Terms of delivery

The products and services of the Clarify risk management can be used in various ways. These general terms and conditions contain the rules that reciprocally apply. What are the rights as registered users, or use a subscription? What can you expect from us and what can we expect from you? Click here to download the Terms of delivery.

Applicability

A.	The service “Clarify” aims to provide users in an easy manner with the software of Clarify Risk Management. The underlying terms concern the provisions which are applicable, besides the General terms and conditions of Clarify Risk Management, when Clarify Risk Management performs services in the field of Application Service Provision (ASP), Software as a Service (SaaS) and/or Computerservice. When this agreement diverts from provisions in the General terms and conditions of Clarify Risk Management, the information from this agreement prevails.
B.	The provisions from the Clarify terms are interwoven with the provisions from the General terms and conditions of Clarify Risk Management. In case of discrepancies between the provisions of the general terms and conditions and the provisions from the underlying terms and conditions, the latter will prevail.
C.	For applying these terms, we define the Application Service Provision and Software as a Service as: providing remote access by Clarify Risk management to clients of the software via internet or through another network, without providing the client with access to a physical medium with the software in question.
D.	For applying these terms, we define Computerservice as: automatically processing of data with software and equipment administered by Clarify Risk Management.

Services

A.	Clarify Risk Management will provide the client with the services in the area of Application Service Provision, Software as a Service and/or Computerservice as specified in the agreement between the parties as well as other services as agreed on. When included in the agreement, Clarify Risk Management will install the designated software on the by Clarify Risk Management defined infrastructure. Clarify Risk Management is not responsible for purchase and/or functioning of the infrastructure of the client or other third parties.
B.	Unless otherwise agreed to in writing, the client is responsible for management of the software, which includes overseeing the settings, using the services and the manner in which results from the services are used. The client is also responsible for instructing users, regardless whether these users are in a relationship of authority with the client. In absence of explicit agreements about this, the client is responsible for installing the required software on his devices and if necessary adapt the used devices, other software and user environment and effectuate the by the client desired interoperability.
C.	Unless otherwise agreed on in writing, Clarify Risk Management is not obliged to perform data conversion.
D.	If provision of services to the client in the agreement also encompasses support of users, Clarify Risk Management will advise on use and functioning of the software as agreed on and about usage of the service through an agreed on medium. Clarify Risk Management preserves the right to impose conditions on the qualifications and the number of contact persons which are applicable for support. Clarify Risk Management will consider the application of valid requests for support within a reasonable amount of time. Clarify Risk Management cannot be held responsible for accuracy, integrity or timeliness of reactions or offered support. Unless otherwise agrees on in writing, support is only provided on working days during the usual business hours of Clarify Risk Management.
E.	If customer services to the client based on the agreement also include creating back-ups of client data, Clarify Risk Management will, whilst considering the in writing agreed on periods, and if not specified once a week, make a complete back-up of the data which is present from the client. Clarify Risk Management will preserve this backup during an agreed on period, or for a for Clarify Risk Management conventional amount of time if this is not specified in the agreement. Clarify Risk Management will carefully treat and save this data.
F.	Only if agreed on in writing, Clarify Risk Management is obliged to possess a fall-back location or other defection facilities.

Implementation of customer services

A.	Clarify Risk Management will to the best of its abilities exert itself to perform customer services with care, in in accordance with the written consent on agreements and procedures. All services from Clarify Risk Management will be performed based on an obligation to perform to the best of our abilities, unless Clarify Risk Management has explicitly and in writing has consented with a certain result, which has been defined clearly and sufficiently.
B.	Clarify Risk Management performs customer services solely by order of the client. If Clarify Risk Management performs proceedings based on a request or qualified order from a authority or connected to a legal obligated activity performed with data connected to the client, it’s co-workers or users, the client will be charged with these costs.
C.	Clarify Risk Management preserves the right to change the content or extent of the customer services. If such changes result in a change in one of the procedures relevant for the client, Clarify Risk Management will inform the client as soon as possible. The client will be charged with the costs of these changes. The client is entitled to terminate the agreement in writing, before the date this changes comes into effect, unless this change involves adjustments of relevant legislation, other regulations given by qualified authorities or if Clarify Risk Management covers the costs of this change.
D.	Clarify Risk Management can continue performing the services using a new or changed version of the software. Clarify Risk Management is not obliged to retain, change or add certain functionalities of the service of software specifically for the client.
E.	Clarify Risk Management is entitled to put the service out of order, partly or as a whole, for preventive, corrective or adaptive maintenance. Clarify Risk Management will minimize decommissioning as much as possible and if possible outside office hours. Also, if circumstances allow this, the client will be informed first.
F.	If Clarify Risk Management performs customer services based on data provided by the client, this data will be adapted and supplied by the client, in accordance with the conditions set by Clarify Risk Management. The client will provide Clarify Risk Management with the data and retrieve the results from the location where Clarify Risk Management performs the customer service. Transport and transmission, irrespectively how, are at risk of the client, even if these are performed by Clarify Risk Management. The client is accountable for all materials, data, software, procedures and instructions as given by Clarify Risk Management as implementation of the services. Furthermore, the client is responsible for verifying that all data carriers meet the specifications of Clarify Risk Management.
G.	All devices, software and other things used for customer services by Clarify Risk Management remain property or intellectual property of Clarify Risk Management or its suppliers, even when the client pays compensation for developing or acquiring it by Clarify Risk Management.
H.	Clarify Risk Management is never obliged to provide a client with a physical medium in the context of Application Service Provision and/or Service as a Service or to supply the client with software regarding the Computerservice of Clarify Risk Management.

