Terms and conditions

Terms and Conditions Icares
Terms and Conditions
These Terms and Conditions.
By Icares is meant Icares and all (international) companies
belonging to the group Icares who have declared these Terms and
Conditions to be applicable.
Any written contract betwee n Icares and the Other Party in relation
to services/products Icares delivers to the Other Party.
User Contract for a limited time.
Other Party
A natural or legal person with whom Icares enters into or has been
entered into an Agreement.
Th ird parties
Organisations, companies and individuals outside Icares and the
Other Party.
Internet visitor of the test /product, or the Other Party’s client.
User name
The identification code delivered by Icares by means of which, in
combination with a password, the Other Party has access to the
tests/products of Icares.
The code created by the user by means of which, in combination
with a User name, the User has access to the tests/products of
Article 1 General/applicability conditions
1.1 These Terms and Conditions apply to all negotiations, offers
and Agreements in which Icares delivers products and/or services
of any kind, even if these products or services have not been
further defined in these Conditions.
1.2 This versi on of the Terms and Conditions replaces the previous
versions of the Terms and Conditions.
1.3 In all cases in which an Agreement with the Other Party ends,
these Terms and Conditions shall predominate the relations
between parties to the extent necessary to settle that Agreement.
An offer or (price) quotation does not bind Icares and only applies
as an invitation to place an order. Icares is entitled to refuse
orders, deliveries and suchlike without explanation. Any purchase
or other Conditions of the Ot her Party do not apply, unless they
have been explicitly accepted by Icares.
1.4 Icares is entitled to amend or add to these Terms and
Conditions unilaterally. Amendments and additions also apply to
Agreements signed previously. Amendments are effective a month
after being announced or on the date stated by means of a written
notification or notification on the web page of Icares. Until the date
of effect of the amendments, the customer has the right to end the
Agreement, as of the date of effect of the am ended Terms and
Conditions , by means of a registered letter, if the customer does
not wish to accept the amendments in the Terms and Conditions.
After the date of effect the Other Party is considered to have tacitly
accepted the amendments.
1.5 The Agree ment is established as soon as the Other Party
returns the documents delivered for that purpose, in duplicate and
signed by the authorised person, to Icares, if necessary
accompanied by essential valid documents.
1.6 As long as there is no physical obliga tion Icares can revoke its
offer even after acceptance.
1.7 When the Other Party is represented, and particularly in case
of representation by a legal person who therefore does not enter
into an Agreement with Icares in his own name, representative
ought to demonstrate his powers to accomplish this legal act on
behalf of the Other Party at the request of Icares.
Article 2 Price and payment
2.1 All prices and tariffs are drawn up in Euro, excluding VAT
and other possible fees charged by the government.
.2 Payment by the Other Party to Icares must be effected in
accordance with the payment terms stated on the invoice. In the
absence of such terms, payment must be effected in E uro within
30 (thirty) days after the invoice date. Payment is made without
any deductions or netting and without the Other Party allowing
itself to block its commitment by garnishment or otherwise. Icares
retains the right to require (partial) advance payment.
2.3 In the event of late payment the Other Party is in default at the
exp iry of one term of payment. Without further formal notice the
Other Party will be due a post maturity interest of 1% per month
repayable on demand from that date onwards, taking into account
that part of a month is considered as a full month. In that case the
customer also owes administrative charges at the rate of 15%
(fifteen) of the invoice price, with a minimum of 15 (fifteen) Euro,
the statutory interest as from maturity of the invoices added.
2.4 All expenses, both judicial and extrajudicial includ ing
expenses for legal assistance for Icares to be made by Icares as
a result of breach of obligations by the Other Party , are chargeable
to the Other Party . Extrajudicial collection charges to be made by
Icares are set at a minimum of 15 (fifteen) percent of the principal
of the debt receivable.
