General Terms & Conditions

Date: 1st of November, 2020

These Terms and Conditions apply to all offers, agreements and Services provided by Alumio B.V., established in Groningen (The Netherlands) and registered with the Chamber of Commerce under registration number 71996451, hereafter referred to as ‘Alumio’.

1. Definitions

1.1 Alumio iPaaS: the data integration platform which is made available by Alumio to Customer via the internet (Platform-as-a-Service).  

1.2 Adapter: the connection between the IT systems of the Customer and third parties allowing Customer to import and export data. Import adapters retrieve data from third-party systems and export adapters take the received data, transform it into the format a third-party system expects, and send it to a third-party system.  

1.3 Agreement: The License Agreement and these Terms.  

1.4 Business Hours: hours between 9:00 and 17:00 on weekdays, excluding weekends, Dutch national holidays and days which Alumio has announced that it is closed.

1.5 Confidential Information: any and all information provided by one Party to the other in any form whatsoever, either orally or in writing, electronically or in print (i) that is marked as confidential, or (ii) which the parties should reasonably understand to be regarded as confidential. Trade secrets and pricing information of Alumio as well as personal data always qualify as confidential information.  

1.6 Customer: a natural person or legal entity that concludes an Agreement with Alumio in order to use Alumio’s Services.  

1.7 Implementation Partner: the partner engaged by the Customer to implement iPaaS on the IT systems of Customer.  

1.8 Effective Date: the date of execution of the Agreement as mentioned in the License Agreement.  

1.9 Intellectual Property Rights: all intellectual property rights and related rights, including but not limited to copyrights, database rights and know-how.

1.10 License Agreement: the agreement between Alumio and Customer to which these Terms apply, containing a description and pricing of Alumio iPaaS, Alumio’s Native Connector and/or any other software or Services.  

1.11 Alumio’s Native Connector: software of Alumio which enables the synchronization of data between the ERP (SAP/Microsoft Dynamics) and other software, like an eCommerce Platform.  

1.12 Offer: an offer made by Alumio in writing or orally containing the description and pricing of Alumio iPaaS and/or other software or Services.  

1.13 Services: all services provided by Alumio, including the making available of iPaaS, Alumio’s Native Connector and/or any other software as well as providing software development services to Customer.  

1.14 Terms: these general terms and conditions of Alumio.  

2. Conclusion of the Agreement

2.1 Unless indicated otherwise, Offers are without obligation. Alumio is allowed to withdraw the Offer within 48 Business Hours after Alumio has received Customer’s acceptance of an Offer.  

2.2 Alumio will send Customer the License Agreement after Customer has accepted Alumio’s Offer. The Agreement will be concluded when both parties have signed the License Agreement of Alumio. The Agreement will be executed starting from the Effective Date.

2.3 The applicability of any of Customer’s purchase or other terms are excluded.  

2.4 In the event of a conflict between any provisions, the following hierarchy applies:

  1. The License Agreement;
  2. These Terms;
  3. Other documents or terms agreed upon between parties.  

2.5 Customer is obliged to provide all information and cooperation necessary for a correct execution of the Agreement. In case Customer fails to do so, the Effective Date can be changed by Alumio.  

3. Implementation Partner and support

3.1 Before Customer is able to use Alumio iPaaS, the platform needs to be connected to other IT systems or platforms of the Customer. Customer needs to engage an Implementation Partner who is able to establish such connections, the so-called ‘Adapters’, with Alumio iPaaS.  

3.2 Customer is responsible for finding and engaging an Implementation Partner.  

3.3 Unless agreed upon otherwise Alumio provides support regarding Alumio iPaaS on a best effort basis during Business Hours.

3.4 When, in the opinion of Alumio, certain support requests fall within the responsibility of the Implementation Partner, Alumio will forward such support requests to Implementation Partner when reasonably possible.  

4. Adapters

4.1 In order for Alumio iPaaS to work correctly, the Implementation Partner is responsible for implementing the correct Adapters. Alumio is not responsible for the Adapters.  

4.2 Because Adapters connect with third-party systems, an Adapter may stop working correctly if the concerning third party makes changes to its systems. This will have a direct impact on the correct working of Alumio iPaaS. Alumio is not responsible for the correct working of the Adapters and is not obliged to repair Adapters.  

