General

Article 1. Definitions

  1. In these Terms and Conditions, the following terms shall have the following meanings, unless expressly stated otherwise or the context indicates otherwise:
    1. Qooqie: the user of these general terms and conditions: Qooqie established at Nijverheidstraat 40 in Capelle aan den IJssel, registered with the Chamber of Commerce under Chamber of Commerce number 24431378;
    2. customer: the company that enters into an agreement with Qooqie;
    3. Agreement: the agreement between Qooqie and the Customer;
    4. Agreement: the agreement between Qooqie and the Customer;
    5. dashboard: the online platform made available to the customer by Qooqie;
    6. service: the call tracking service that Qooqie provides to the customer in the context of the agreement;
    7. telephone number: the telephone number connected by Qooqie that is linked to a customer's advertising channel and that is forwarded to the customer's company phone number;
    8. script: the software that must be placed in the Client's website in order to use the Service;
    9. website: the website www.qooqie.com operated by Qooqie and on which Qooqie's services are offered;
    10. Advertising channel: any online or offline advertisement to which the customer has linked the Qooqie service. The customer decides to which advertising channels he links the service;
    11. session: the entry of an internet visitor via a certain advertising channel on the website of the customer for which a Qooqie telephone number is displayed;
    12. data: all data collected that relates to the script;
    13. data subject: the natural person who calls the customer via a telephone number;
    14. partner: the company that mediated in the conclusion of the agreement between the customer and the company that has been designated by Qooqie as the contact person for the customer

Article 2. General

  1. These general terms and conditions apply to every offer and every agreement between Qooqie and the customer, to which Qooqie has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions.
  2. These general terms and conditions also apply to additional assignments and follow-up assignments from the customer.
  3. The applicability of any purchase or other terms and conditions of the customer is expressly rejected.
  4. If one or more provisions in these general terms and conditions are null and void or should be annulled, the other provisions of these general terms and conditions remain fully applicable. In that case, Qooqie has the right to substitute a provision that is not unreasonably onerous for the customer and that comes as close as possible to the void provision.
  5. If Qooqie does not always require strict compliance with these general terms and conditions, this does not mean that these general terms and conditions would not apply or that Qooqie would lose the right to demand strict compliance with these general terms and conditions in future, similar or similar cases.
  6. Qooqie has the right to amend these general terms and conditions and to declare the new general terms and conditions applicable to the existing agreements. The customer will be informed in writing or by e-mail of the amended general terms and conditions and of the date on which the new general terms and conditions will come into force.

Article 3. Offer

  1. Qooqie's offer is non-binding.
  2. Obvious mistakes or errors, such as typographical or typesetting errors, on the website are not binding on Qooqie.

Article 4. Conclusion of the agreement

  1. The agreement is concluded after the registration process via the website has been successfully completed.
  2. The agreement can only be concluded via the website after the customer has clicked that he agrees to these general terms and conditions.
  3. After the conclusion of the agreement, no confirmation will be sent to the customer

Article 5. Term and termination of the agreement

  1. The agreement is entered into for an indefinite period of time, unless otherwise agreed.
  2. The customer can terminate the agreement at the end of the agreement with due observance of a notice period of 1 month. In the case of an agreement for an indefinite period, a notice period of 1 month applies. Cancellation must be made in writing, via e-mail or via the dashboard and with due observance of a notice period of 1 month.

Article 6. Consequences of the end of the agreement

  1. After termination of the agreement, the customer will no longer be able to use the script and the service. The dashboard will be made available to the customer for a period of 3 months so that the customer can make a copy of the data.

Article 7. Execution of the agreement

  1. The content of the various services offered by Qooqie is clearly described on the website.
  2. Qooqie will execute the agreement to the best of its knowledge and ability.
  3. Qooqie has the right to have certain activities carried out by third parties.
  4. Qooqie reserves the right to make changes and additions to the dashboard or the service at any time, as a result of the technical evolution of the dashboard or service. In the event of any changes to the specification, Qooqie guarantees an equivalent functionality and performance of the dashboard or service.
  5. In order to be able to use the full service, the customer grants Qooqie permission to:
    1. connect to and access the customer's Google API account;
    2. make aesthetic or functional changes to the Client's website in order to improve the functioning of the Service. This article does not apply if the customer purchases the smallest package from Qooqie.
  6. In the provision of the service, Qooqie is dependent on the services of third parties, such as its telecom provider.

