This website may include links to external websites. When you follow such links the external website may appear as a full screen (in which case you will need to use the back button on your browser to return to this website) or in some cases it may appear within the frame of this website (in which case you will be able to return to this website by using the navigation buttons within the frame). Where an external website appears within the frame of this website, this is purely for ease of navigation back to this website and does not indicate any responsibility on our part for the external website concerned. These links are provided in order to help you find relevant websites, services and/or products which may be of interest to you quickly and easily. It is your responsibility to decide whether any services and/or products available through any of these websites are suitable for your purposes. SOwhAt! is not responsible for the owners or operators of these websites or for any goods or services they supply or for the content of their websites and does not give or enter into any conditions, warranties or other terms or representations in relation to any of these or accept any liability in relation to any of these (including any liability arising out of any claim that the content of any external website to which this website includes a link infringes the intellectual property rights of any third party).
All information or advice provided as part of this website is intended to be general in nature and you should not rely on it in connection with the making of any decision. SOwhAt! tries to ensure that all information provided as part of this website is correct at the time of inclusion on the website but does not guarantee the accuracy of such information. SOwhAt! is not liable for any action you may take as a result of relying on such information or advice or for any loss or damage suffered by you as a result of you taking this action.
Should any part of this site offer you the opportunity to join in or read from a blog, please be aware that communications posted on the blog represent the views of the individual who posted such communication and are not to be taken as the views of SOwhAt!. SOwhAt! accepts no responsibility or liability for anything posted in the blog by any user of the blog and you must not use the blog to post, upload, or otherwise transmit information or pictures that are defamatory, a breach of privacy or otherwise unlawful. The content of the webpages of SOwhAt!, the logo, and arms are copyrighted. Nothing on this website and webpages may be reproduced, stored in a retrieval system or transmitted in any form or means, electronic, mechanical, photocopying, recording or otherwise. This is possible only with the prior written consent of SOwhAt!. Any access to the intellectual properties or confidential information of SOwhAt! relating to game (/product) properties conceptualized or developed by SOwhAt! may not be (publicly) disclosed. This covers the following items: a. Trade secrets of confidential information relating to project or game properties or any other intellectual property, including but not limited to: rules, text, maps, plots, titles, designs, art, manuscripts, trademarks, test data, marketing data, business plans, business strategies, employees, negotiations, contracts, computer systems, patents, copyright, trademark applications, and patent registrations or application (including the status of their prosecution); and 2. b. Any other confidential information relating to any of SOwhAt!’s clients, contractors, playtesters, customers, consultants, licensees, affiliates or agents. All of the foregoing information is proprietary to SOwhAt! and that such information is a valuable and unique asset of SOwhAt! and disclosure of any such information to third parties would cause substantial detriment to SOwhAt! ongoing business.
The entrance and use of this website and these General Terms and Conditions are solely governed by Dutch law. Any dispute from the entrance or use of the websites of SOwhAt! and/or the use of information derived from these websites shall exclusively be submitted to and finally be resolved by the competent court in the Netherlands, with exclusion of any kind of other court in any other country
Your personal data is controlled ultimately by Yongbloed V.o.F., a company registered in The Netherlands with registered number 56090439 whose registered office is at Sphinxcour 9a 6211XZ Maastricht, The Netherlands.
SPECIAL NOTICE – IF YOU ARE UNDER THE AGE OF 12?
Our website and Game is not aimed at children under 11 years old and we will not collect, use, provide or process in any other form any personal information of children under the age of 11 deliberately. We therefore also ask you, if you are under 11 years old, please do not send us your personal information (for example, your name, address and email address). If you are under 11 years old and you nevertheless wish to ask a question or use this website and game in anyway which requires you to submit your personal information please get your parent or guardian to do so on your behalf.