2.5 If a change in price occurs within 3 (three) months after
concluding the Agreement, it will not affect the price agreed with
the Other Party . Price increases occurring after a period of 3
(three) months will be passed on to the Other Party, however, the
Other Party has the opportunity to repudiate the Agreement during
one calendar month after it has been notified of the price increase,
in the manner as described in 9.1. Amounts already settled are not
cre dited. In the event of late termination, a tacit continuation of the
Agreement occurs at the increased price.
2.6 Icares is entitled to adapt prices and tariffs annually on the
basis of the Consumer Price Index (CPI) of the CBS (Statistics
Netherlands), se ries ‘all households’ of the previous year, without
prior written notification.
Article 3 Confidentiality
3.1 Parties observe a duty of confidentiality with regard to the other
party’s confidential information. Each party will take reasonable
precaution s in order to fulfil these obligations as good as possible.
3.2 Parties conclude a Data Protection Agreement to protect the
privacy of all parties involved.
Article 4 Right of use
4.1 If Icares grants the Other
Party right of use , it applies for the
dura tion of the License agreement. Right of use is not transferable
without written permission of Icares . The Other Party is not allowed
to rent, sell, dispose of, lease, mortgage, transfer as security or
cede the test software to third parties for any purpose for
whatever consideration, or to have other parties use it.
4.2 Tests/products for which a User name and Password
are required, are for exclusive use by professionals of the
Other Party . Username and Password are personal.
Professionals of the Other Par ty are therefore not
permitted to allow others to use the tests/products of
Icares under his/her User name, or to provide his/her
User name and Password to other parties.
4.3 Tests/products that require a User name and
Password are applicable as guidance t ools and are used
to facilitate guidance practices. In addition, personal
counselling by an experienced professional is always
4.4 The number of clients to be registered within Icares
Professional is based on the 'fair use' principle and is
capp ed at 100 clients per professional account per year.
Different arrangements apply to the number of clients that
can be registered annually for the Icares Professional
Solo subscription. These agreements are laid down in the
agreement (12, 25 or 50 clients) clients). If exceeded, Icares is
entitled to charge extra costs and / or to close the
account. Different arrangements also apply to Icares
Professional Five. In addition, 5 clients may be registered
within a period of 5 years. For Icares Professional
Individual (IPI) the following deviating agreements are
agreed. There is no purchase obligation by the Other
Party. Agreements are valid for a period of five y ears,
after which they are terminated without the request of the
Other Party. Inactive professional accounts are signed
without two years after last use. Payment obligation
arises immediately when a new client is created by the
Other Party and invoices mus t be paid to Icares within
one week of receipt, resulting in the actual use by the
realized client.
Article 5 Reservation of Ownership
5.1 All items supplied by Icares to the Other
Party under
the Agreement such as data, digital information,
applications, data cariers, remain the property of Icares at
all times unless stated otherwise in the Agreement, and in
any event until all amounts t he Other Party owes for items
delivered or to be delivered or duties performed or to be
performed under that Agreement, as well as the amounts
referred to in Article 2.3 and 2.4 to Icares, have been fully
5.2 If the items delivered by Icares to the Other Party
under an agreement are confiscated, the Other Party is
obliged to inform Icares about that immediately. In case of
confiscation, in case of a suspension of payment given to
the Other Party or in case of a declaration of bankruptcy
of the Other Party, the latter is obliged to indicate the right
of ownership of Icares immediately to the attachment
bailiff, the receiver or the liquidator.
Article 6 System management and cooperation by the
Other Party
6.1 The Other Party understands that it is an ongoing
process that involves investment in time, money and
energy by all parties concerned to keep the software
operational. Also on the basis of this the Other Party
should do its utmost to consent to carrying out the
Agreement with Icares. The Other Par ty will always give
Icares adequate notice of all useful and necessary
information and will vouch for the accuracy of this
6.2 Icares is entitled to (temporarily) discard its systems
without prior notice, and/or to limit their use to the exte nt
necessary for the required maintenance of the systems,
or for reasons of improvements or renovations to the
systems and/or to prevent overload.