Article 8. Customer's Obligations

  1. The customer ensures that all data that Qooqie indicates is necessary or of which the customer should reasonably understand that it is necessary for the execution of the agreement, is provided to Qooqie in a timely manner.
  2. The customer guarantees the accuracy, completeness and reliability of the data provided by him.
  3. The customer indemnifies Qooqie against any claims from third parties who suffer damage in connection with the execution of the agreement and which is attributable to the customer.
  4. The customer is only permitted to use the service for his own organization. The customer is prohibited from commercially exploiting the service in any way.
  5. The customer is responsible for publishing images, text, video or sound files via an advertising channel for which the rights are held by third parties.
  6. The customer is responsible for the use and proper application in his organization of the dashboard and the service and for the observance of instructions 2 and/or advice given by Qooqie.
  7. The client is solely responsible for the correct placement of the script on its website and for the correct functioning of the script on the connected advertising channel. If the customer is (partially) unable to use the service because the customer has not placed the script correctly, Qooqie can never be held responsible for this and the customer is not entitled to any form of compensation. If the customer is unable to place the script in his website, the customer must inform Qooqie and Qooqie will place the script in the website for the customer. The costs of this will be charged to the customer. In addition, the customer must fully cooperate with the maintenance of the script by Qooqie and the provision of support to the script by Qooqie.
  8. If the customer wishes to link the service to an offline advertising channel, the customer must include a telephone number connected by Qooqie in this offline advertisement.
  9. The customer is responsible for the decisions he makes, whether or not on the basis of the data.
  10. The customer is responsible for the proper functioning of his equipment or for other technical facilities that must be used to access and use the dashboard and the service.
  11. By using the service, the customer shall not violate the rights of third parties, shall not behave indecently or contrary to morality or public order, and shall not act contrary to legal provisions. If, in the opinion of Qooqie, the customer makes improper use of the service, Qooqie is entitled to block the service with immediate effect, without Qooqie being obliged to pay any compensation. The customer will be informed of this in writing or by e-mail.
  12. If the customer notices a malfunction in the service, the customer must inform Qooqie as soon as possible.
  13. If the customer's website undergoes a change and/or update, this may have consequences for the operation of the script. The customer is responsible for this. If the script does not function (properly) due to a change that has been made to the website, Qooqie cannot be held liable for this. If the script no longer functions due to a change and/or update in the customer's website, the customer must inform Qooqie as soon as possible and Qooqie will, if possible, remedy the malfunctioning of the script. The costs of this are at the expense of the customer.
  14. If the customer has not fulfilled his obligations towards Qooqie, or has not fulfilled his obligations towards Qooqie on time or in full, or if he acts unlawfully towards Qooqie, Qooqie has the right to charge the customer for the costs and/or damages arising therefrom and Qooqie has the right to suspend its services.

Article 9. Fair use

  1. The service is made available to the customer on a fair use basis. If, in the opinion of Qooqie, the service is not used on the basis of fair use, Qooqie has the right to charge additional costs to the customer or to block access to the service. Among other things, there is no question of fair use if the customer:
    1. structurally uses the service in a different way than the other users of the service;
    2. forwards their business phone number to a call center;
    3. resells the service;
    4. makes excessive use or misuse of the Service;
    5. use the service in violation of the law, morality, public order, what is customary in society or the rights of third parties;
    6. has an unusually long phone conversation.

Article 10. Phone numbers

  1. The customer guarantees that the company phone number to which the phone numbers are forwarded belongs to his company.
  2. The customer is aware that the use of the service may result in telephone numbers other than the customer's business phone number in the advertising channels and on the customer's website.
  3. After the end of the agreement, the phone numbers will be quarantined for 6 months.
  4. The customer can inform Qooqie within 6 months after the end of the agreement that he wishes to port the telephone numbers. For porting, a lump sum fee, equal to the connection costs of the telephone numbers, will be charged to the customer. The amount of the lump sum is € 25 per telephone number.
  5. If the customer does not make use of the option to port the telephone numbers, the telephone numbers will be offered again on the free market after the quarantine period.
  6. Qooqie can never be held liable for the way in which third parties use the telephone numbers.

Article 11. Voice recording

  1. The customer is responsible for the choice to use Qooqie's voice recording service. If the use of this service is contrary to laws and regulations or what is customary in society in view of the client's profession, Qooqie can never be held liable for this.
  2. Before Qooqie provides the voice recording service to the customer, the customer who falls under a professional group to which professional secrecy applies, such as, but certainly not limited to, doctors, lawyers, notaries, accountants, psychologists and interpreters, must inform Qooqie in writing that the customer is allowed to record incoming telephone conversations.
  3. It is the customer's responsibility at all times to check whether he is allowed to record incoming telephone calls.
  4. The customer is only allowed to use the recorded telephone call within his own organization. Recorded phone calls may not be published.
  5. At the beginning of an incoming phone call, a text is first played to the person informing them that the call is being recorded.
  6. The customer is obliged to inform the employees who answer the incoming telephone calls that the calls are being recorded.
  7. The customer is obliged to process the recorded calls in accordance with the applicable privacy laws and regulations.

