General Terms and Conditions
Artikel 1. Definities
- In these general terms and conditions, the following terms are used in the following sense, unless explicitly stated otherwise or unless the context indicates otherwise:
- Qooqie: The user of these general terms and conditions: Qooqie, established on Vijf Werelddelen 69 in Rotterdam, registered with the Chamber of Commerce under number 24431378;
- Customer: the company that enters into an agreement with Qooqie;
- Agreement: the agreement between Qooqie and the customer;
- Dashboard: the online platform made available to the customer by Qooqie;
- Service: the call tracking service provided by Qooqie to the customer in the context of the agreement;
- Telephone number: the telephone number connected by Qooqie to an advertising channel of the customer and which has been forwarded to the customer’s company telephone number;
- Script: the software that needs to be placed in the customer’s website in order to use the service;
- Website: the website www.qooqie.com which is managed by Qooqie and on which the services of Qooqie are offered;
- Advertising channel: every online or offline advertisement to which the customer has linked the service of Qooqie. The customer decides which advertising channel he/she links the service to;
- Session: the arrival of an internet visitor on the customer’s website via a certain advertising channel for which a Qooqie telephone number is shown;
- Data: all data that is collected that relates to the script;
- Data subject: the natural person who calls the customer via a telephone number;
- Partner: the company that mediated in the realisation of the agreement between the customer and Qooqie or the company that Qooqie has designated as the contact person for the customer.
Article 2. General
- 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 explicitly deviated from these terms and conditions.
- These general terms and conditions also apply to additional orders and follow-up orders of the customer.
- The applicability of any purchase or other conditions of the customer is expressly rejected.
- If one or more provisions of these general terms and conditions are invalid or may be annulled, the remaining provisions of these general terms and conditions shall remain fully applicable. In that case, Qooqie shall be entitled to replace the invalid provision with a provision that is not unreasonably onerous for the customer and that approaches the invalid provision as closely as possible.
- The fact that Qooqie does not always require strict compliance with these general terms and conditions shall not imply that these general terms and conditions are not applicable or that Qooqie loses the right to require strict compliance with these general terms and conditions in future cases, whether similar or not.
- Qooqie is entitled to amend these general terms and conditions and to declare the new general terms and conditions applicable to 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 take effect.
Article 3. Offer
- Qooqie’s offer is non-binding.
- Apparent mistakes or errors, such as writing, typing or typesetting errors on the website do not bind Qooqie.
Article 4. Realisation of the agreement
- The agreement is concluded after the registration process via the website has been completed successfully.
- The agreement can only be concluded via the website after the customer has clicked that he agrees with these terms and conditions.
- After the conclusion of the agreement, no confirmation is sent to the customer.
Article 5. Duration and termination of the agreement
- The agreement is entered into for an indefinite period of time unless otherwise agreed.
- The customer can terminate the agreement at the end of the agreement with observance of a notice period of one month. In the case of an agreement for an indefinite period, a notice period of one month shall apply. Notice of termination must be given in writing, by email or via the dashboard and must comply with a notice period of 1 month.
Article 6. Consequences of the termination of the agreement
- After termination of the agreement, the customer can nog longer use the script and the service. The dashboard is still made available to the customer for a period of 3 months so that the customer can make a copy of the data.
Article 7. Implementation of the agreement
- The content of the various services offered by Qooqie is clearly described on the website.
- Qooqie shall execute the agreement to the best of its knowledge and ability.
- Qooqie has the right to have certain activities performed by third parties.
- Qooqie reserves the right to make changes and additions to the dashboard or the service at any time as a result of the technical development of the dashboard or service.
- In order to be able to make use of the entire service, the customer grants Qooqie permission to:
- Link with and access the customer’s Google API account;
- Make aesthetic or functional changes to the customer's website in order to improve the functioning of the service. This article is not applicable if the customer purchases the smallest package from Qooqie.
- In providing the service, Qooqie is dependent on the services of third parties, such as its telecom provider.
Article 8. Obligations of the customer
- The customer shall ensure that all information which Qooqie indicates to be necessary or which the customer should reasonably understand to be necessary for the execution of the agreement, shall be provided to Qooqie in a timely manner.