PURPOSE OF THE COLLECTION OF YOUR DATA
We may automatically collect non-personal information about you such as the type of internet browsers you use or the website from which you linked to our website. We may also aggregate details which you have submitted to the site (for example, your age and the town where you live). You cannot be identified from this information and it is only used to assist us in providing an effective service on this web site. We may from time to time supply third parties with this non-personal or aggregated data for uses in connection with this website.
INTERACTION BETWEEN YOU AND US
KEEPING OUR RECORDS ACCURATE
We aim to keep our information about you as accurate as possible. If you would like to review, change or delete the details you have supplied us with, please contact us as set out below.
SECURITY OF YOUR PERSONAL DATA
CHANGES TO THIS POLICY
You have the right to ask us not to process your personal data for marketing purposes. You can exercise your right to prevent processing for marketing purposes at any time by contacting us at firstname.lastname@example.org
The Data Protect Act 1998 (Act) gives you the right to access information held about you. Your right of access can be exercised in accordance with the Act. Any access request may be subject to a fee to meet our costs in providing you with details of the information we hold about you.
HOW CAN YOU CONTACT US
If you want to know more or contact us for other reasons, please contact SOwhAt! via email@example.com) or write to us at the following address:
6211 XZ Maastricht (Limburg)
General Terms and Conditions of Supply
Article 1: Definitions, applicability of General Terms and Conditions, general provisions
1.1 These General Terms and Conditions apply the following definitions:
1.1.1. Third parties: All parties other than SOwhAt! or the Client.
1.1.2. Services: All possible work that SOwhAt! carries out that is commissioned by the
Client in the particular field of (online), digital or non-digital entertainment and infotainment, game development and animation, for use (or broadcasting) via a computer, television, (mobile) telephone or the internet, etc., and all of these in the broadest sense of the word, including, but not restricted to, programming, advising, designing/having designed, producing, managing, delivering/arranging workshops and courses, and all these (types of) work in the broadest sense of the word;
1.1.3. Goods: All (parts) of hardware, software and/or video and visual material, all in the broadest sense of the word, which SOwhAt! supplies the Client with pursuant to the Agreement, as well as all (proprietary) rights to these and/or to the Services;
1.1.4. Client: The party with which SOwhAt! has concluded an Agreement or to which party
SOwhAt! is submitting a quotation in respect of the delivery of Goods and/or Services by
SOwhAt! to this party;
1.1.5. Agreement: The agreement between SOwhAt! and the Client pursuant to which
Agreement SOwhAt! delivers Goods and/or Services to the Client;
1.1.6. Parties: SOwhAt! and the Client;
1.1.7. SOwhAt!: The private limited liability company Yongbloed V.o.F. and its subsidiaries and affiliated companies;
1.2. These Terms and Conditions shall apply to each quotation made by SOwhAt! and each Agreement. Changes/additions to the Terms and Conditions shall only apply if these have been agreed by SOwhAt! with the Client in writing.
1.3. All of the Client’s general terms and conditions (in the broadest sense of the word) are expressly excluded. By accepting one of SOwhAt! quotations and/or concluding an Agreement with SOwhAt!, the Client thereby expressly agrees that none of the Client’s general terms and conditions shall apply to this quotation and/or this Agreement.
1.4. In the event that any provision of these Terms and Conditions is invalid or is rendered invalid, the remaining provisions of the Terms and Conditions shall remain in full force. The parties shall then enter into consultation with regard to the invalid/invalidated provision, whereby the objective and purpose of this invalid/invalidated provision shall be taken into account.
1.5. SOwhAt! reserves the right to alter these Terms and Conditions with immediate effect by providing the Client with written/electronic notification. The key provisions of the Agreement that have meanwhile been agreed, such as the nature, content, scale and price of the Parties’ work shall then remain in full force.