Article 12. Data and privacy

  1. Qooqie processes the data based on instructions from the customer.
  2. The data may consist of: through which advertising channel the telephone call was received, the identity of the data subject, the duration of the telephone call, which keywords in a search engine were used by the data subject to access the advertising channel, the content of the telephone conversation.
  3. The customer is fully responsible for the data. The customer retains full control over the data. Qooqie processes the data on behalf of the customer. The purpose of the processing of the data determined by the customer is to analyse the effectiveness of its advertising channels. The data will not be processed by Qooqie beyond the purpose described in this article and will not be processed for its own purposes.
  4. The data may be incomplete and/or incorrect. Qooqie cannot be held liable for any damage suffered by the client due to incomplete and/or incorrect data, including the incorrect use of advertising budgets.
  5. It's possible that, for whatever reason, the script doesn't work. Qooqie cannot be held liable for the non-collection of data due to the non-functioning of the script.
  6. The customer is obliged to act in accordance with all applicable laws and regulations in relation to the data. Failure by the customer to comply with its obligations in relation to privacy laws and regulations and data breaches can have significant consequences, such as fines. Qooqie can never be held liable for this.
  7. Qooqie fully cooperates with the customer to comply with the obligations under laws and regulations, more specifically with regard to the rights of data subjects, such as, but not limited to, a request for inspection, improvement, addition, deletion or blocking of data.
  8. Qooqie or anyone acting under the authority of Qooqie and having access to the data takes all necessary technical and organizational measures to protect the data for which the customer is responsible against loss or any other form of unlawful processing. The measures to be taken by Qooqie are partly aimed at preventing unnecessary collection and further processing of the data.
  9. The data is not provided by Qooqie to third parties.
  10. Qooqie will inform the customer as soon as possible if the data is lost, damaged, destroyed or unintentionally processed. Qooqie will also inform the customer about what measures it has taken/will take to prevent further loss, damage, destruction or unintentional processing of the data. If the data breach has adverse consequences for the privacy of the data subjects, the data subjects must be informed. In the event of a serious data breach, the customer is obliged to report it to the Dutch Data Protection Authority within 72 hours after being notified of the data breach and to act in accordance with the Policy Rules on the Obligation to Report Data Breaches of the Dutch Data Protection Authority. Qooqie fully cooperates in adequately informing the data subjects, the Dutch Data Protection Authority and any other supervisory authorities or authorities in the context of the Data Breach Notification Obligation.
  11. The data will be processed by Qooqie during the agreement and for a period of 3 months after the end of the agreement. After this period, the data will be completely and irrevocably deleted, at the customer's discretion, or the customer will be provided with a copy of the data.
  12. Qooqie will delete all data at the customer's first request.
  13. All persons who process data with Qooqie's permission will treat the data confidentially.
  14. Upon request, Qooqie will provide the customer with all the information necessary to verify that Qooqie fulfils its obligations arising from this article.

Article 13. Change of billing address or relocation

  1. If the customer moves house or changes the customer's billing address, the customer must notify Qooqie of his new business address and/or new billing address in writing or by e-mail as soon as possible.

Article 14. Rates

  1. The rates stated on the website do not include VAT.
  2. The monthly fixed fee of the service depends on the package of services that the customer purchases. The rates of the different packages are clearly stated on the website.
  3. Qooqie reserves the right to adjust its rates from time to time. The customer will be notified by e-mail at least 2 months prior to the entry into force of a rate change.
  4. The price for the service includes a certain number of sessions per month. If more sessions have taken place in a month than are included in the price, the fee per session as stated on the website will be charged for the extra sessions, unless the parties have agreed on a different session fee in writing or via email. These are the variable costs.

Article 15. Free trial

  1. The free trial period is 14 days. During this free trial period, no fixed fee will be charged to the customer and the variable costs as described in article 14.4 will be charged to the customer.
  2. If, after the free trial period, the customer does not enter into an agreement with Qooqie, the data will not be stored and the telephone numbers will not be quarantined.