- The customer vouches for the correctness, completeness and reliability of the information provided by him.
- 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 client.
- The customer is only allowed to use the service for his own organisation. The customer is prohibited from commercially exploiting the service in any way.
- The customer is responsible for the publication of images, text, video or sound files through an advertising channel whose rights are held by third parties.
- The customer is responsible for the use and proper application in his organisation of the dashboard and the service and for compliance with the instructions and/or advice given by Qooqie.
- The client is responsible for the correct placement of the script on his website and for the correct functioning of the script on the connected advertisement channel. If the customer cannot (partly) use the service because the script has not been placed 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 the website himself, the customer must inform Qooqie of this 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 shall lend his full cooperation to the maintenance of the script by Qooqie and the support by Qooqie to the script.
- If the customer wishes to link the service to an offline advertisement channel, the customer must include a telephone number connected to Qooqie in this offline advertisement.
- The customer is responsible for the decisions he makes, whether or not they are based on the data.
- The customer shall ensure the proper functioning of its equipment or other technical facilities that must be used to access and use the dashboard and the service.
- By using the service, the customer will not violate the rights of third parties, behave improperly or contrary to morality or public order and will not act contrary to statutory 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 liable for any compensation. The customer will be notified in writing or by e-mail.
- If the customer notices a malfunction in the service, the customer must notify Qooqie as soon as possible.
- If the website of the customer undergoes a change and/or update, this may have consequences for the operation of the script. The customer is responsible for this himself. If the script does not function (properly) due to a change made to the website, Qooqie cannot be held liable for this. If the script ceases to function due to a change and/or update in the customer’s website, the customer must inform Qooqie of this as soon as possible and Qooqie will, if possible, remedy the script’s (proper) functioning. The costs of this are at the expense of the customer.
- If the customer has not, not timely or not completely fulfilled his obligations towards Qooqie, or acts unlawfully towards Qooqie, Qooqie has the right to charge the customer for the costs and/or damages arising from this and Qooqie has the right to suspend its services.
Article 9. Fair use
- The service is made available to the customer on the basis of fair use. If, in the opinion of Qooqie, the service is not used on the basis of fair use, Qooqie is entitled to charge the customer extra costs or to block the access to the service. Among other things, there is no fair use if the customer:
- Structurally uses the service in a different way to the other users of the service;
- Redirects his company telephone to a call centre;
- Resells the service;
- Makes excessive use or misuse of the service;
- Uses the service in violation of the law, public decency, public order, social decency or the rights of third parties;
- Makes an unusually long telephone call.
Article 10. Telephone numbers
- The customer guarantees that the company telephone number to which the telephone numbers are forwarded belongs to his company.
- The customer is aware that by using the service in the advertising channels and on the customer's website other phone numbers are shown than the customer's company phone number.
- After expiry of the contract, the telephone numbers will be quarantined for 6 months.
- During the 6 months following the expiry of the agreement, the customer can inform Qooqie that he wishes to port the telephone numbers. The customer will be charged a buy-off fee for the porting, equal to the connection costs of the telephone numbers. The amount of the buy-out fee is € 25,- per telephone number.
- If the customer does not make use of the possibility of porting the telephone numbers, then the telephone numbers will be offered on the free market again after the quarantine period.
- Qooqie can never be held liable for the way in which third parties make use of the telephone numbers.
Article 11. Voice recording
- The customer himself is responsible for the choice to make use of the voice recording service of Qooqie. If the use of this service, in view of the customer's profession, is in conflict with legislation and regulations or with what is acceptable in society, Qooqie can never be held liable for this.
- Before Qooqie provides the voice recording service to the customer, the customer, who is a member of a professional group to which professional secrecy applies, such as, but certainly not limited to, doctors, lawyers, notaries, accountants, psychologists and interpreters, must notify Qooqie in writing that the customer is permitted to record incoming telephone calls.
- The customer must at all times check himself whether he is permitted to record incoming telephone calls.
- The customer is only allowed to use the recorded call within his own organisation. Recorded telephone conversations may not be published.
- At the beginning of an incoming phone call, a text will be played to the person concerned, informing them that the call is being recorded.
- The customer is obliged to inform the employees who answer the incoming telephone calls that the calls are being recorded.