1.6. In the event that, when SOwhAt! is delivering Goods or Services to the Client, (parts of) goods and/or services are involved that Third parties have supplied to SOwhAt! and to which latter delivery of (parts of) goods and services the general terms and conditions of those third parties apply, the provisions of the general terms and conditions of those Third parties shall also apply for the delivery of the Goods and Services by SOwhAt! to the Client, if and insofar as those general terms and conditions are not contradictory to these Terms and Conditions, in which in the latter case the applicable provisions of these Terms and Conditions prevail.
Article 2: Offer, formation of Agreement, extension of Agreement
2.1 Each quotation made by and/or on behalf of SOwhAt!, in whatever form, shall be without
obligation and is not binding upon SOwhAt!, unless expressly agreed otherwise and in writing by SOwhAt!, and may be withdrawn by SOwhAt! and amended, even once it has been accepted by the Client.
2.2 Any amendment/addition, however small or minor, made by the Client to a quotation made by of on behalf of SOwhAt!, shall constitute a rejection of this quotation by the Client, to which quotation SOwhAt! is no longer bound on account of the rejection by the Client.
2.3 An Agreement only becomes effective by means of written/electronic acceptance and/or confirmation of the order by SOwhAt!.
2.4 Additions/changes to the agreements made by the Parties shall only be effective following the express written/electronic acceptance of this by SOwhAt!.
Article 3: Prices, payment, statutory interest, compensation
3.1 All prices and rates that apply to a quotation made by or on behalf of SOwhAt! and to an Agreement are given in euros, unless otherwise stated in writing/electronically.
3.2 Unless expressly stated otherwise in writing or electronically by SOwhAt! in the quotation made either by or on behalf of SOwhAt! and/or agreed by SOwhAt! with the Client, all prices and rates given shall be exclusive of sales tax (VAT), other government taxes, transport costs, administration costs, shipping costs, travel times, travel costs and accommodation expenses.
3.3 SOwhAt! will ask the Client to pay any increase in government taxes that occurs in the meantime (during the term of the Agreement between SOwhAt! and the Client).
3.4 The Client will pay all of SOwhAt!’s invoices within the times of payment stated or within the payment time stated on the invoice if this latter payment time differs from the payment time stated in the Agreement. If no payment time has been stated in the Agreement between SOwhAt! and the Client or on the invoice itself, a payment time of ten business days shall apply.
3.5 The Client shall at no point in time and in no way whatsoever be entitled to any compensation, discount or adjustment with regard to SOwhAt!’s invoices.
3.6 In the event that the Client does not pay an amount that is due to SOwhAt! within the applicable time of payment by virtue of an invoice, the Client shall be due default interest of one and a half percent per calendar month over the outstanding amount (whereby part of a month will be counted as an entire calendar month) without any further notice of default being required. If this invoice has not been paid once a period of ten businessdays has elapsed following the date on which the time of payment has elapsed, the Client must pay SOwhAt!’s non-legal and – if applicable – legal collection costs relating to recovery of the outstanding amount. SOwhAt!’s non-legal collection costs amount to at least fifteen percent of the outstanding amount.
3.7 SOwhAt! has a retention right to all Goods supplied by SOwhAt! to the Client which, in the case at hand, are held by SOwhAt!, until such time as the Client has complied with all of its obligations relating to SOwhAt! under the Agreement and these Terms and Conditions.
3.8 SOwhAt! shall be entitled at all times to require a guarantee from the Client with regards to timely and complete payment on delivery of Goods and Services.
Article 4: Delivery times, delivery
4.1 Each delivery date specified by/on behalf of SOwhAt!in a quotation or in an Agreement relating to Goods and/or Services shall be complied with as much as is possible, but is not expressly intended as a deadline, unless explicitly agreed otherwise in writing/digital format by SOwhAt!. If a delivery time is exceeded by SOwhAt!, SOwhAt! shall not be in default. SOwhAt! shall only be in default following written/digital notice of default from the Client, whereby SOwhAt! is granted a reasonable period in which to fulfil its obligations and SOwhAt! fails to comply within this given period.
