Article 1. Applicability
Article 2. Start, term and termination of the Agreement
Article 3. Fee
Article 4. Responsibilities of Gynzy
Article 5. Responsibilities of the Client
Article 6. Trial period
Article 7. Intellectual property rights
Article 8. Force majeure
Article 9. Liability
Article 10. Privacy and data processing
Article 11. Miscellaneous
In the Agreement and these General Terms & Conditions the following terms have the following meaning:
The party as mentioned under 2 in the Agreement, being a client, a school (community), foundation or other organization;
All Licenses offered and provided by Gynzy, as well as all leasing services, websites, applications, Training, and the Trial Period offered and provided by Gynzy. .
The software developed by Gynzy and offered in different package deals – as described in the Agreement;
The limited liability company Gynzy Group B.V., registered in ‘s-Hertogenbosch, The Netherlands and having its offices in (5211 BM) ’s-Hertogenbosch at the Stationsplein 103, and (existing and future) affiliate companies;
The person or company that subscribed to the Trial Period.
A non-exclusive and non-transferable license to use the Gynzy Software in accordance with the Agreement and these General Terms & Conditions provided by Gynzy to the Client.
The license- and user agreement of which these General Terms & Conditions are an integral part.
The period in which the Trial Member can use the License(s) free of charge.
A meeting of the Parties in which Gynzy shall train the Client to use the Gynzy Software.
A device connected to the internet with the latest versions of the major greenfield web browser (Edge, Firefox, Chrome or Safari) or a device that is capable of running one of our mobile applications (iOS).
The fee that the Client is obligated to pay to Gynzy for or in connection to the Services.
These General Terms & Conditions are applicable to all Services by Gynzy and are an integral part of the Agreement.
2.1 The Agreement enters into full force and effect on the date and for the period stated in the Agreement. The Agreement ends on December 31st of the calendar year in which the Agreement is entered into, unless explicitly stated otherwise in the Agreement.
2.2 In the event the Agreement is entered into for a Trial Period, the Agreement starts at the beginning of the Trial Period and ends after the term of the Trial Period – as stated by Gynzy – has expired.
2.3 The Agreement shall be tacitly renewed for a period of twelve (12) months at the end of the period as mentioned in Article 2.1 or any tacit renewal of the Agreement, such under the same conditions as in the renewed Agreement.
2.4 Each party to this Agreement can terminate the Agreement at the end of a period mentioned in Article 2.3 taking into account a notice period of two (2) months.
3.1 The Client must pay to Gynzy the Fee as determined in the Agreement as per the starting date of the Agreement (regardless of whether or not the Client actually uses the Services on the starting date).
3.2 Gynzy shall invoice the Fee to the Client at the start of the Agreement. The invoice must be paid within fourteen (14) days of the date stated on the invoice.
3.3 Gynzy can determine the payment methods by which the invoice must be paid by the Client in its sole discretion (for example payment by credit card, iDEAL, PayPal, etc.). In the event Gynzy offers a specific payment method to the Client and the Client accepts such payment method, the Client also accepts that further terms and conditions (by either Gynzy or a third party) apply to that specific payment method.
3.4 In the event the Client does not pay the (entire) Fee within the period as mentioned in Article 3.2, Gynzy has the right to restrict and/or suspend Client’s access to the Gynzy Software and the Services. Such restriction or suspension does not constitute any liability of Gynzy to the Client.
3.5 In the event of non-performance by the Client of the obligations as laid out in this Article 3, the Client is in default (in Dutch: “verzuim”) without any further notice of default being necessary. In such an event the Client must pay – in addition to the Fee – 1,5% interest per month (or a part thereof).
3.6 The Client is liable to Gynzy for any damages and costs, including (but not limited to) attorney fees and (extrajudicial) collection costs in relation to the non-performance by Client of the obligations under this Agreement. The (extrajudicial) collection costs will be estimated to a fixed amount of 15% of the principal amount.
