XBV B.V. General Conditions
XBV B.V manages the sales and distribution of Plan-It Commander. Below you will find the general conditions for XBV B.V.
1. In reference to the XBV B.V. General Conditions (hereinafter: 'Conditions'), the following terms have been defined.
A. User(s): every natural person or legal entity with whom XBV B.V. (hereinafter: 'XBV') wishes to enter into a legal relationship;
B. Service(s): all services to be provided to users, by or on behalf of XBV, via the Internet or otherwise directly to the users;
C. Order(s): any request by a user to XBV to enter into an agreement with regard to the delivery of services;
D. Offer(s): every quotation, offer and/or statement by XBV to the user in respect to services and related subjects;
E. Parties: respectively Party: User(s) and/or XBV;
F. Agreement(s): any agreement and/or other legal relationship(s) between the parties with regard to the delivery of services, including any change or addition thereto, as well as all (legal) acts in execution of said Agreement(s);
G. Supplier(s): one or more suppliers, subcontractors and/or licensors of XBV with which XBV has one or more legal relationship(s);
H. Compensation: the compensation(s) owed by the user to XBV in consideration of the Agreement or as described in these Conditions;
I. Business day: one calendar day from 9 am to 5 pm in the Netherlands, excluding weekends Dutch public holidays.
2. The Conditions apply to all Offers, Orders and/or Agreements. These conditions can only be voided by the explicit written permission of XBV and with a written agreement between the Parties. XBV has the right to change these Conditions unilaterally; such an amendment shall have legal effect between the Parties fourteen (14) days after it has been communicated to the User in writing or by e-mail, or at a later date stated in said notice.
In the event of changes to the Conditions that (i) give XBV the right to increase the stipulated price within three (3) months after the conclusion of an Agreement or (ii) grant XBV the authority to deliver a Service that deviates substantially from the one promised, the User who is a consumer (being a natural person who does not act on behalf of a a business), and who does not accept the modified and/or additional condition, is entitled to terminate the relevant Agreement on condition that (s)he notifies XBV in writing within a period of thirty (30) days after the announcement. This paragraph does not apply to changes or additions to the Conditions as a result of changes in relevant legislation and/or regulations.
LENGTH & DURATION OF THE AGREEMENT
3. The Agreement shall come into force on the effective date agreed by the Parties and laid down in the Agreement. If that date is not explicitly stated, the agreement will become effective at the time that XBV provides to the User the possibility with which the User can access the services for the first time.
4. The Agreement is valid for a specific period of one year.
DELIVERY OF SERVICES
5. After establishing the Agreement, XBV B.V. will start with the delivery of the Services. With the establishing of the Agreement, User confirms (i) the correctness of the information contained therein as well as (ii) his correct performance of the Agreement. All by XBV B.V. mentioned and / or with XBV B.V. agreed schedules and deadlines have been described and planned to the best of our knowledge on the basis of the data and circumstances that, when the Agreement was entered into, was known to XBV B.V. XBV B.V. endeavors to comply with these schedules and deadlines as much as possible; the mere exceeding of aforementioned term or schedule is not an attributable shortcoming of XBV B.V. If there is a threat of exceeding it or already exists, the Parties will consult as soon as possible.
6. XBV will make every effort to carry out its services to the best of its knowledge and ability. With the exception of planned ‘down-time’ (maintenance and related) of the services, XBV’s services can be expected to be available twenty-four (24) hours per day for seven (7) days per week. However, XBV can not guarantee that the Services will be delivered without interruption and/or errors. Independent of the service’s actual availability, the obligation to pay the fee(s) remains the full responsibility of the User. All Services are provided on an 'as-is' basis (e.g., only if available, and without guarantees) and are accepted at the time of first delivery by XBV. The use by the User of the Services and the (direct and indirect) consequences are for the account and risk of the User. After the User has made his/her payments in full, XBV will provide the User access to the service for as long as XBV offers the services, with a minimum of one year after the first payment by the User.
PAYMENT & SUBSCRIPTION
7. The payments of User’s on a subscription plan will continue month-to-month until terminated. To use XBV’s service, you must have Internet access and a Plan-It Commander ready device and provide XBV with one or more Payment Methods. "Payment Method" means a current, valid, accepted method of payment, as may be updated from time to time, and which may include payment through your account with a third party. Unless you cancel your subscription before your monthly billing date, you authorize us to charge your next month's membership fee to your Payment Method (see "Cancellation" below).