- The customer is obliged to process the recorded conversations in accordance with the applicable laws and regulations concerning privacy.
Article 12. Data and privacy
- Qooqie processes the data on the basis of the instructions of the customer.
- The data may include: through which advertising channel the telephone call was received, the identity of the person concerned, the duration of the telephone call, which search words in a search engine were used by the person concerned to reach the advertising channel, the content of the telephone call.
- The customer is fully responsible for the data. The customer retains full control over the data. Qooqie processes the data on behalf of the client. The purpose of processing the data, as determined by the customer, is to analyse the effectiveness of its advertising channels. Qooqie will not process the data any further than for the purpose described in this article and will not process it for its own purposes.
- The data may be incomplete and/or incorrect. Qooqie cannot be held liable for any damage suffered by the customer as a result of incomplete and/or incorrect data, including the wrong use of advertising budgets.
- It is possible that, for whatever reason, the script does not function. Qooqie cannot be held liable for the failure to collect data due to the script not working.
- The customer is obliged to act in accordance with all applicable laws and regulations concerning the data. Non-compliance by the customer with the obligations that rest on him in connection with the laws and regulations concerning privacy and data leaks can have considerable consequences, such as fines. Qooqie can never be held liable for this.
- Qooqie shall fully cooperate with the customer in complying with the obligations arising from legislation and regulations, more specifically with respect to the rights of data subjects, such as, but not limited to, a request to inspect, correct, supplement, delete or block data.
- Qooqie or anyone acting under the authority of Qooqie with access to the data shall take all necessary technical and organisational 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 also aimed at preventing unnecessary collection and further processing of the data.
- Qooqie will not provide the data to third parties.
- Qooqie shall inform the customer as soon as possible when loss, damage, destruction or unintended processing of the data has taken place. Qooqie will also inform the customer about the measures it has taken/will take to prevent further loss, damage, destruction or unintended processing of the data. If the data breach has adverse consequences for the privacy of the persons involved, the persons involved must be informed. In the event of a serious data leak, the customer is obliged to report this to the Authority for the Protection of Personal Data within 72 hours after he has been informed of the data leak and to act in accordance with the Policy Rules for Notification of Data Breaks of the Authority for the Protection of Personal Data. Qooqie fully cooperates in adequately informing those involved, the Personal Data Authority and any other supervisory bodies or authorities within the framework of the Notification obligation for data leaks.
- The data is processed by Qooqie during the agreement and for a period of 3 months after the agreement has ended. After this period, the data will, at the client's discretion, be completely and irrevocably removed or the client will be provided with a copy of the data.
- Qooqie will remove all data at the first request of the customer.
- All persons who process data with the authorisation of Qooqie shall treat the data confidentially.
- Upon request, Qooqie shall provide the customer with all the information necessary to verify Qooqie's compliance with its obligations under this article.
Article 13. Change of billing address or relocation
- If the customer relocates or the customer's billing address changes, the customer must notify Qooqie of his new business address and/or new billing address in writing or by email as soon as possible.
Article 14. Prices
- The prices quoted on the website are exclusive of VAT.
- The monthly fixed service fee depends on the service package purchased by the customer. The rates of the various packages are clearly stated on the website.
- Qooqie has the right to adjust its prices from time to time. The customer will be informed of a price change by email at least 2 months prior to its coming into effect.
- The price for the service includes a certain number of sessions per month. If more sessions are held in a month than included in the price, the fee per session will be charged for the extra sessions, as stated on the website, unless parties have agreed on a different session fee in writing or by email. These are the variable costs.
Artikel 15. Free trial
- he free trial period is 14 days. In this free trial period the customer will not be charged a fixed fee and he will be charged the variable costs as described in article 14.4.
- 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
- The customer is entitled to support. The support is provided by the partner.
Article 17. Partner
- If the agreement was concluded via a partner, support is provided by the partner. In such a case, the customer must contact the partner with questions about the agreement and/or the operation of the service, and the partner is the customer's point of contact.
- If the agreement has been established without the intervention of a partner, Qooqie will appoint a partner who will be the customer's contact regarding the purchase of the service. The contact details of the partner will be made known to the customer.