4.2 Delivery of Goods by SOwhAt! to the Client shall take place in SOwhAt! offices, unless explicitly agreed otherwise in writing/digital format by SOwhAt!. The date and time of delivery of Goods by SOwhAt! to the Client shall be the date and time of delivery at SOwhAt! offices/warehouse, unless explicitly agreed otherwise beforehand.
4.3 In the event that Parties have agreed on an (acceptance) test relating to the supply of Goods and/or Services, then the end of the day/period of the (acceptance) test shall apply as the date and time of delivery, unless expressly agreed otherwise in writing/digital format by SOwhAt!, whereby acceptance on the part of the Client may not be withheld on grounds other than grounds that are directly related to those which the Parties expressly agreed on in writing/digital format, and not upon grounds related to minor faults in the Goods and/or Services. During the period of the (acceptance) test, the Client shall not be permitted to use (in the broadest sense of the word) the Goods and/or Services, unless expressly agreed otherwise in writing beforehand.
4.4 In the event that Parties have agreed to a (acceptance) test with regard to the supply of Goods and/or Services as referred to in article 4, paragraph 3, and during the period of the (acceptance) test, the Goods and/or Services are found to be faulty, (not those minor faults as referred to in article 4, paragraph 3), the period of the (acceptance) test – and with it the period up until the date/time of delivery as referred to in article 4, paragraph 3 – shall be extended by an amount of time that is necessary in order to rectify the faults, unless the origin/existence of the faults, whatever may be the reason, is at the expense and risk of the Client.
4.5 Delivery of Services by SOwhAt! to the Client will take place at SOwhAt! offices and/or at the Client’s offices, unless expressly agreed otherwise in writing beforehand. The date and time of delivery of Services by SOwhAt! to the Client shall be the date and time at which the business undertaken by SOwhAt! in the Agreement with the Client is complete.
Article 5: Ownership, risk
5.1 All Goods supplied by SOwhAt! to the Client shall remain the sole property of SOwhAt! until such time as all contractual and/or legal obligations of the Client, in relation to SOwhAt! that are related to/arise from delivery, have been met by the Client. Such obligations of the Client shall include the obligation of the Client to make payment for all amounts agreed in writing/digital format with SOwhAt!, if applicable, including interest and costs as referred to in article 3, paragraph 8.
5.2 In the event that the Client does not meet its obligations to SOwhAt! to pay, to pay on time or to pay completely, SOwhAt! shall be entitled, following written/digital notice of default and after notifying the Client, to gain entry to the premises where the goods are held and to repossess the supplied Goods.
5.3 In the event that new Goods have formed/arisen from Goods supplied by SOwhAt!, these new Goods shall be regarded as having been formed/arisen on behalf of SOwhAt!. The Client may only take possession of the new Goods once the Client has met all of its payment obligations in relation to SOwhAt!.
5.4 In the event that the Agreement between SOwhAt! and the Client should end prematurely (for whatever reason) as referred to in article 14, the Goods delivered by SOwhAt! to the Client will (once again) become property of SOwhAt!. In this eventuality, the Client is to cooperate fully in the transfer of property to SOwhAt! as is necessary in this eventuality.
5.5 The risk (in the broadest sense of the word) associated with Services and Goods supplied by SOwhAt! to the Client will pass to the Client on the date and time of delivery of the Services and Goods as referred to in article 4, or on the earliest date and time on/at which the Client becomes the (actual) owner of the Goods.
Article 6: Intellectual and industrial property rights
6.1 All intellectual and industrial property rights by virtue of the Agreement between SOwhAt! and the Client as a result of Goods and Services developed by/on behalf of SOwhAt! (all in the broadest sense of the word, which shall be understood to include – but not be limited to – software, source codes, designs, analyses, written/digital documentation, databases, reports, manuals, models and techniques) rest exclusively with SOwhAt!, its licensors and/or the relevant producer/manufacturer, unless expressly agreed otherwise in writing beforehand. The Client shall solely receive a non-exclusive and non-transferable/non-lettable (all in the broadest sense of the word) right to make use of the Goods as referred to in this paragraph of this article as well as the abilities granted to the Client in the Agreement or by means of these Conditions, unless expressly agreed otherwise in writing beforehand.