Article 16. Support

  1. The customer is entitled to support. The support is provided by the partner.

Article 17. Partner

  1. If the agreement has been concluded through a partner, the support will be provided by the partner. In such a case, the customer must contact the partner in connection with questions about the agreement and/or the operation of the service and the partner is the customer's point of contact.
  2. If the agreement has been concluded without the intervention of a partner, Qooqie will appoint a partner who will be the customer's point of contact for the purchase of the service. The partner's contact details will be made known to the customer.
  3. If the customer wishes to have another partner as a point of contact, the customer must make this known to Qooqie in writing or via e-mail.

Article 18. Login credentials

  1. The customer must handle – and is responsible for – his login details with the utmost care. If unauthorized third parties make use of the customer's login details, Qooqie cannot be held liable for this.
  2. If the customer discovers that a third party is making unauthorized use of his login codes, the customer must immediately notify Qooqie.
  3. If Qooqie receives login details from the customer, Qooqie will handle these login details responsibly.

Article 19. Invoicing and payment

  1. Fixed costs are invoiced monthly in advance and variable costs are invoiced monthly in arrears.
  2. Payment is made by direct debit or credit card. If the direct debit cannot be executed or is reversed or if the amount cannot be debited from the customer's credit card, Qooqie will inform the customer and the customer must transfer the outstanding invoice amount to Qooqie's bank account.
  3. If the payment term of 14 days is exceeded, the customer will owe the statutory commercial interest from the date on which the sum due has become due and payable until the time of payment. In addition, all costs of collection, after the customer is in default, both judicial and extrajudicial, will be borne by the customer. The compensation for extrajudicial collection costs is set at 15% of the principal amount with a minimum of € 150,-.
  4. In the event of liquidation, bankruptcy or suspension of payments of the customer, the customer's obligations will be immediately due and payable.

Article 20. Liability, indemnification and limitation

  1. Qooqie cannot be held to compensate for any damage that is a direct or indirect result of:
    1. an event that is in fact beyond his control and therefore cannot be attributed to his actions and/or omissions, as described, inter alia, in Article 25;
    2. any act or omission of the Client, its subordinates, or other persons employed by or on behalf of the Client.
  2. The customer is responsible under all circumstances for the accuracy and completeness of the data provided by him. Qooqie is never liable for any damage that is (partly) caused by the information provided by the customer being incorrect and/or incomplete or by following the instructions given by the customer. The customer indemnifies Qooqie against all claims in this regard.
  3. Qooqie is not liable for any damage whatsoever due to incorrect or improper use of the dashboard or the service or by use of the dashboard or service in violation of the user instructions or technical specifications.
  4. The use of the service within the limits of laws and regulations is the responsibility of the customer. If, by using the service, the customer acts in violation of laws and regulations, including his professional secrecy, Qooqie can never be held liable for this and the customer indemnifies Qooqie against all claims in this regard. Any fines imposed on the customer in connection with the use of the service are entirely at the expense of the customer.
  5. Qooqie is not liable for the damage caused by hackers.
  6. Qooqie cannot be held liable for any acts and/or omissions of Google. If Google does not comply with its obligations towards the customer, the customer must hold Google accountable and not Qooqie.
  7. If, as a result of an act and/or omission on the part of Qooqie, the online advertising service that the customer purchases from a third party is suspended, Qooqie cannot be held liable for this.
  8. Qooqie is never liable for indirect damage, including consequential damage, loss of profit, lost turnover, missed savings, reputational damage, imposed fines and damage due to business interruption.
  9. Qooqie does not guarantee that the dashboard or service will operate without interruptions or errors. The Client acknowledges that access to and/or the operation of the Dashboard or the Service may be interrupted for various reasons. Qooqie is not liable for any damage resulting from the temporary interruption and the improper functioning of the dashboard and/or the service. However, Qooqie will endeavour to provide full continuity of the availability of the dashboard and the service and to rectify the interruption within acceptable timeframes.
  10. If an incoming telephone call cannot be made due to a malfunction in the service, Qooqie is not liable for the damage that the customer suffers as a result, such as lost turnover. The use of the service is entirely at the risk of the customer.
  11. If the customer or a third party makes changes to the script placed in the customer's website, Qooqie excludes any liability with regard to the operation and any consequential damage.
  12. Qooqie is never liable for any damage of any kind suffered by the customer in connection with the (non-)functioning of the customer's equipment, software or connections.
  13. If Qooqie is liable for any damage, Qooqie's liability is limited to the amount of the payment made by Qooqie's insurer. If the insurer does not pay out in any case, the damage is not covered by the insurance or if Qooqie has not taken out insurance for the damage in question, Qooqie's liability is limited to the compensation charged to the customer for the month in which the damage-causing event occurred.
  14. The customer indemnifies Qooqie against claims that third parties bring against Qooqie in respect of incidents, acts or omissions, for which Qooqie is not liable pursuant to the above. The customer is obliged to indemnify Qooqie at first request for all costs, damages and interest that may arise for Qooqie as a direct or indirect result of a claim brought against him by a third party as referred to in this paragraph.
  15. The customer is obliged to take damage limitation measures. Qooqie has the right to undo or limit the damage.
  16. All claims against Qooqie that have not been submitted to Qooqie in writing within 1 year after their occurrence will lapse due to the statute of limitations.