6.3 Icares is entitled to alter the login procedure.
6.4 The Other Party is responsible for the proper use and
proper application of the software belonging to Icares and
of the services to be supplied by Icares. The Other Party
is not allowed to change any files manually, to add extra
files to the software or to adapt files otherwise, except
when specified by t he software itself.
6.5 If it has been agreed that the Other Party provides
materials or data on data carriers, these should meet the
specifications necessary to carry out the work.
6.6 If the Other Party’s information necessary for the
implementation of the Agreement has not, not on time or
not in accordance with the agreements been provided to
Icares, or if the Other Party welshes on Icares otherwise,
it may lead to suspension of the fulfillment of obligations
by Icares and the Other Party may be charge d extra.
6.7 Should employees of Icares perform duties at the
premises of the Other Party, the latter will see to it that
these employees can perform their duties undisturbed.
The Other Party will ensure that the rooms where these
employees must perform t heir duties are in accordance
with the requirements stated by Icares regarding furniture,
temperature, power supply and telecommunication links,
inter alia.
6.8 For this, the Other Party consents expressly to
process and utilise the data it furnished for the
tests/products, and to file them in a database set up by
Icares as part of the service. These data will be stored
and managed always with due regard for the (privacy)
legislation in force.
Article 7 Inspection and complaints
7.1 The Other Party ought to report complaints to Icares
within two weeks after delivery or where appropriate after
the performance of duties. A complaint does not suspend
the payment obligation. Possible liability (resulting from a
defect) is limited to what has been provided in Article 10.
7.2 The Other Party is obliged to show consideration
concerning the use of the products involved in order to
avoid further implications for Icares. The Other Party will
render its cooperation should the complaint be
Article 8 D elivery deadlines
8.1 All deadlines stated by Icares have been set down to
the best of its knowledge on the basis of the information
known at the time of entering into the agreement and will
be observed as good as possible. In case of a threat of
exceedin g any term, Icares and the Other Party will
consult on it as soon as possible. An excessive exceeding
can be regarded as a rescission of the Agreement.
8.2 Exceeding the term can never result in the Other
Party being entitled to any compensation. Icares i s
authorised at all times to deliver in stages.
8.3 The Agreement states the term (usually five weeks)
when the test / the product is operational. This term starts
as soon as the Other Party has provided the required material
(such as its data, logo, des ign and the links).
8.4 The license is subject to an annual automatic extension, unless
stated differently in the Agreement.
Article 9 Termination
9.1 The license can only be terminated by dissolution. The
dissolution should be effected by a registered letter sent by the
Other Party, three months before the end of the License, with the
postage stamp being the appropriate date of notice. Judicial
intervention is not required.
9.2 In contravention to the stipulations in Article 9.1 the Agreement
has been legally dissolved if the Other Party is declared in a state
of bankruptcy or if (whether or not provisional) a suspension of
payment is granted. Icares can wholly or partially terminate the
Agreement, taking effect at once, and without judicial interventi on
by means of a written notification to the Other Party, if the Other
Party is unable to meet its commitment or if the company is
dissolved or terminated. Owing to these methods of dissolution
Icares will never be liable to any compensation.
Article 10 Liability
10.1 Except for damages caused deliberately or by its own serious
misconduct, Icares is only liable for damages as far as described
in the following paragraphs of this Article and to a maximum
amount equal to the total sum paid by the Other Par ty to Icares for
services provided. Liability from Icares on account of and/or with
regard to whatever damage is otherwise excluded.
10.2 Icares is not liable for any material loss.
10.3 The Other Party will indemnify Icares from claims by third
parties arising from or connected with (the implementation of) the
Agreement with the Other Party.
