creditcontrol@mobilexpense.com or via registered letter to Boulevard du Roi Albert II 19, 1210 Brussels, Belgium. In case no notice was given, the Agreement will be renewed for subsequent license periods of one (1) year.

7.3 Either Party may terminate the Agreement effective immediately without incurring further liabilities if the other Party is in breach of the Agreement, including non-payment of fees, provided the breach has not been corrected within 30 days of notice thereof. The Customer shall not be entitled to the fees already paid under the Agreement.

7.4 All rights the Customer has acquired under the Agreement with regard to the use of the Service will lapse upon termination of the Agreement. This excludes, unless otherwise specified, obligations which by their nature are intended to continue after termination of the Agreement. These will continue to exist after termination thereof. The termination of the Agreement explicitly does not release the Parties from the provisions with regard to confidentiality, liability, intellectual property rights, applicable law and choice of forum.

7.5 If the Agreement ends, regardless of the manner in which, Declaree will give the Customer the opportunity to secure the data that has been built up through the use of the Service. As soon as the Customer has indicated that it has secured the aforementioned data, or if the Customer has indicated that it does not want to secure the aforementioned data, Declaree will delete the aforementioned data.

Article 8. Payment Terms

8.1 The Customer shall pay the fees via a wire transfer. If the payment is cancelled or reversed, Declaree will send the Customer a reminder. In this reminder, the Customer is offered a term to pay the outstanding invoice. If payment is not made, Declaree will proceed to collect the claim. From that moment on, the amount due will be increased by extrajudicial collection costs in accordance with the “Decree on compensation for extrajudicial collection costs” (in Dutch: “Besluit vergoeding voor buitengerechtelijke incassokosten”), the minimum of which is set at € 40 (forty Euro). In addition, the Customer will owe statutory commercial interest from that moment on.

8.2 In the event of permanent non-payment(s), Declaree is entitled to suspend access to the Service, without being obliged to indemnify the Customer.

8.3 The customer agrees that invoices may be issued digitally (by means of an email with an invoice in PDF format) by Declaree.

8.4 The license and implementation fee will be invoiced upon the Effective Date and will be due within 30 days thereof. Declaree reserves the right to close any ongoing implementation projects due to client inactivity, regardless of its status. Restarting the implementation will be subject to the regular implementation fee. The project closure is subject to judgement of Implementation Consultant.

8.5 The agreed prices and rates shall be increased annually, on the anniversary of the contract date in accordance with the EU Harmonised Index of Consumer Prices (found via this link: https://ec.europa.eu/eurostat/databrowser/view/prc_hicp_midx/default/table?lang=en )with the following calculation (last published December index / December index of the previous year). If this index is no longer published, another index will be proposed which comes closest to the aforementioned index and is valid.

8.6 Three (3) months prior to the end of the initial Term or any subsequent Term, Declaree may propose its then current standard fees applicable to the Subscription Services from the next anniversary date.

Article 9. Indemnification

9.1 The Customer shall indemnify, defend and hold harmless Declaree from and against any loss, liabilities and costs relating to any claim made by a Third-party in connection with the Customers wrongful access or misuse of the Service, violation of this Agreement or infringement of Intellectual Property Rights connected thereto.

Article 10. Miscellaneous

10.1 Declaree is allowed to transfer its rights and obligations to a third party. In particular when it concerns a transfer in the context of a change of legal form, sale or merger of its company.

10.2 The Agreement is governed by Dutch law.

10.3 Disputes must be resolved between the Customer and Declaree as much as possible. If that is not possible, the court in Rotterdam has exclusive jurisdiction to hear and judge the dispute. Unless the claim, due to the nature or the amount and / or value of the claim, falls within the competence of the subdistrict court (in Dutch: “kantonrechter”). In the latter case, the subdistrict court (in Dutch: “kantonrechter”) designated by law is authorized to hear and judge the dispute.

10.4 Declaree is entitled to change these conditions from time to time. Customer shall have the right to object to these changes in writing, in which case the version of these conditions at time of conclusion of the agreement shall continue to apply. In this case, both Parties shall have the right to terminate the agreement which shall have effect as of the end of the then current license period.

10.5 Neither Party shall be responsible for failure or delay of performance if caused by a force majeure event, which is beyond the control of the Parties, and makes the proper performance of the Agreement impossible.