Terms and Conditions
CentreBlock
These Terms and Conditions are intended for use with CentreBlock’s SaaS, portal, dashboard, analytics, implementation, support, and related services. They are drafted to reflect the operating model discussed: verbal go-ahead may start the engagement, users accept the EULA at account activation/password creation, and payment behavior confirms the broader contractual framework.
1. Applicability
1.1 These general terms and conditions apply to CentreBlock BV (“CentreBlock”). Customer refers to the contractual counterparty of CentreBlock.
1.2 These terms apply to all obligations and legal relationships, however named, between CentreBlock and Customer (hereinafter: the “Agreement”) under which CentreBlock delivers, licenses, hosts, maintains, supports, rents, and/or otherwise makes available products, software, dashboards, reports, integrations, and/or online services (hereinafter jointly: the “Services”) to Customer, from the moment Customer requests a quote from CentreBlock, CentreBlock makes an offer, or Customer requests CentreBlock to commence work or provide access.
1.3 These terms always take precedence over any conflicting terms or conditions of Customer or third parties, unless expressly accepted in writing by CentreBlock. Customer may not rely on deviating terms, customs, or practices.
1.4 If any provision of these terms is void, invalid, unenforceable, or annulled, the remaining provisions shall remain in full force and effect. CentreBlock and Customer shall consult in good faith to replace the affected provision with a valid provision that reflects the original purpose and intent as closely as possible.
1.5 These terms also apply to all follow-up work, renewals, amendments, additional orders, support, professional services, and user expansions arising from or related to the Agreement.
2. Offer and Acceptance
2.1 All offers are without obligation, unless expressly stated otherwise in writing by CentreBlock.
2.2 An Agreement may be concluded by verbal acceptance by Customer, by commencement of the Services by CentreBlock at Customer’s request, by Customer’s or its authorized users’ actual use of the Services, by acceptance of the applicable End User License Agreement (EULA) during account activation or password creation, and/or by payment of an invoice from CentreBlock, all as further set out in these terms.
2.3 If an offer, quotation, or proposal is based on information provided by Customer and that information proves to be incorrect or incomplete, or later changes, CentreBlock has the right to adjust the stated prices, rates, timelines, scope, and/or delivery dates accordingly.
2.4 CentreBlock cannot be held to quotations or offers if Customer could reasonably understand that such quotation or offer, or part thereof, contains an obvious error, clerical mistake, or manifest omission.
2.5 CentreBlock is entitled to charge Customer for costs reasonably incurred in preparing a quotation, proposal, discovery, or scoping exercise, if agreed in advance.
2.6 Offers or quotations do not automatically apply to future Agreements or orders.
2.7 CentreBlock is only bound by oral agreements, additions, changes, or other deviations from these terms after confirmation by CentreBlock or where such deviation clearly follows from CentreBlock’s actual performance.
2.8 Where CentreBlock provides access to its portal, dashboard, software environment, or related Services through named user accounts, each user must accept the applicable EULA when creating or activating a password. Without such acceptance, the relevant user cannot use the Service.
2.9 Customer is responsible for all users to whom it grants or enables access. Customer warrants that such users are authorized to act on Customer’s behalf in relation to the use of the Services and acceptance of the applicable EULA.
2.10 These Terms and Conditions apply to all Services provided by CentreBlock and are made available through CentreBlock’s website and referenced on CentreBlock’s invoices. By paying CentreBlock’s second invoice without written objection, Customer shall, to the extent permitted by applicable law, be deemed to have accepted these Terms and Conditions.
2.11 Where Customer has verbally requested CentreBlock to commence onboarding, implementation, provisioning, access creation, or other Service delivery prior to signature of a written agreement, Customer shall be deemed to have accepted the applicability of these Terms and Conditions from the start of such activities.
3. Execution
3.1 Insofar as the Agreement concerns implementation, configuration, integration, customization, or development work for Customer, the parties may specify in writing the relevant scope, required functionality, deliverables, assumptions, dependencies, and acceptance criteria. CentreBlock shall perform such work on the basis of the agreed scope and the practical instructions given by Customer.
3.2 Customer warrants that all materials, data, access credentials, software, procedures, instructions, systems, technical specifications, and other information made available to CentreBlock for the execution of the Agreement are accurate, lawful, complete, and timely.
