Terms and conditions

1. Definitions

1.1 In these general terms and conditions, the following terms have the following meanings:

• “Notal Care”: the product developed and supplied by Notal B.V., consisting of software applications for taking notes of and managing sessions with clients in mental health care.

• “Notal B.V.”: the private limited company Notal B.V., having its registered office in Leiden, Kapteynstraat 39 A, 2313 RL Leiden, registered in the Trade Register under number 93666853.

• “Client”: any legal entity or natural person acting in the course of a profession or business that enters into an agreement, assignment or legal relationship with Notal B.V.

• “Software”: the software applications developed and supplied by Notal B.V. as described above.

• “Parties”: Notal B.V. and the Client together.

1.2 These general terms and conditions often use the term “agreement”. This means any agreement concluded between Notal B.V. and the Client, regardless of the number or nature of the underlying contracts.

2. Applicability

2.1 These general terms and conditions apply to all offers, quotations, agreements and other legal relationships under which Notal B.V. supplies software and associated services to the Client, whether or not on a subscription basis.

2.2 Deviations from these terms and conditions are only binding if and insofar as agreed in writing.

2.3 The applicability of the Client's purchasing or other terms and conditions is expressly excluded.

3. Offers and Quotations

3.1 All offers and quotations from Notal B.V. are without obligation, unless otherwise agreed in writing.

3.2 Quotations are valid for 30 days, unless stated otherwise.

3.3 Arrangements, changes or commitments made later – including by staff or representatives of Notal B.V. – are only binding if confirmed in writing by Notal B.V.

3.4 Obvious errors or ambiguities in quotations, catalogues or order confirmations do not give rise to any obligation on the part of Notal B.V.

3.5 Notal B.V. reserves the right to withdraw or amend a quotation as long as it has not been accepted in writing by the Client.

4. Delivery and Installation

4.1 The Software is delivered as agreed in the agreement.

4.2 Unless otherwise agreed, the Software is delivered digitally. The Client is responsible for installation.

4.3 Notal B.V. strives for timely delivery, but accepts no liability for delays, unless otherwise agreed in writing.

5. Right of Use and Intellectual Property

5.1 The Client receives a non-exclusive, non-transferable and non-sublicensable right to use the Software, solely for internal use within its own organisation.

5.2 The Client is not permitted to sell or sublicense the Software or make it available to third parties, including for internal use.

5.3 It is not permitted to share the documentation or project information with third parties without the written consent of Notal B.V. The Client must oblige any third parties to comply with these terms and conditions.

5.4 All intellectual property rights relating to the Software remain with Notal B.V. or its licensors. The Client cannot claim any rights to them.

5.5 The Client is not permitted to copy, sell, rent out or otherwise make the Software available to third parties.

6. Maintenance and Support

6.1 Notal B.V. provides maintenance and support services as set out in the agreement.

6.2 Faults must be reported by the Client. Notal B.V. will use its best efforts to resolve problems within the agreed time frames.

6.3 Additional costs for maintenance or support are charged separately.

7. Payment

7.1 Invoices must be paid within 30 days of the invoice date, unless otherwise agreed in writing.

7.2 If the payment term is exceeded, the Client is in default by operation of law and owes statutory (commercial) interest, plus collection costs of at least 15% of the invoice amount.

7.3 In the event of late payment, Notal B.V. may send a reminder with a payment term of 14 days.

7.4 All judicial and extrajudicial costs in the event of non-payment are for the Client's account.

7.5 If payment is not made, Notal B.V. may suspend or terminate delivery without liability for damages.

7.6 Objections to invoices must be reported in writing within 8 days; otherwise the invoices are deemed to have been accepted.

7.7 In the event of non-payment, Notal B.V. may take collection measures and temporarily disable the Software.

8. Liability and Indemnification

8.1 Notal B.V. is only liable for direct damage, up to a maximum of the amount paid in the year concerned.

8.2 Notal B.V. is not liable for indirect damage such as consequential loss or business interruption.

8.3 Damage caused by incorrect information from the Client falls outside the liability of Notal B.V.

8.4 The Client indemnifies Notal B.V. against third-party claims arising from use of the Software, except in the case of intent or gross negligence.

9. Force Majeure

9.1 Notal B.V. is not liable for non-performance in the event of force majeure.

9.2 Force majeure also includes: pandemics, strikes, disruptions at suppliers, etc.

9.3 If force majeure lasts longer than two months, either Party may dissolve the agreement.

10. Duration and Termination

10.1 The duration of the agreement is as stated in the agreement.

10.2 Either Party may terminate the agreement in writing with a notice period of three months.

10.3 Notal B.V. may terminate the agreement with immediate effect in the event of the Client's bankruptcy or suspension of payments.

11. Obligations of the Client

11.1 The Client may not cause damage to the Software or systems of Notal B.V.

11.2 The Software may not be used in breach of laws and regulations or the agreement.

12. Privacy and Data Protection

12.1 Notal B.V. processes personal data in accordance with the GDPR.

12.2 The Client is responsible for the lawfulness of the data entered.

12.3 Notal B.V. may analyse anonymised data for optimisation purposes, as specified in Annex 1.

13. Confidentiality

13.1 Confidential information may only be used for the performance of the agreement.

13.2 The Client must oblige its employees and third parties to observe confidentiality.

13.3 Confidential information must be destroyed or returned on request.

14. Transfer of Rights and Obligations

14.1 Transfer to third parties is only possible with the prior written consent of Notal B.V.

15. Amendments

15.1 Notal B.V. may amend these terms and conditions unilaterally. The latest version applies.

15.2 Amendments will be communicated to the Client in writing.

16. Retention of Title

16.1 All products supplied remain the property of Notal B.V. until all claims have been paid.

16.2 Notal B.V. may reclaim products in the event of non-payment.

17. Scope of the Terms and Conditions

17.1 If a provision is invalid, the remaining provisions remain in full force. An invalid provision will be replaced by a valid one with as similar an effect as possible.

18. Applicable Law and Disputes

18.1 The legal relationship is governed by Dutch law.

18.2 Disputes will be submitted to the District Court of The Hague, Leiden location, subdistrict sector, unless the law provides otherwise.