- If the customer wishes to have another partner as a contact
Article 18. Login credentials
- The customer must handle - and is responsible for - his login credentials with the utmost care. If unauthorised third parties make use of the customer's login credentials, Qooqie cannot be held liable for this.
- If the customer discovers that a third party is making unauthorised use of his login credentials, the customer must notify Qooqie of this immediately.
- If Qooqie receives login credentials from the customer, Qooqie will treat these login credentials responsibly.
Article 19. Invoicing and payment
- The fixed costs are invoiced monthly in advance and the variable costs are invoiced monthly in arrears.
- Payment shall be made by direct debit or by 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 shall notify the customer accordingly and the customer shall transfer the outstanding invoice amount to Qooqie's bank account.
- If the payment term of 14 days is exceeded, the customer shall owe the statutory commercial interest from the date on which the amount owed became due until the time of payment. In addition, all costs of collection, both judicial and extrajudicial, after the customer is in default shall be borne by the customer. The compensation for extrajudicial collection costs is set at 15% of the principal sum with a minimum of € 150.
- In case of liquidation, bankruptcy or suspension of payment of the customer, the obligations of the customer will be immediately due and payable.
Article 20. Liability, indemnification and limitation period
- Qooqie cannot be held to compensate any damage that is a direct or indirect consequence of±
- an event that is in fact beyond its control and thus cannot be attributed to its actions and/or omissions, as described in Article 25, among others;
- any act or omission by the customer, his subordinates, or other persons employed by or on behalf of the customer.
- The customer is under all circumstances responsible for the correctness and completeness of the data provided by him. Qooqie shall never be liable for any damage that is (partly) caused by the fact that the data provided by the customer is incorrect and/or incomplete or by the fact that the customer has not followed the instructions given by the customer. The customer indemnifies Qooqie against all claims in this respect.
- Qooqie is not liable for any damage whatsoever resulting from incorrect or incompetent use of the dashboard or the service or from use of the dashboard or the service contrary to the user instructions or technical specifications.
- The use of the service within the limits of the laws and regulations is the responsibility of the client. If by using the service the customer acts in violation of laws and regulations, including professional secrecy, Qooqie can never be held liable for this and the customer indemnifies Qooqie against all claims in this respect. Any fines imposed on the customer in connection with the use of the service are entirely at the expense of the customer.
- Qooqie is not liable for any damage caused by hackers.
- Qooqie cannot be held liable for any actions and/or omissions by Google. If Google does not comply with its obligations towards the customer, the customer must address Google and not Qooqie.
- If, as a result of an act and/or omission on the part of Qooqie, the online advertising service which the customer purchases from a third party is suspended, Qooqie cannot be held liable for this.
- Qooqie shall never be liable for indirect damage, including consequential damage, loss of profit, missed turnover, missed savings, damage to reputation, imposed fines and damage as a result of business stagnation.
- Qooqie does not guarantee that the dashboard or the service will function without interruptions or without errors. The customer 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 incorrect functioning of the dashboard and/or the service. Qooqie shall, however, endeavour to provide full continuity of the availability of the dashboard and the service and to restore the interruption or have it restored within acceptable periods.
- If an incoming telephone call cannot be made due to a fault in the service, Qooqie is not liable for the damage suffered by the customer as a result, such as lost turnover. The use of the service is entirely at the risk of the customer.
- If the customer or a third party makes changes to the script placed in the customer's website, Qooqie excludes all liability with regard to the operation and any consequential damage.
- Qooqie shall never be liable for any damage of whatever nature suffered by the customer in connection with the (non) functioning of the customer's equipment, software or connections.
- Should Qooqie be liable for any damage, then its liability is limited to the amount paid out by Qooqie's insurer. If, in any given case, the insurer makes no payment, the damage is not covered by the insurance, or if Qooqie has no insurance for the damage concerned, the liability of Qooqie is limited to the amount charged to the customer for the month in which the damage-causing event occurred.
- The customer shall indemnify Qooqie against claims made by third parties against Qooqie in respect of incidents, acts or omissions for which Qooqie is not liable pursuant to the foregoing. The customer is obliged to indemnify Qooqie on first request against all costs, damages and interest which may arise for Qooqie as a direct or indirect result of a claim as referred to in this paragraph instituted against it by a third party.