3.3 CentreBlock is entitled, but not obliged, to examine the correctness, completeness, consistency, and suitability of the materials, data, software, procedures, instructions, or systems made available in the context of the Agreement and, in the event of deficiencies, to suspend performance until Customer has remedied the relevant deficiencies.
3.4 CentreBlock is entitled to engage third parties and subcontractors in the execution of the Agreement.
3.5 To the extent a legal relationship arises directly between Customer and a third party involved in the execution of the Agreement, whether or not through the mediation of CentreBlock, Customer shall be solely responsible for fulfilling its obligations towards that third party, unless expressly agreed otherwise in writing.
4. Customer Obligations
4.1 Customer shall provide CentreBlock, in a timely manner, with all cooperation, approvals, information, access, test data, credentials, and other support reasonably required for the execution of the Agreement.
4.2 Customer shall ensure that CentreBlock personnel have timely access to the agreed locations, systems, environments, APIs, websites, apps, or other digital properties to the extent required for implementation, support, maintenance, or troubleshooting.
4.3 Customer is responsible for the correctness of the instructions it gives to CentreBlock and for the lawful basis of any processing, tracking, or reporting it requests from CentreBlock.
4.4 Customer shall use the Services only in accordance with the Agreement, applicable law, and any reasonable user instructions, technical documentation, or policies provided by CentreBlock.
4.5 If Customer fails to meet its obligations, CentreBlock has the right to suspend the execution of the Agreement and to charge Customer for resulting costs, delays, rework, or inefficiencies.
5. Delivery and Completion
5.1 Any delivery dates, implementation dates, onboarding dates, and other timelines stated by CentreBlock are indicative only and never strict deadlines, unless expressly agreed otherwise in writing.
5.2 In the event of delay, CentreBlock must first be given written notice of default and a reasonable period to perform.
5.3 CentreBlock is entitled to perform the Agreement in phases and to invoice work or Services delivered in phases separately.
5.4 Access to the Services may be provided before all implementation, customization, onboarding, or support activities are fully completed.
6. Prices and Payment
6.1 All prices are exclusive of VAT, withholding taxes, duties, levies, and other government-imposed charges.
6.2 CentreBlock is entitled to adjust its prices annually in accordance with the Dutch CBS index for business services or, if that index ceases to exist or is not reasonably suitable, a comparable successor index.
6.3 Payment must be made within fourteen (14) days of the invoice date, unless otherwise agreed in writing. Payment of invoices does not prejudice CentreBlock’s right to rely on any earlier form of acceptance under clause 2.
6.4 CentreBlock may also adjust prices if the scope of the Services changes, Customer requests additional Services or users, third-party costs materially increase, or applicable laws or regulations materially affect CentreBlock’s cost base.
6.5 If Customer exceeds the payment term, Customer is in default by operation of law and CentreBlock is entitled to charge statutory commercial interest and reasonable extrajudicial and judicial collection costs.
6.6 CentreBlock is entitled to suspend access to the Services, in whole or in part, if Customer is overdue in payment, after prior notice where reasonably possible.
7. Intellectual Property
7.1 All intellectual property rights arising during or resulting from the execution of the Agreement, including rights relating to software, dashboards, reports, templates, documentation, algorithms, methodologies, models, configurations, know-how, and other materials, shall vest exclusively in CentreBlock or its licensors, unless expressly agreed otherwise in writing.
7.2 Customer acquires only the rights of use expressly granted in the Agreement or these terms.
7.3 Nothing in the Agreement transfers ownership of CentreBlock’s software, platform, source code, models, patents, inventions, or generic implementation know-how to Customer.
7.4 Customer remains owner of its own data and of materials provided by Customer, subject to the rights granted to CentreBlock to use such data and materials insofar as necessary to perform the Agreement.
8. Use of Software
8.1 CentreBlock grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the software and portal made available by CentreBlock during the term of the Agreement and solely for Customer’s internal business purposes, unless otherwise agreed in writing.
8.2 Customer shall not copy, modify, decompile, disassemble, reverse engineer, translate, scrape, benchmark publicly, or otherwise attempt to derive the source code, underlying ideas, or structure of the software, except to the extent such restriction is prohibited by mandatory law.