10.4 Any right to compensation will expire in any case to the extent
that the Other Party has not immediately after the occurrence of
the damage taken measures to c ontain the damage, respectively,
to prevent more or other damages, as well as not having informed
Icares as soon as reasonably possible (with a maximum of 30
days) concerning the relevant information.
Article 11 Guarantee
11.1 Icares guarantees that its products are delivered with the
utmost care.
11.2 Icares cannot vouch for (small) differences not to occur.
Article 12 Intellectual Property Rights
12.1 The copyright and all other rights of any intellectual or
industrial property, as well as similar r ights to protection of
information with regard to the software (including standard
adjustments and new versions), databases, documentation or
materials, accrue exclusively to Icares or its Licensor. Nothing in
this Agreement tends to total or partial trans fer of such rights.
12.2 The Other Party is not allowed to modify, delete or deface any
indication of intellectual or industrial property right of Icares. When
making back up copies the Other Party will maintain all indications
which determine ownership a nd origin.
12.3 Icares is entitled to take and maintain technical measures to
protect the software or materials.
Article 13 Force Majeure
13.1 Neither party is liable to fulfil any obligation in case he is
obstructed to do so as a result of a circumsta nce for which he can
neither be blamed nor held responsible by virtue of law, legal act or
generally prevailing opinion.
13.2 Delaying or failure to fulfil obligations by suppliers of Icares,
transport difficulties and strikes are explicitly considered as force
Article 14 Telecommunication
14.1 If the maintenance of software, including basic support, or
other services provided by Icares, require the use of
telecommunication facilities, parties for themselves are responsible
for the right option a nd timely availability on their side.
14.2 Icares is not responsible for contamination, interception or
loss of data or processing results during the transmission of data
using telecommunication facilities.
14.3 The Other Party is obliged to purchase th e equipment,
software and auxiliary equipment in order to enable Icares to
provide the services as agreed.
14.4 The Other Party itself is responsible for the functioning of the
equipment, software, auxiliary equipment and connections
necessary for the ser vices to be operational. The Other Party
bears full responsibility for the content of his or her site.
14.5 The fees paid by the Other Party concern only the
tests/products provided by Icares and therefore do not concern for
example telephone charges made or to be made by the Other
Party, expenses for cable connection or other expenses for the
connection to the system of Icares or transmission of information
between the system of Icares and that of the Other Party .
Article 15 Applicable law and disputes
15.1 The agreements between Icares and the Other Party a re
subject to Dutch law only.
15.2 If any dispute between Icares and the Other Party should
arise in connection with an Agreement between Icares and the
Other Party or in connection with further Agre ements, should they
arise thereof, it will be settled by the competent court at the
domicile of Icares.
Article 16 Final Provisions
16.1 The English version of these Terms and Conditions prevails
over translations of it, whether or not sworn.
16.2 If one or more provisions of these Terms and Conditions are
declared inapplicable by judicial act or otherwise, the applicability
of all other provisions remains intact. As a replacement, parties will
determine a new provision which will give shape to the mea ning of
the original Agreement as much as righty possible.
16.3 The Other Party is not entitled to assign rights and duties from
these Terms and Conditions or from the Agreement to third parties,
subject to prior written consent of Icares.
16.4 The Other
P arty hereby consents in advance to permission
for and cooperation with the complete assignment by Icares of the
rights and duties from the Agreement to Third Parties, insofar as
Icares guarantees the performance of the Agreement with the
Other Party.
16.5 The Other Party is obliged to notify Icares in writing without
delay about any prospective change of address and/or invoice
information. The Other Party’s formal address for service with
regard to its relationship with Icares is the address last stated in
writing to Icares by the Other Party.
16.6 The Other
Party ought to notify Icares without delay through
her liquidator or receiver in the event of a possible bankruptcy,
suspension of payments or refinancing of debts.
16.7 The Terms and Conditions are disclosed on the website of
Icares and can thence be downloaded ( https ://icares.com/terms
On request, they will be also be sent by Icares.