- The customer is obliged to take measures to limit damage. Qooqie is entitled to undo or limit the damage.
- All claims against Qooqie which have not been submitted in writing to Qooqie within one year of their arising shall lapse by limitation.
Article 21. Confidentiality
- Both parties are bound to secrecy of all confidential information they have obtained within the framework of their agreement from each other or from another source. Information is considered confidential if the other party has indicated this or if this follows from the nature of the information.
- If, on the basis of a statutory provision or a judicial decision, Qooqie is required to disclose confidential information to third parties appointed by the law or the competent court, and Qooqie cannot invoke a legal right to refuse to give evidence or such a right acknowledged or permitted by the competent court, Qooqie shall not be required to pay damages or compensation and the customer shall not be entitled to dissolve the agreement on the grounds of any loss resulting from this.
Article 22. Suspension and dissolution
- Qooqie is authorised to suspend the fulfilment of its obligations or to dissolve the agreement without judicial intervention by means of a written statement, if:
- The customer does not or not fully comply with the obligations under the agreement;
- After the conclusion of the agreement, Qooqie learns of circumstances that give good ground to fear that the customer will not fulfil his obligations;
- The customer has been granted a suspension of payment;
- The customer is in a state of bankruptcy;
- A statutory debt rescheduling arrangement is declared applicable to the customer;
- The company of the customer is liquidated or terminated other than for the purpose of a takeover or merger of companies.
- Furthermore, Qooqie is authorised to dissolve the agreement or have it dissolved if circumstances arise of such a nature that fulfilment of the agreement is impossible or can no longer be demanded according to standards of reasonableness and fairness, or if other circumstances arise of such a nature that the unaltered maintenance of the agreement can no longer be demanded in all reasonableness.
- If the agreement is dissolved, the claims of Qooqie on the customer are immediately due and payable. If Qooqie suspends fulfilment of the obligations, it shall retain its claims under the law and the agreement.
- Qooqie retains the right to claim damages at all times.
Article 23. Intellectual property/p>
- The copyright and all other intellectual property rights to the script and the dashboard rest with Qooqie or its licensor.
- Qooqie grants the customer, insofar as necessary for the use of the service, a licence for the duration of the agreement to use the intellectual property rights vested in the script and the dashboard. The licence is only valid after the customer has fulfilled his financial obligations towards Qooqie. The customer is not permitted to grant sub-licences on the use of the dashboard and script to third parties.
- The script and the dashboard are exclusively intended to be used by the customer and may not, without prior permission from Qooqie, be duplicated, made public or brought to the notice of third parties.
Article 24. Transfer
- The customer is not permitted to transfer the rights from the agreement to a third party without Qooqie's express prior written consent.
Article 25. Force majeure
- Qooqie shall not be required to fulfil any obligation if it is prevented from doing so as a result of a circumstance that cannot be attributed to fault, nor for which it can be held accountable by law, a juristic act or generally accepted practice.
- Force majeure shall be deemed to exist, inter alia, if Qooqie is prevented from fulfilling its obligations arising from the agreement or the preparation thereof as a result of: internet malfunction, malfunction of e-mail traffic, malfunction of Qooqie's telecom provider, virus infection or computer break-in by third parties, power failure, weather conditions, natural disasters, traffic disruption, accidents, strikes, theft, fire, war, riots, terrorism, government measures, a lack of goods of the customer and errors in software or (online) services of third parties.
- Force majeure is also understood to mean a non-attributable shortcoming of Qooqie's suppliers or of third parties which Qooqie has engaged in the performance of the agreement.
- The parties may suspend the obligations arising from the agreement during the period of force majeure.
- Insofar as Qooqie has already partially fulfilled its obligations arising from the agreement or will be able to fulfil them at the time when the force majeure occurs, and independent value can be attributed to the part already fulfilled or to be fulfilled respectively, Qooqie is entitled to separately invoice the part already fulfilled or to be fulfilled respectively.
- In the event of force majeure, Qooqie shall notify the customer as soon as possible.
Article 26. Applicable law and competent courts
- All agreements are subject to Dutch law.
- All disputes relating to agreements between the customer and Qooqie shall be submitted to the competent court in the district where Qooqie has its registered office.