Service Level Agreement

Any agreements concerning a service level are to be agreed on explicitly and only in writing. The client will inform Clarify Risk Management on any circumstances which can influence customer services or it’s availability. If arrangements are made on a service level, availability is measured regardless of previously announced decommissioning due to maintenance, as well as any circumstances outside the influence of Clarify Risk Management, taking into account the service as a whole during the length of the agreement. Save for proof to the contrary, the availability and service level as measured by Clarify Risk Management will serve as full proof.

Length

The parties will enter into the agreement for the agreed on period, or if not specified for a period of one year. The duration of the agreement will be renewed automatically for the duration of the original period, unless either the client of Clarify Risk Management terminates the agreement in writing, taking into account the period of notice of three months before the end of the designated period.

Payment

A.	In absence of a agreed on invoicing schedule, all amounts involving customer services of Clarify Risk Management are due one year in advance.

Guaranties

A.	Clarify Risk Management cannot be held responsible for the software which the client is provided with regarding the Application Service Provision and/or Service as a Service and with regard to the software used by Clarify Risk Management for Computerservice to function flawless and without interruptions. Clarify Risk Management will attempt to resolve any discrepancies in the software within reasonable time if and as far as it concerts software which has been developed by Clarify Risk Management and if the defects have been meticulously reported in writing to Clarify Risk Management. Clarify Risk Management can postpone repair of any defect until a new version of the software is taken into service. Clarify Risk Management cannot guarantee that defects in software which is not developed by Clarify Risk Management will be resolved. Clarify Risk Management preserves the right to adapt the software in order to offer temporary solutions or problem solving restrictions. If the software development was commissioned by the client, Clarify Risk Management is entitled to charge the client with the costs of repair with its usual rates.
B.	Clarify Risk Management is not responsible for controlling the accuracy and completeness of the results of the customer services and use of the data generated by the service. The client is responsible for regular monitoring of the results of the customer service and the data generated with use of the service.
C.	If necessary or desirable, Clarify Risk Management will repeat the Computerservice to restore any deficiencies if these flaws are a direct result of products, software, data carriers, procedures or operations of control for which Clarify Risk Management is responsible for based on the agreement, but only if the client has notified Clarify Risk Management of these discrepancies in detail and in writing, as soon as possible but no later than one week after receiving the results from the Computerservice. Only if discrepancies in the Computerservice are imputable to Clarify Risk Management, repeating the service will be free. If discrepancies cannot be attributed to Clarify Risk Management, or if the discrepancies are caused by mistakes or flaws of the client, such as providing wrong or incomplete data and/or information, Clarify Risk Management will charge the client with the costs of repeating the Computerservice with its usual rates. If recovery of defects which Clarify Risk Management is accountable for is technically or reasonably not possible as concluded by Clarify Risk Management, the costs of the Computerservice for the client will be credited, without being liable towards the client in any way. The client does not have any rights concerning defects in the Computerservice, other than described In the guarantee arrangement. This paragraph explicitly does not apply to the Application Service Provision and Software as a Service.
D.	The client will gather information on the risks for his/her organization based on information provided by Clarify Risk Management concerning measures to prevent and restrict consequences of malfunctions, flaws in customer service and loss of data of other incidents and take complementary measures if necessary. Clarify Risk Management is prepared to, if requested by the client, support the client to take further measurements on (financial) terms as specified by Clarify Risk Management. Clarify Risk Management is never responsible for recovery of lost data.
E.	Clarify Risk Management does not account for timely adaptation to changes in relevant laws and regulations of the software in the context of Application Service Provision and/or Service as a Service and the software used for the Computer service by Clarify Risk management.

Processing personal information

A.	The client guarantees to have met all requirements for lawful processing of personal information which is added by the client when providing the client with the software in the context of Application Service Provision and/or Service as a Service and the software used by Clarify Risk Management in the context of the Computerservice.
B.	The client has full responsibility for the data that is processed using the service. The client guarantees Clarify Risk management that the data are not unlawful and do not compromise the rights of third parties. The client safeguards Clarify Risk Management against any legal action of third parties in connection to processing this data or implementing the agreement.
C.	The client has obligations toward third parties as specified in the legislation concerning processing personal information, such as an obligation to provide information and insight in personal information and to correct and remove personal information of the individuals concerned. The responsibility of meeting these obligations completely lies with the client. Parties accept that Clarify Risk Management is adapter as specified in the “Wet Bescherming Persoonsgegevens”. The client will, as much as is technically possibly, cooperate to fulfil its obligations. Costs connected to this cooperation are not included in the agreed prices and payments of Clarify Risk Management and are to be completely for the account of the client.