8. We may offer a number of subscription plans, including special promotional plans or subscriptions offered by third parties in conjunction with the provision of their own products and services. Some subscription plans may have differing conditions and limitations, which will be disclosed at your sign-up or in other communications made available to you.
9. Your subscription may start with a free trial. The free trial period of your subscription lasts for three days, or as otherwise specified during sign-up and is intended to allow new users and certain former users to try the service.
10. Free trial eligibility is determined by XBV at its sole discretion and we may limit eligibility or duration to prevent free trial abuse. XBV reserve the right to revoke the free trial and put a user’s account on hold in the event that XBV determines that the user is not eligible. Members of households with an existing or recent Plan-It Commander subscription may not eligible. We may use information such as device ID, method of payment or an account email address used with an existing or recent subscription to determine eligibility. For combinations with other offers, restrictions may apply.
11. XBV will charge users’ Payment Method for the monthly subscription fee at the end of the free trial period unless the user cancels its subscription prior to the end of the free trial period.
BILLING & CANCELLATION
12. The subscription fee for the XBV service and any other charges that may incur in connection with the use of the service, such as taxes and possible transaction fees, will be charged on a monthly basis to the Payment Method on the calendar day corresponding to the commencement of the paying portion of the subscription. In some cases, the payment date may change, for example if the Payment Method has not successfully settled or if the subscription began on a day not contained in a given month. Visit our website and click on the "Billing details" link on the "Account" page to see your next payment date.
13. To use the XBV service, users must provide one or more Payment Methods. Users authorize us to charge any Payment Method associated to the account in case the primary Payment Method is declined or no longer available for payment of the subscription fee. Users remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and users do not cancel their account, XBV may suspend access to the service until the outstanding payments have been made. For some Payment Methods, the issuer may charge certain fees, such as foreign transaction fees or other fees relating to the processing of the Payment Method. Local tax charges may vary depending on the Payment Method used. User may check with their Payment Method service provider for details.
14. Users can cancel the subscription at any time. To the extent permitted by the applicable law, payments are non-refundable and XBV does not provide refunds or credits for any partial-month subscription periods or unplayed Plan-It Commander content. To cancel a subscription, an e-mail requesting the cancellation may be sent to email@example.com.
15. XBV may change the subscription plans and the price of the service from time to time; however, any price changes or changes to the subscription plans will apply no earlier than 30 days following notice to users .
16. The User is responsible for ensuring that the data provided by him/her to XBV is correct and not misleading in all respects. The User must promptly notify XBV of any changes to that data.
17. The User is solely responsible for the information provided by XBV, the use of the Services, and keeping access and the use thereof confidential. The User is obliged to use the Services within the limits of the provisions in the Agreement, the Terms and Conditions, as well as any applicable laws and regulations. The User is not permitted to rent, sell or otherwise make available data or (other) Services (in whole or in part) provided by XBV to third parties.
18. Any information the User receives from XBV with regard to commercial, strategic, and technical data or knowledge, and/or any other information related to XBV, will be kept strictly confidential by the User. The User shall not make any statements about this information nor share it with any third parties.The provisions of this article (12) may only be deviated from if: (i) the information was already generally known prior to the conclusion of the Agreement, or (ii) prior written consent of the relevant Party for such a specific deviation has been obtained, or (iii) such information must be made public in order to comply with a decision by a judicial authority to this effect, in which case the Party concerned shall inform the other Party in advance.
INTELLECTUAL PROPERTY RIGHTS
19. XBV and its Suppliers are the exclusive rights holder(s) on all parts of the Services, including the entirety of intellectual property rights and functionality therein. The User will not receive any rights thereto except as expressly described in these Terms and Conditions and/or the Agreement.
20. XBV indemnifies the User against claims based on the substantiated claim by a third party within the scope of this article (14) that the use of the Services within the framework of the Agreement infringes the copyrights applicable in the Netherlands. Within that framework, XBV would pay the damages that are imposed by judgment that has become res judicata (or because of an amicable settlement agreed upon by XBV), provided that the User immediately informs XBV in writing in a detailed manner. In such case, XBV shall take the lead in the defense and/or related settlement negotiations, and the User shall provide adequate cooperation and related proxies to XBV.
