General terms and conditions

These general terms and conditions apply to all offers, agreements and services of NorthDock B.V., registered with the Dutch Chamber of Commerce under number 42005535.

1. Definitions

• NorthDock: NorthDock B.V., the user of these terms.
• Customer: the legal entity or person acting in the course of a profession or business that enters into an agreement with NorthDock.
• Services: the software services NorthDock provides as Software-as-a-Service, including FlowLynq (OrderLynq and WorkLynq), CodeLynq and KatalogIQ, and any related support, implementation and consultancy.
• Agreement: the agreement between NorthDock and the Customer, including an online subscription, an order form or an accepted quotation.
• Customer Data: all data the Customer or its users enter into or generate with the Services.

2. Applicability

These terms apply to every offer and agreement of NorthDock. Deviations are only valid if agreed in writing. The applicability of the Customer's own purchasing or other conditions is expressly rejected. Specific terms for a product, such as the conditions of a free trial or a money-back guarantee, apply in addition to these terms and prevail in case of conflict.

3. Offers and formation of the agreement

All offers are without obligation unless stated otherwise. The agreement is formed when the Customer accepts an offer, completes an online subscription or when NorthDock starts performing the agreement. The Services are intended for business use; they are not offered to consumers.

4. Use of the Services

NorthDock grants the Customer a non-exclusive, non-transferable right to use the Services for the duration of the agreement for its own business purposes. The Customer is responsible for the use of the Services by its users, for keeping login details confidential and for the lawfulness of the Customer Data. The Customer shall not use the Services in violation of the law, infringe the rights of third parties, disrupt the Services or attempt to gain unauthorised access to them.

5. Availability, maintenance and support

NorthDock makes every reasonable effort to keep the Services available and to perform maintenance outside business hours where possible, but does not guarantee uninterrupted availability unless a service level has been agreed in writing. NorthDock may change the functionality of the Services to improve them, provided that essential functionality is not materially reduced. Support is provided by email during Dutch business days.

6. Prices and payment

Prices are in euros and exclude VAT. Subscription fees are invoiced in advance per billing period; usage-based fees are invoiced afterwards. Invoices must be paid within 14 days of the invoice date, unless automatic payment has been agreed. If payment is late, NorthDock may, after a written reminder, suspend access to the Services. NorthDock may adjust its prices once per year; the Customer will be notified at least 30 days in advance and may terminate the agreement by the date the change takes effect.

7. Term and termination

Subscriptions are entered into for the period chosen by the Customer and are renewed automatically for the same period, unless terminated before the end of the current period. Either party may terminate the agreement with immediate effect if the other party materially breaches its obligations and fails to remedy the breach within 30 days of written notice, or if the other party is declared bankrupt or granted a suspension of payments.

8. Customer Data and termination

The Customer remains the owner of the Customer Data. Upon termination, the Customer can export its data during 30 days, after which NorthDock deletes the Customer Data, unless it is required by law to keep it.

9. Intellectual property

All intellectual property rights to the Services, the software and the documentation remain with NorthDock or its licensors. Results the Customer creates with the Services, such as generated images or code, belong to the Customer, unless otherwise stated in the product-specific terms.

10. Privacy

To the extent NorthDock processes personal data on behalf of the Customer, NorthDock acts as a processor and the data processing agreement forms an integral part of the agreement.

11. Confidentiality

Both parties will keep confidential all information they receive from the other party that is marked as confidential or that should reasonably be considered confidential, and use it only to perform the agreement.

12. Liability

NorthDock's liability for attributable failure in the performance of the agreement, or on any other ground, is limited to compensation of direct damage up to the amount the Customer paid under the agreement in the twelve months preceding the event causing the damage. NorthDock is not liable for indirect damage, including consequential loss, lost profit, lost savings, loss of data and damage due to business interruption. These limitations do not apply in case of intent or deliberate recklessness of NorthDock's management. A claim for damages lapses if it is not reported in writing within six months after the Customer became aware of the damage.

AI-generated output, such as code, specifications or images, must be checked by the Customer before use. The Customer remains responsible for the decision to use such output.

13. Force majeure

NorthDock is not obliged to fulfil any obligation if it is prevented from doing so by force majeure, including failures of third-party suppliers, internet or power outages, cyber attacks and government measures. If force majeure lasts longer than 60 days, either party may terminate the agreement in writing.

14. Changes to these terms

NorthDock may amend these terms. Amendments take effect 30 days after notification to the Customer. If the Customer does not accept an amendment, it may terminate the agreement by the date the amendment takes effect.

15. Applicable law and disputes

These terms and all agreements are governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Disputes will be submitted exclusively to the competent court in the district where NorthDock has its registered office.