6.2 The Client shall not be permitted to change and/or remove any details with regard to the copyright, brands, trademarks or other intellectual and industrial property rights of the Goods supplied by SOwhAt!, unless expressly agreed otherwise in writing beforehand. The client shall refrain from infringing the intellectual and industrial property rights of the Goods belonging to SOwhAt!, its licensors and/or the producer/manufacturer concerned.
6.3 The Client shall not be permitted in any way to change (or have changes made), replicate or copy (or have copies made) the Goods supplied by SOwhAt! (all in the broadest sense of the word, which shall be understood to include – but not be limited to – software, source codes, designs, analyses, written/digital documentation, databases, reports, manuals, models and techniques), unless expressly agreed otherwise in writing beforehand.
6.4 SOwhAt! has the right to take or have technical measures taken to safeguard the Goods (particularly, but not limited to software)
Article 7: Guarantee
7.1 In accordance with the stipulations in these Conditions, SOwhAt! guarantees the quality, the promised characteristics and the related correct functioning of the Goods and Services for a period of ninety days from the date and time of delivery of the Goods and Services as referred to in article 4, unless expressly agreed otherwise by SOwhAt! in writing/digital format.
7.2 SOwhAt! shall – at its own discretion – either mend/repair (at a location specified by SOwhAt!) faults in and/or defects of the Goods and Services supplied by SOwhAt! to the Client that are covered by the terms of the guarantee as referred to in article 7, paragraph 1, or replace these goods with a new delivery, if and in so far as the supplied Goods and Services cannot serve their purpose for the Client for which the Goods and services were supplied by SOwhAt! because of faults and/or defects.
7.3 All possible guarantee entitlements of the Client in relation to SOwhAt! under this article shall become invalid with immediate effect, in the event that:
7.3.1 the Client himself makes changes (in the broadest sense of the word) to the supplied Goods
7.3.2 the Client has not used the supplied Goods and Services (entirely) for the purpose for which the Goods and Services were supplied by SOwhAt! and/or have not been used (entirely) according to the instructions/manual provided by SOwhAt!, its licensors and/or the producer/manufacturer concerned
7.3.3 the Client has defaulted in compliance with any obligations with regard to SOwhAt! by virtue of the Agreement between SOwhAt! and the Client
7.4 In the event that SOwhAt! replaces (components of) Goods under the guarantee referred to in this article, the replaced (components of the) Goods will (again) remain/become property of SOwhAt!.
7.5 The requirements met by SOwhAt! under the guarantee referred to in this article shall constitute as the only and full compensation (obligation) for any damage on the part of SOwhAt! in relation to the Client.
Article 8: Complaints
8.1 Without prejudice to the provisions of article 7, SOwhAt! shall only be obliged to handle complaints with regard to Goods and Services supplied to the Client by SOwhAt!, as well as submitted invoices if these SOwhAt! receives these complaints from the Client in writing/digital format within eight days following the date and time of delivery or submission respectively, including a detailed statement of the cause for complaint. With regards to hidden faults, the same shall apply, provided that the eight-day period begins on the date and time at which the Client discovered the hidden fault or could have discovered it.
8.2 In the event that the Client does not file a complaint in the manner referred to in article 8, paragraph 1, he/she shall lose the right to complain with regards to the Goods and Services supplied and the invoices submitted by SOwhAt!.
8.3 Complaints made by the Client as referred to in article 8, paragraph 1 shall not release the Client at any time from its obligations to effect payment to SOwhAt!.