5. Use of Alumio iPaaS

5 Upon the Effective Date and subject to timely payment of the agreed upon fees, Alumio grants to Customer the right to use Alumio iPaaS made available by Alumio for a period as stated in the License Agreement. This right is limited to use by Customer within Customer’s company or legal entity.  

5.1 In order to use Alumio iPaaS, the Customer must have an account. Upon conclusion of the Agreement, the Customer will be provided with a primary account and login information (username and password) to access the Alumio iPaaS.  

5.2 The Customer must secure access to its account(s) by protecting the username and password against access by third parties. In particular the Customer must keep any login information strictly confidential.

5.3 Alumio endeavors to implement appropriate recovery measures in order to be able to recover functionality of Alumio iPaaS, should an incident occur. Due to the nature of Alumio iPaaS, Alumio is not able to make backups of data saved or transferred by Customer using Alumio iPaaS and therefore Customer is not entitled to claim restoration of data and/or back-ups unless otherwise agreed upon.

6. Use of Alumio's Native Connector

6.1 Upon the Effective Date and subject to timely payment of the agreed upon fees, Alumio grants to Customer the right to use   Alumio’s Native Connector made available by Alumio for a period as stated in the License Agreement. This right is limited to use by Customer within Customer’s company or legal entity.  

6.2 Alumio’s Native Connector is been delivered as a deployable package and can be installed by Alumio into Customers’ ERP or directed by Alumio when installed by Customers’ IT department or SAP partner. The Native Connector will enable the out-of-the-box available web services, which then needs to be mapped and configured to the default SAP installation and configuration, to meet the business process requirements of the Customer. Upon request, Alumio can adjust or expand these web services so they’re tailored to the Customers’ needs.

7. Development of software

7.1 Development always takes place under an agreement for services. If no specifications or design of the software to be developed have been provided before the agreement is entered into or no specifications or design are provided when the agreement is entered into, parties specify, by consultation and in writing, the software and/or website to be developed and the manner in which the software will be developed.

7.2 Unless otherwise agreed in the agreement, Alumio makes the software developed available to Customer for use on the basis of a user license and for the term of the agreement. The right to use the software is non-exclusive, non-transferable and non-sublicensable.  

7.3 The source code of the software is only made available to Customer if this has been agreed in on writing, in which case the Customer is entitled to modify the software.  

8. Intellectual Property Rights

8.1 All intellectual property rights to Alumio’s iPaaS, Alumio’s Native Connector and any other software made available by Alumio to Customer remain exclusively vested in Alumio or its licensors.  

8.2 Alumio indemnifies Customer against any claim of a third party based on the allegation that software developed by Alumio itself infringe an intellectual property right of that third party.  

9. Availability and maintenance of the Services

9.1 Alumio endeavors to keep its Services available. Alumio does not warrant uninterrupted availability.

9.2 Alumio uses its best efforts to perform maintenance with regard to its Services. Maintenance includes patches, updates and upgrades installed on Alumio’s sole discretion in order to increase performance and/or the security of the Services. Alumio endeavors to notify Customer in advance via email when planned maintenance will have an impact to the availability of the Services. When reasonably possible, Maintenance will take place when use of the Services is averagely low.

9.3 Alumio may from time to time change functionalities in its Services. Suggestions and feedback of the Customer are welcome, but ultimately Alumio will decide which functions will be added or changed.

10. Payment and prices

10.1 All prices are in euro and excluding VAT, unless the License Agreement states otherwise. Alumio will send Customer a digital invoice, containing the amount owed for the Services. Customer must pay invoices of Alumio within 14 days after the date stated in the invoice.  

10.2 If Customer should fail to pay the sums due or does not pay these on time, the statutory interest for commercial agreements (art. 6:119a Dutch Civil Code) is payable by Customer on any outstanding sum, without a reminder or notice of default being required.  

10.3 In the event Customer should be under a periodic payment obligation, Alumio may adjust the applicable prices and rates in writing with due observance of a period of at least three months. If, in the latter case, Customer does not want to accept the price adjustment, Customer is entitled to terminate the agreement by serving notice of termination in writing, within thirty days following the notification of the adjustment and effective from the date on which the new prices and/or rates would take effect.