In the event of the aforementioned claims by third parties, XBV will, if necessary, replace or change the Services or any part thereof, or dissolve the Agreement in whole or in part, in which case XBV will reimburse the fee(s) already paid by the User for services that have not yet been performed on a pro rata basis. XBV is not responsible for any extrajudicial settlement that it has not approved in writing (which approval will reasonably be given). In the event of such claims by third parties, XBV, at its own discretion, has the right to adjust or replace all or part of the Services or to terminate the relevant Agreement for reimbursement of the fee(s) for the term in which XBV previously provided a Service. If the User establishes a breach by a third party of the intellectual property rights by a third party, s(he) must notify XBV in writing within three (3) working days after discovery.
21. The total liability of XBV related to Services and/or any agreement(s) in this respect between Parties is exhaustively described in the provisions of Articles 21, 22, and 23; outside the cases referred to in these articles, XBV holds no liability for damages in any form whatsoever, regardless of the nature of the claim(s) in question. The User's right to compensation only arises if the User has made written notice to XBV within thirty (30) days, or immediately after the User could reasonably discover the occurrence thereof.
22. XBV is never liable for any indirect damage of the User or third parties, including but not limited to consequential damage, immaterial damage, or trading loss. The possible total liability of XBV towards the User, for whatever reason, is at all times limited to the amount that the User - by virtue of (the relevant part of) the relevant agreement for the period of twelve (12) months prior to the event causing the damage, in which a coherent series of events counts as one event, and invoiced by User to XBV - is met with a maximum (total) amount to be paid out of EUR 500 (in words: five hundred euros).
23. XBV is not liable for the full or the partial non-fulfillment of any obligation of, and/or on behalf of, XBV by virtue of a Quotation, Order, or Agreement if the relevant non-fulfillment is not due to (or the result of) XBV’s fault, nor by virtue of law, legal act and/or generally accepted (expected or unforeseen) circumstances in which XBV can not be attributed in any other way. Such a situation also includes any non-attributable shortcoming of the Supplier(s).
PROTECTION PERSONAL DATA
26. Referring to XBV’s delivery of Services from one or more Suppliers, the terms and conditions of such Supplier shall apply, with the exception of provisions which deviate from these Conditions and/or Agreements. The User accepts the terms and conditions of these Suppliers, whose conditions are available for inspection at XBV and can be sent to the User at the User’s request, except to the extent that the conditions are not already available to the User in any other way. If and insofar as the aforementioned conditions of that Supplier are deemed or declared to be inapplicable to the relationship between the Parties for whatever reason, the provisions in these Terms and Conditions shall apply, with the exception of the two preceding sentences.
27. Any claim arising from the Agreement(s) is fully due and payable, without further notice and without prior judicial intervention, if (i) the other Party files for bankruptcy or suspension of payments, or is in a state of which bankruptcy has been declared, or (ii) the other Party is a legal entity which has dissolved. In the aforementioned cases, XBV, with its rights mentioned in these Terms and Conditions, is authorized to terminate the Agreement with immediate effect.
28. If one or more provisions of these Terms and Conditions are null and void or will be nullified, the other provisions of these Terms and Conditions will remain in full force and the Parties will consult in order to agree on new provisions to replace the null and void or nullified provision(s), whereby the purpose as well as the nature and scope of that provision(s) is taken into account as much as possible.
29. The User is not permitted to transfer this Agreement and/or any of its rights or obligations in this respect without the explicit prior written permission of XBV. XBV may, at any time, transfer the rights and/or obligations under this Agreement or outsource them as subcontractors.
30. Only Dutch law applies to the Terms and Conditions, Offers, Orders, and Agreements. All disputes arising from these Terms and Conditions, related agreements, and/or the execution thereof and/or related thereto, will be submitted exclusively to the competent court in Amsterdam, unless the claimant or requesting Party chooses the competent court of the User's place of residence or place of business, and unless the Parties still agree on mediation, binding advice, or arbitration for the relevant case.