Article 9: Liability, indemnification
9.1 Any liability of SOwhAt! due to an attributable failure to fulfil any obligation to the Client with regard to the provision of Goods and Services is (exclusively) limited to compensation for direct loss (exclusively) of the Client and up to a maximum of half of the amount due and paid (on the basis of that provision by the Client to SOwhAt! within the year in which the failure occurred) (excluding VAT), all this on the condition that the Client must have informed SOwhAt! in writing of that direct loss within a period of three months after the date on which SOwhAt!’s attributable failure occurred, after the expiry of which three-month period any liability of SOwhAt! for any loss whatsoever (in the broadest sense of the word) is further excluded. Any liability of SOwhAt! for any loss whatsoever (in the broadest sense of the word) as a result of an attributable failure by SOwhAt! occurring after a period of one year after the date on which the order has been finished/completed by SOwhAt!, is also excluded.
9.2 In any event any liability of SOwhAt! for a direct loss of the Client as meant in paragraph 1 of Article 9 is limited to a maximum amount of five hundred thousand euros per event with a maximum of one million euros per calendar year.
9.3 Any liability of SOwhAt! for any (direct or indirect) loss of the Client as a result of disruptions of the access (whether or not of Third Parties) to servers, (mobile) telecommunication equipment, the internet (in the broadest sense of the word), accounts and e-mail addresses and/or as a result of a fault in the security of stored details/information/data (everything in the broadest sense of the word) of the Client and/or of Third Parties, and/or as a result of actions or omissions by Third Parties with regard to Goods and Services provided by SOwhAt! to the Client, is excluded.
9.4 Any liability of SOwhAt! for any indirect loss of the Client including – but not limited to – consequential loss (whether or not suffered by or at Third Parties), lost turnover, lost profits, damage to reputation, missed savings, loss of data and loss due to business stagnation and non-deployed work force, is excluded.
9.5 Any liability of SOwhAt! for any (direct and/or indirect) loss (in the broadest sense of the word) of the Client as a result of the use (in the broadest sense of the word) by the Client of Goods and Services provided by SOwhAt! to the Client in combination with Goods and Services not provided by SOwhAt! to the Client, unless that combined use has been explicitly agreed in writing/digitally by SOwhAt! prior to that combined use, is excluded.
9.6 Unless the performance by SOwhAt! is permanently impossible, SOwhAt! will only become liable (exclusively) for direct loss of the Client due to an attributable failure to fulfil any obligation if the Client sends a notice of default in writing to SOwhAt! within three months after the date on which the attributable failure of SOwhAt! occurred, allowing the Client a reasonable period to remedy the failure, and if SOwhAt! also remains attributable in default of fulfilling that obligation with regard to the Client after that reasonable period.
9.7 The Client shall indemnify SOwhAt! against all claims by Third Parties due to (loss as a result of) the lawful or unlawful use (in the broadest sense of the word) by the Client and/or (those) Third Parties of Goods and Services provided by SOwhAt! to the Client, within the Netherlands as well as abroad.
9.8 The Client shall indemnify SOwhAt! against all claims by Third Parties due to (loss as a result of) the provision by SOwhAt! to the Client of the Goods and Services, in the Netherlands as well as abroad.
9.9 SOwhAt!’s liability exclusions as meant in this Article will lapse in the event of intention or conscious recklessness on the part of SOwhAt!’s management.
Article 10: Force majeure
10.1 No Party is obliged to comply with any obligation in case of impediment due to force majeure. Force majeure is defined as including any failure on the part of suppliers from SOwhAt!.
Article 11: Implementation, changes to operations/Agreement
11.1 SOwhAt!s shall carry out its operations under the Agreement to the best of its perception, efforts and ability.
11.2 SOwhAt! shall carry out its operations under the Agreement during working hours, unless expressly agreed otherwise in writing/digital format by SOwhAt!.