3.7 Gynzy has the right to change/index the Fee per January 1st of each calendar year, such on the basis of the “Dienstenprijsindex (DPI)”, year 2015 = 100, in December relative to December of the previous year.
4.1 Gynzy undertakes to provide the Services in accordance with the Agreement and these General Terms & Conditions and Client’s reasonable expectations thereof.
4.2 Gynzy shall take all commercially reasonable measures to ensure optimal availability of and access to the Gynzy Software.
4.3 Gynzy undertakes to improve the Services and takes reasonable measures to bring and keep the Services up to date with the current technical standards.
4.4 Gynzy can temporarily block or suspend access to the Services in the event of technical failures, maintenance, updates, (possible) security breaches, or (suspicion of) non-performance of the obligations under the Agreement by the Client or one of the students or employees.
4.5 Gynzy shall – to the extent possible – timely inform the Client of any updates and undertakes to perform such updates outside of regular school and working hours. See also https://status.gynzy.com/
4.6 In the event of Training Gynzy and the Client shall jointly determine the date, time and place of the Training.
4.7 All information regarding the Client, its employees and students that is provided to Gynzy in the performance of or in relation to this Agreement, shall be treated as confidential by Gynzy. Gynzy takes technical and organizational measures to protect such information from becoming public.
4.8 The Services may use applications or services by third parties, for example the YouTube application. Gynzy is not responsible for such applications or services, or terms & conditions that these third parties may use.
5.1 The Client agrees to use the Services in accordance with the Agreement, these General Terms & Conditions, and the reasonable instructions by Gynzy. The Client is responsible for and agrees to ensure that her employees, students and other people or parties that use the Services shall do so in accordance with the Agreement, these General Terms & Conditions, and the reasonable instructions by Gynzy.
5.2 The Client shall not allow the Services to be used by or for any other person, party or organization than her own organization, employees and students. The Client cannot and shall not attempt to provide any sublicense to the Gynzy Software or allow the Gynzy Software to be used for training of third parties, commercial use or lease of use by a service company.
5.3 The Client can access the Services after completing the login procedure, using the credentials provided by Gynzy.
5.4 The Client is responsible for the accounts and credentials used by the Client, its employees and its students to access the Services. Client ensures that these accounts and credentials remain confidential and are not disclosed to any third party.
5.5 All information regarding Gynzy of which the Client must reasonably understand its confidential nature, shall be treated as confidential by the Client. The Client takes technical and organizational measures to protect such information from becoming public.
5.6 The Client is responsible for the functioning of software, hardware and the configuration thereof, and internet access that are necessary for the use of the Services. The Client guarantees that hardware and software used in relation to the Services meet the System Requirements.
5.7 The Client is responsible for necessary measures to protect its hardware, software, account and credentials, communication and internet services against viruses, (digital) crimes and unlawful use by third parties.
6.1 Gynzy offers a Trial Period with a minimum of thirty (30) days. The Trial Period is free of charge and without the obligation to renew the Agreement.
6.2 The Trial Member shall subscribe to Gynzy via www.gynzy.com/account. Only one subscription to the Trial Period can be made per email address. During or after the Trial Period Gynzy may in its sole discretion offer extension or renewal of the Trial Period.
6.3 Gynzy has the right to contact the Trial Member during or after the Trial Period concerning the Trial Period and/or future use of the Services by the Trial Member.
7.1 All intellectual property rights, such as (but not limited to) existing and future (claims regarding) copyrights, neighboring rights, trademarks and trade names, domain names, patents, design rights and database rights to or in relation to the Services belong to Gynzy. For the avoidance of doubt: this does not include the data that the Client, its employees, its students or the Trial Member upload.
7.2 This Agreement and the performance thereof do not constitute any intellectual property rights of the Client or Trial Member, other than the aforementioned non-exclusive and non-transferable rights to use the Gynzy Software (the License).