8.3 Customer shall not use the Services for unlawful purposes, in a way that infringes rights of third parties, to circumvent security or access restrictions, or to make the Services available to third parties other than authorized users or affiliates unless expressly agreed.
8.4 CentreBlock may impose reasonable technical or contractual limitations on user numbers, environments, storage, usage levels, or access rights.
9. Hosting and Availability
9.1 If CentreBlock provides hosted or cloud-based Services, it shall use commercially reasonable efforts to achieve a high level of availability of the Services.
9.2 CentreBlock may perform planned maintenance, updates, changes, patches, and improvements. Where reasonably possible, CentreBlock shall notify Customer in advance of scheduled maintenance that is expected to materially affect availability.
9.3 CentreBlock does not guarantee uninterrupted, error-free, or faultless availability.
9.4 Availability may be affected by factors outside CentreBlock’s reasonable control, including failures of third-party hosting, infrastructure, internet, telecommunications, or customer-side systems.
10. Confidentiality
10.1 Each party undertakes to keep confidential all confidential information obtained from the other party in connection with the Agreement.
10.2 Information shall in any case be considered confidential if it is designated as such by a party or if this follows from the nature of the information.
10.3 The receiving party shall use confidential information only for the purpose of the execution of the Agreement and shall restrict access to persons who need to know it for that purpose and who are bound by appropriate confidentiality obligations.
10.4 The confidentiality obligations shall not apply to information that is publicly available without breach of the Agreement, was lawfully already in the receiving party’s possession, is lawfully obtained from a third party without confidentiality obligation, or must be disclosed pursuant to law or binding court or governmental order, provided the disclosing party is informed in advance where legally permitted.
11. Personal Data
11.1 To the extent CentreBlock processes personal data in connection with the Agreement, CentreBlock shall do so in accordance with applicable data protection legislation.
11.2 Customer guarantees that it is entitled to provide the relevant personal data to CentreBlock and that any processing instructed by Customer is lawful.
11.3 Where required by applicable law, the parties shall conclude a separate data processing agreement.
11.4 Customer indemnifies CentreBlock against claims from third parties arising from Customer’s breach of applicable privacy or data protection law, including unlawful collection, tracking, sharing, or instruction.
12. Retention Periods
12.1 CentreBlock applies retention periods that are necessary for the proper execution of the Agreement, support, security, continuity, legal compliance, and evidentiary purposes, unless otherwise agreed in writing or required by law.
12.2 Unless otherwise agreed, CentreBlock is not obliged to retain Customer data indefinitely after termination of the Agreement.
13. Project Management
13.1 Each party shall appoint a contact person responsible for communication, approvals, and decision-making within the scope of the Agreement.
13.2 Changes to the project, scope, timeline, assumptions, or deliverables shall be documented in writing and may affect pricing, planning, or both.
13.3 CentreBlock is entitled to rely on instructions and approvals given by the contact person designated by Customer.
14. Delivery and Acceptance
14.1 If the parties agree on acceptance testing for specific deliverables, Customer shall test the result within fourteen (14) days after delivery, or within another agreed period, and shall report in writing whether it accepts the result.14.2 If Customer does not report substantiated objections within that period, the relevant result shall be deemed accepted.
14.3 Minor defects that do not materially impair the intended use shall not prevent acceptance.
14.4 This article applies only to agreed deliverables or project results and not to the general ongoing availability of standard SaaS Services, unless expressly agreed otherwise.
15. Maintenance and Support
15.1 If parties agree on maintenance, support, service windows, support levels, response times, or managed services, such arrangements shall be laid down in writing.
15.2 CentreBlock shall use commercially reasonable efforts to remedy malfunctions and incidents within a reasonable time, taking into account the nature and severity of the issue and the support arrangements made.
15.3 CentreBlock is not obliged to provide support for issues caused by misuse by Customer, unauthorized modifications, third-party systems outside CentreBlock’s responsibility, or customer-side infrastructure, integrations, or connectivity issues.
16. Duration and Renewal
16.1 Insofar as the Agreement is a continuing performance agreement, it starts on the date CentreBlock commences the Services, grants access to the Services, or otherwise begins performance at Customer’s request, unless another start date is stated in the Agreement.
16.2 If no term is stated, an initial term of twelve (12) months shall apply.
16.3 After expiry of the initial term, the Agreement shall be automatically renewed for successive periods equal to the initial term, unless a party terminates in writing no later than one (1) month before the end of the then-current term, unless another notice period is agreed in writing.