11.3 The Client shall provide SOwhAt! within the context of the Agreement with all the necessary details and information and shall lend its full cooperation, all in the broadest sense of the word, which shall be understood to include – but is not limited to – making staff from the Client available and the providing SOwhAt!/Third Parties with access to facilities, the details, information and cooperation that is necessary/important/may be needed by SOwhAt! in carrying out its operations.
11.4 SOwhAt! shall be permitted to replace staff affected by the operations being carried out under the Agreement with other staff if SOwhAt! considers it necessary.
11.5 SOwhAt!shall be permitted to make use of the services provided by Third Parties in carrying out its operations under the Agreement.
11.6 In the event that SOwhAt! carries out other operations/provides other Goods and/or Services with at the request of or as previously agreed with the Client that are not included in the content or scope of the (original) Agreement between SOwhAt! and the Client, the Client shall reimburse SOwhAt! for these operations/Goods and/or Services according to the applicable tariffs/prices of SOwhAt!.
11.7 The Client bears sole responsibility for the correct usage and the correct utilisation of the Goods and Services supplied to the Client by SOwhAt!.
11.8 The Client shall be obliged to observe all instructions and advice (all in the broadest sense of the word) from SOwhAt! with relation to the supply of Goods and Services and the use of those Goods and Services, as well as all applicable legal terms and regulations with regard to that usage.
Article 12: Circumstances resulting in increased costs, settlement of supplementary work
12.1 In the event that circumstances resulting in increased costs arise, SOwhAt! shall inform the Client of this as soon as possible. In the event that these circumstances of increased costs cannot be attributed to SOwhAt!, these shall be settled in the manner of making adjustments for supplementary work as referred to in this article.
12.2 SOwhAt! shall be permitted without prior agreement from the Client to carry out supplementary work or have this carried out and to charge the Client for the costs in connection with this in the event that these costs do not amount to more than fifteen per cent of the amount originally agreed on by the Parties involved. SOwhAt! shall inform the Client of this in writing/digital format.
12.3 In the event that the costs involved amount to more than fifteen per cent of the amount originally agreed, SOwhAt! shall inform the Client of this in writing/digital format as soon as possible and, if the Client so wishes, the Parties will meet prior to supplementary work being carried out to discuss the measures and steps to take.
12.4 The Client shall be considered to have agreed to supplementary work being carried out if SOwhAt! informed the Client on time about the supplementary work being carried out as referred to in article 12, paragraph 3 and the Client failed to provide a relevant response, after which SOwhAt! has proceeded to carry out the supplementary work.
Article 13: Confidentiality
13.1 Parties shall reciprocally observe absolute confidentiality in respect of all details and information (all in the broadest sense of the word) concerning Parties, with which Parties within the context of the Agreement are known/made known and from which the confidential character of the Party is known/required. If this regulation is breached by (one of) the Parties, the one Party in respect of the other Party will incur a penalty of an immediately payable fine of fifty thousand euros, notwithstanding the obligation of one party to reimburse the other party of the actual losses incurred, in addition to payment of the fine.
Article 14: (Premature) Termination of Agreement, consequences
14.1 Either of the Parties may prematurely terminate/dissolve the Agreement with immediate effect, without notice, in writing, in the event that:
14.1.1 suspension of payment or insolvency is applied for by (one of) the Parties
14.1.2 (one of the) Parties is dissolved or goes into liquidation
14.2 SOwhAt! may prematurely terminate/dissolve the Agreement with immediate effect, without prior notice in writing/digital format if the Client, following notice of default by SOwhAt! and the subsequent expiry of the compliance deadline stated in the notice of default, is in default in compliance of any contractual and/or legal obligations relating to SOwhAt!.
14.3 SOwhAt! may prematurely terminate/dissolve the Agreement while observing a notice period of one calendar month with effect from the end of a calendar month by providing notification in writing/digital format in the event that, by virtue of the position/disposition of the Client (or by Third Parties brought in by the Client) it is unreasonable for SOwhAt! to expect the Agreement to continue.