7.3 In the event that Gynzy is not, on the basis of Article 7.1, the sole owner of the (existing and future) intellectual property rights as mentioned in Article 7.1, the Client or Trial Member hereby transfers such rights to Gynzy, which transfer Gynzy hereby accepts. In the event such transfer shall be deemed invalid or without legal effect, the Client or the Trial Member shall cooperate with Gynzy to establish and effectuate the transfer of the intellectual property rights to Gynzy. The Client or Trial Member is not entitled to any remuneration or compensation for the transfer mentioned in this Article 7. Gynzy shall bear all costs in relation to the transfer mentioned in this Article 7.
7.4 The Client is not allowed to make changes to, make public or publicly available, or copy any of the Services or Gynzy’s rights in relation thereto, other than in the normal use thereof by the Client, its employees or its students.
8.1 In the event that Gynzy is unable to perform the obligations under or in relation to the Agreement as a consequence of force majeure, the Client cannot claim any damages incurred as a result of such non-performance by Gynzy, nor suspend (in Dutch: “opschorten”) her obligations under the Agreement, nor dissolve (in Dutch: “ontbinden”) or nullify (in Dutch: “vernietigen”) the Agreement
8.2 Force majeure means any event or circumstance beyond the control of Gynzy, such as (but not limited to) war, strikes, pandemics, storm, floods, government measures, non-performance by third parties such as energy suppliers and suppliers of internet and cloud services and technical failures.
9.1 Gynzy is not liable for any damage incurred by the Client as a result of or in relation to the (non-) performance of the Agreement and the Services, unless such damage is a consequence of intent or willful recklessness (in Dutch: “opzet of bewuste roekeloosheid”) by Gynzy. This exoneration particularly (but not solely) applies to any damage to devices used to use the Licenses, damage caused by the devices that are provided by Gynzy to the Client, its students and its employees, and damage to data or software on the devices used to use the Licenses.
9.2 Notwithstanding Article 9.1, Gynzy’s liability to the Client is limited to an amount equivalent to the Fee that the Client paid to Gynzy in the twelve (12) calendar months prior to the event that constitutes the liability, with a maximum of EUR 10,000.00.
9.3 The Client indemnifies and holds harmless Gynzy against any and all claims by people or parties involved with the Client, such as (but not limited to) Client’s students and employees, that ultimately receive and use the Services or are otherwise involved.
10.1 Gynzy possibly processes personal data in the performance of the Services. The purposes of this processing is to fulfill the obligations under the Agreement, to offer and improve the Services, and to contact the Client or Trial Member. To the extent necessary, Client and Trial Member hereby revocably grants their permission to aforementioned processing of personal data.
10.2 All processing of personal data shall be in accordance with the data processing agreement between Gynzy and the Client.
11.1 Gynzy reserves the right to unilaterally make changes to these General Terms & Conditions. In the event of such changes Gynzy shall timely inform the Client or Trial Member. In the event the Client or Trial Member wishes not to accept such changes, the Client has the right to terminate the Agreement in accordance with Article 2 of these General Terms & Conditions and the Trial Member has the right to terminate the Trial Period.
11.2 Unless with prior written permission by Gynzy, the Client or Trial Member shall not (offer to) employ or contract personnel of Gynzy, solicit personnel of Gynzy, or encourage personnel of Gynzy to terminate their employment with Gynzy.
11.3 The Client or Trial Member cannot transfer their rights and obligations under the Agreement to a third party.
11.4 These General Terms & Conditions are drafted in multiple languages. Should this lead to any different possible interpretations, the interpretations of the Dutch version of these General Terms & Conditions prevail.
11.5 The Agreement and the legal relationship between the parties in relation to the Services is solely governed by the laws of the Netherlands.
11.6 All disputes arising out of or in relation to the Agreement and the Services shall be exclusively settled by the Rechtbank Oost-Brabant, location ’s-Hertogenbosch, The Netherlands.