Article 21. Secrecy

  1. Both parties are obliged to maintain the confidentiality of all confidential information obtained from each other or from any other source in the context of their agreement. Information is considered confidential if it has been communicated by the other party or if this arises from the nature of the information.
  2. If, on the basis of a statutory provision or a court decision, Qooqie is obliged to provide confidential information to third parties designated by law or the competent court, and Qooqie cannot invoke a right of non-disclosure recognized or permitted by law or by the competent court, then Qooqie is not obliged to pay compensation or indemnification and the customer is not entitled to dissolve the agreement on the basis of any damage caused by this.

Article 22. Suspension and dissolution

  1. Qooqie is authorized to suspend the fulfilment of the obligations or to dissolve the agreement without judicial intervention by means of a written statement, if:
    1. the customer does not or does not fully comply with the obligations under the agreement;
    2. circumstances that have come to Qooqie's knowledge after the conclusion of the agreement give good reason to fear that the customer will not comply with the obligations;
    3. the client has been granted a moratorium;
    4. the customer is bankrupt;
    5. a statutory debt restructuring scheme is declared applicable to the client;
    6. The Client's business is liquidated or terminated other than for the purposes of an acquisition or merger of companies.
  2. Furthermore, Qooqie is entitled to dissolve the agreement (or have it dissolved) if circumstances arise that are of such a nature that compliance with the agreement is impossible or can no longer be required according to the standards of reasonableness and fairness, or if circumstances otherwise arise that are of such a nature that unchanged maintenance of the agreement cannot reasonably be expected.
  3. If the agreement is dissolved, Qooqie's claims against the customer are immediately due and payable. If Qooqie suspends the fulfilment of its obligations, it retains its claims under the law and the agreement.
  4. Qooqie always reserves the right to claim damages.

Article 23. Intellectual

  1. The copyright as well as all other intellectual property rights with regard to the script and the dashboard are vested in Qooqie or its licensor.
  2. Qooqie grants the customer, to the extent necessary for the use of the service, a right to use the intellectual property rights based on the script and the dashboard during the agreement. The license is only valid after the customer has fulfilled its financial obligations to Qooqie. The customer is not permitted to grant sub-licenses on the use of the dashboard and script to third parties.
  3. The script and the dashboard are exclusively intended to be used by the customer and may not be reproduced, published, or brought to the attention of third parties without the prior permission of Qooqie.

Article 24. Transfer

  1. The customer is not permitted to transfer the rights under the agreement to a third party without the express prior written consent of Qooqie.

Article 25. Force majeure

  1. Qooqie is not obliged to fulfil any obligation if it is prevented from doing so as a result of a circumstance that is not attributable to fault, and is not for its account by virtue of the law, a legal act or generally accepted opinions.
  2. Force majeure exists, among other things, if Qooqie is prevented from fulfilling its obligations under the agreement or in the preparation thereof as a result of: internet failure, disruption in e-mail traffic, malfunction at Qooqie's telecom provider, virus infection or computer intrusion by third parties, power failure, weather conditions, natural disasters, traffic disruption, accidents, strikes, theft, fire, war, riots, terrorism, government measures, a defect in the customer's business and errors in third-party software or (online) services.
  3. Force majeure is also understood to mean a non-attributable shortcoming on the part of Qooqie's suppliers or third parties engaged by Qooqie in the execution of the agreement.
  4. During the period that the force majeure continues, the parties may suspend the obligations under the agreement.
  5. Insofar as Qooqie has in the meantime partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure or will be able to do so, and the part that has been fulfilled or is to be fulfilled has independent value, Qooqie is entitled to declare the part already fulfilled or to be fulfilled separately.
  6. In the event of a force majeure situation, Qooqie will inform the customer as soon as possible.

Article 26. Applicable law and competent courts

  1. All agreements are governed by Dutch law.
  2. All disputes relating to agreements between the customer and Qooqie will be submitted to the competent court in the district where Qooqie has its registered office.