14.4 Either of the Parties may prematurely terminate/dissolve the Agreement while observing a notice period of one calendar month with effect from the end of a calendar month by providing notification in writing/digital format, in the event that:
14.4.1 during a period of longer than thirty days, a situation of force majeure persists as referred to in article 10, and it is not reasonable to assume that the situation of force majeure will end within thirty days;
14.4.2 the parties cannot reach an agreement regarding measures and steps to be taken concerning supplementary work as referred to in article 12, paragraph 3.
14.5 Any Agreement with a term of longer than one year may only be prematurely terminated/dissolved in writing/digital format by Parties with effect from the end of a calendar month subject to the notice period of three months, and only if the Client has reimbursed SOwhAt! for all costs already incurred (due to the supply of Goods and/or Services), those costs that are connected to the entire term as was originally intended, except where defined otherwise in this article and except for where defined otherwise in the Agreement.
14.6 In the event that article 14, paragraph 2 is applicable, termination/dissolution of the Agreement shall not affect the obligation of the Client to immediately pay all amounts connected with the deliveries of Goods and Services to the Client by SOwhAt! up to and including the date of termination/dissolution of the Agreement, as well as to reimburse SOwhAt! for all losses (in the broadest sense of the word) incurred and interest, all in connection with the termination/dissolution of the Agreement by SOwhAt!.
14.7 In the event that this article is applicable, all Parties shall remain obliged to comply fully with all (mutual) obligations which, due to their nature, rest with the Parties after termination/dissolution of the Agreement.
14.8 In the event of termination/dissolution of the Agreement by SOwhAt! as referred to in this article, SOwhAt! shall not be obliged in any way to pay any compensation (for damages) to the Client.
Article 15: Use of the company name, publicity
15.1 The Client, in the course of making public and/or using (all in the broadest sense of the word) the Goods and/or Services supplied by SOwhAt!, and with it the name of SOwhAt! and other logos/statements relating to the ownership rights of SOwhAt! of the Goods and/or Services, shall operate in the manner specified by SOwhAt!, unless expressly agreed otherwise beforehand.
Article 16: Miscellaneous
16.1 During the term of the Agreement as well as during a one-year period after its expiry, Parties shall refrain from employing staff belonging the other party or, to directly or indirectly have these staff carry out work for them or to pursue this, without the prior agreement of the other party. In the event that this regulation is breached by (one of the) Parties, the one Party in respect of the other Party shall incur a penalty of an immediately payable fine of fifty thousand euros.
16.2 The Client shall not be permitted to transfer rights and/or obligations to Third Parties under the Agreement and/or the Conditions in relation to SOwhAt!, unless with express prior agreement in writing/digital format by SOwhAt!.
16.3 The Client shall not be permitted to hire out, transfer and/or pledge the Goods supplied to the Client by SOwhAt! to Third Parties, without prior express agreement in writing/digital format by SOwhAt!.
16.4 In the event that SOwhAt! does not exercise any right and/or does not have recourse to a remedy under the Agreement and/or the Conditions, this shall not constitute a waiver of that right or legal remedy.
16.5 The Client shall comply with all applicable laws, regulations and stipulations in relation to (re-) import and export of the Goods, which shall be understood to include – but is not limited to – those of the EU, Dutch and American authorities.
16.6 SOwhAt! is permitted to use the name of the Client and/or the nature/purpose of the Agreement and/or the nature of the Goods and/or Services supplied under the Agreement for promotional purposes (in the broadest sense of the word).
Article 17: Applicable law, authorised judge
17.1 Dutch law is exclusively applicable to each quotation and each Agreement and all disputes in connection with these.
17.2 Any disputes between the Parties shall, at the discretion of SOwhAt!, be brought before either the Netherlands Arbitration Institute in Rotterdam or the District Court of ‘s-Hertogenbosch.