11. Confidentiality

11.1 Customer and Alumio ensure that secrecy is observed with
respect to all information received from the other party of which information the receiving party knows or should reasonably know it is confidential. The party that receives
the confidential information may only use it for the purpose for
which it has been provided. Information is in any case deemed confidential if it has been designated as such by either party.

11.2 Customer acknowledges that software made available by Alumio
is always confidential in nature and that this software contains
trade secrets of Alumio.

12. Privacy and personal data

12.1 If Alumio performs activities for Customer as a processor as meant in article 4 paragraph 8 of the General Data Protection Regulation (GDPR), parties will enter into a separate data processor agreement.

13. Limitation of liability

13.1 The liability of Alumio for damages incurred by the Customer as a result of an attributable failure to comply with the Agreement or on any ground whatsoever, is limited per incident (whereby a series of related incidents counts as one incident) to a maximum amount that is equal to one time the agreed upon yearly license fee as specified in the License Agreement, up to a maximum of EUR 10.000,- on a yearly basis.  

13.2 The liability of Alumio for indirect damages, such as consequential loss, loss of earnings, missed savings, loss of (business) data and damage due to business stagnation, is excluded.

13.3 For there to be any right to compensation, the Customer must report the damages to Alumio in writing as soon as possible after the damage has occurred. Any claim for compensation shall be barred by the mere expiry of a period of six months after the damage-causing incident has occurred.

13.4 Liability on the part of Alumio for an attributable failure to comply with the Agreement only arises if the Customer gives Alumio proper notice of default in writing without delay, while providing it a reasonable term to remedy the failure, and Alumio remains in default as regards compliance with its obligations after that term as well.

14. Force majeure

14.1 Neither Party is obliged to comply with an obligation towards the other under the Agreement if it is prevented from doing so as a result of any anticipated or unanticipated outside cause that is beyond its reasonable control, and which causes the affected party to be unable to comply with the relevant obligation(s), (force majeure).

14.2 Such force majeure includes a circumstance that is not attributable to fault and that is not for Alumio’s account pursuant to the law, a legal act or in common opinion. Force majeure also includes in particular (but without limitation): domestic disturbances, network attacks, failure of the internet, measures as a result of COVID-19 or other viruses and events wherein Alumio’s suppliers for any reason prevent Alumio from being able to comply with the Agreement.

14.3 Each Party has the right to suspend compliance with its obligations under the Agreement during the period of force majeure. If this period exceeds ninety (90) days, each of the parties will have the right to terminate the Agreement.

14.4 In the event Alumio has already complied in part with an obligation under the Agreement at the time the situation of force majeure arises or will be able to comply with this obligation during this period of force majeure, and the part that has been or will be complied with has an independent value, Alumio will have the right to separately invoice the part that has already been complied with or that will be complied with. The Customer will be obliged to pay this invoice.

15. Duration and termination

15.1 The Agreement is concluded for the term mentioned in the License Agreement, starting from the Effective Date. At the end of each term, the Agreement is tacitly renewed with successive terms equal to the initial term. Each party may terminate the Agreement by the end of the initial or renewed term, with due observance of a notice period of three (3) months.

15.2 Upon termination or expiration of the Agreement, Customer will no longer be entitled to use agreed upon Services. In such event, any implemented Services must be deleted from Customers systems. On first request of Alumio, Customer will provide proof that it no longer uses or is no longer able to use the Services. Alumio is entitled to audit or have audits performed by third parties to check Customers compliance with this obligation. Such audit may take place within 5 business days following a notice of Alumio’s intent to perform such audit.  

16. Changes to the Agreement

16.1 Alumio is entitled to change these Terms, at any time provided it announces the proposed changes to the Customer at least thirty (30) days in advance.  

16.2 During the aforementioned term of 30 days, the Customer may object to the changes in writing. Alumio will then reconsider and withdraw the amendment if it considers the objection well-founded. However, if Alumio decides to implement the changes despite the objection, the Customer will have the right to terminate the Agreement as of the moment the changes enter into effect. Use of the Services after the date of effect shall constitute Customer’s acceptance of the changes.  

17. Miscellaneous

17.1 The Agreement shall be governed by Dutch law.  

17.2 All disputes related to the Agreement will be submitted to the competent Dutch court in Rotterdam.  

17.3 Alumio has the right to transfer its rights and obligations under the Agreement to a third party that acquires the business operations to which the Agreement is subject.