16.4 If the Agreement has been renewed for an indefinite period, either party may terminate it with one (1) month’s written notice, unless otherwise agreed in writing.
17. Termination
17.1 Either party may terminate the Agreement in whole or in part if the other party materially fails to perform and, after written notice of default, fails to remedy such failure within a reasonable cure period.
17.2 CentreBlock may terminate the Agreement with immediate effect, in whole or in part, without notice of default and without judicial intervention, if Customer applies for or is granted suspension of payments, is declared bankrupt or subject to insolvency proceedings, is dissolved or ceases business operations, is subject to attachment materially affecting performance, or seriously breaches applicable law, sanctions, export rules, or acceptable use requirements.
18. Consequences of Termination
18.1 Upon termination of the Agreement, Customer’s rights to use the Services shall end unless otherwise agreed, all amounts due become immediately payable, and CentreBlock may disable access to the Services after a reasonable wind-down period, if any.
18.2 Provisions that by their nature are intended to continue after termination shall remain in force, including provisions concerning payment, confidentiality, intellectual property, liability, applicable law, and dispute resolution.
19. Liability
19.1 The total aggregate liability of CentreBlock for attributable failures in the performance of the Agreement, unlawful acts, or any other legal basis, is limited to compensation for direct damage up to a maximum of the fees actually paid by Customer to CentreBlock under the Agreement during the three (3) months preceding the event causing the damage, excluding VAT.
19.2 CentreBlock shall never be liable for indirect damage or consequential damage, including but not limited to lost profits, lost turnover, missed savings, loss of goodwill, reputational damage, business interruption, loss or corruption of data, claims of third parties, or damage related to the use of third-party software, hosting, services, or materials prescribed by Customer.
19.3 The limitations of liability in this article do not apply in the event of damage caused by CentreBlock’s intent or deliberate recklessness to the extent such limitation is not permitted by mandatory law.
19.4 Any right to compensation is always subject to the condition that Customer notifies CentreBlock in writing of the damage as soon as possible after its discovery.
20. Indemnification
20.1 Customer indemnifies and holds harmless CentreBlock against claims from third parties arising out of the use of materials, data, systems, content, instructions, or integrations provided by Customer, Customer’s unlawful use of the Services, Customer’s breach of privacy, intellectual property, sanctions, or other applicable laws, and acts or omissions of Customer’s users.
21. Force Majeure
21.1 CentreBlock is not obliged to fulfill any obligation if it is prevented from doing so as a result of a circumstance beyond its reasonable control and not attributable to its fault.
21.2 Force majeure includes in any case failures of suppliers or hosting providers, internet failures, power failures, telecommunications failures, cyberattacks, war, terrorism, epidemics, pandemics, governmental measures, transport disruptions, labor disputes, and failures of network or cloud connections.
21.3 During force majeure, CentreBlock may suspend its obligations. If the force majeure situation lasts longer than ninety (90) days, either party may terminate the Agreement in writing without liability for damages.
22. Transfer of Rights
22.1 Customer may not transfer rights or obligations under the Agreement to third parties without the prior written consent of CentreBlock.
22.2 CentreBlock is entitled to subcontract, assign, transfer, pledge, or otherwise transfer rights and obligations under the Agreement, in whole or in part, to affiliated companies, successors, financiers, or third parties involved in the provision of the Services.
23. Expiry of Claims
23.1 All claims and other powers of Customer against CentreBlock, for whatever reason, expire no later than one (1) year after Customer became aware, or could reasonably have become aware, of the existence of such claim or power.
23.2 In all cases, such claims and powers expire two (2) years after the event, act, or omission on which they are based, unless mandatory law provides otherwise.
24. Applicable Law and Choice of Forum
24.1 The Agreement between CentreBlock and Customer is exclusively governed by Dutch law, excluding conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG), to the extent applicable.
24.2 All disputes arising out of or in connection with the Agreement and/or these terms shall be submitted exclusively to the competent court in Amsterdam, the Netherlands, unless mandatory law requires another forum.
Contact
CentreBlock BV
www.CentreBlock.net
info@centreblock.net
KVK 76085872
BTW-nummer NL860502582B01