1. Definitions
In these General Terms and Conditions, the following terms are defined as:
Agreement: The agreement between Provider and Customer regarding the delivery of the Service.
App: The native Apple Enzo application, available via the Apple App Store.
Customer: The natural person or legal entity entering into an Agreement with Provider.
Defect: A demonstrable malfunction in the Service causing it to not function in accordance with the agreed Functionality.
Emergency Maintenance: Maintenance that must be carried out immediately to prevent or resolve security incidents or serious disruptions.
Functionality: The features and capabilities of the Service offered by Provider.
General Terms and Conditions: These general terms and conditions.
Maintenance Window: Non-Business Days.
Service: The Enzo software offered by Provider as SaaS, accessible via the internet (HTML application) and/or the App.
Service Window: All time, excluding the Maintenance Window and time required for Emergency Maintenance.
Support: Assistance provided by Provider during Business Hours regarding use of the Service, expressly excluding support for hardware such as payment terminals and receipt printers.
User: A user of the Service authorised by Customer.
Provider: Enzo B.V., registered at Oudezijds Achterburgwal 136, 1012 DV Amsterdam, registered with the Chamber of Commerce under number 72610549, or its legal successor.
Business Hours: Monday through Friday, 09:00 to 17:00 (Dutch time), excluding Dutch public holidays.
Business Days: Monday through Friday, excluding Dutch public holidays.
2. Applicability and Formation of Agreement
2.1 These General Terms and Conditions apply to all Agreements between Provider and Customer.
2.2 The Agreement is formed by:
2.3 By entering into the Agreement, Customer declares acceptance of these General Terms and Conditions.
2.4 The applicability of any general terms and conditions of Customer is expressly rejected.
3. Delivery of the Service
3.1 The Service is delivered as Software as a Service (SaaS). Customer does not acquire ownership rights or a licence to the underlying software, but solely a non-exclusive right of use for the duration of the Agreement.
3.2 Hosting of the Service is included.
3.3 Customer shall not use the Service in a manner that may cause damage, security risks, excessive load or disruptions.
3.4 Provider applies a fair use policy and is entitled to take measures in cases of excessive use.
3.5 Customer is responsible for careful management of login credentials and use by Users.
3.6 Customer shall use only software, browsers and hardware designated by Provider.
3.7 Provider is never responsible for defects in hardware. Customer must contact the hardware supplier for such matters.
3.8 Customer is responsible for its own infrastructure, internet connection and at least one fixed IP address.
3.9 Provider aims for an availability of 99.9% per calendar year within the Service Window.
3.10 Provider creates backups solely for internal continuity purposes. Customer has no right to restoration from backups.
4. Support, Updates and Upgrades
4.1 Support is provided on a best-effort basis during Business Hours.
4.2 A Defect will only be handled if it is demonstrable and reproducible.
4.3 Provider may implement temporary solutions where necessary.
4.4 Updates and upgrades are carried out within the Maintenance Window.
4.5 Provider maintains a roadmap; no rights may be derived from it.
4.6 Customer is responsible for updating the App in a timely manner.
5. Intellectual Property
5.1 All intellectual property rights relating to the Service vest in Provider or its licensors.
5.2 Customer obtains only a limited, non-transferable right of use for internal purposes.
6. Prices, Billing and Payment
6.1 All prices are exclusive of VAT.
6.2 Provider is entitled to index prices annually as of 1 January.
6.3 Invoicing takes place monthly in arrears. Payment must be made within 30 days.
6.4 Provider is entitled to suspend the Service in the event of late payment.
7. Duration and Termination
7.1 The Agreement is entered into for an indefinite period.
7.2 Provider is entitled to terminate the Agreement with immediate effect in the event of default, insolvency or misuse.
7.3 Following termination, Customer retains access to the backend for three (3) months to export data.
8. Liability
8.1 Provider's total liability is limited to the amount paid by Customer in the month preceding the event giving rise to the damage.
8.2 Provider is not liable for indirect damage, consequential damage, loss of profit or business interruption.
8.3 These limitations do not apply in cases of intent or wilful recklessness on the part of Provider's senior management.
9. Force Majeure
9.1 Provider is not obliged to perform in the event of force majeure.
9.2 If force majeure persists for more than ten (10) days, Customer may dissolve the Agreement out of court without any right to compensation.
10. Confidentiality
10.1 Parties are obliged to keep confidential information strictly confidential.
10.2 Confidentiality obligations remain in force after termination of the Agreement.
11. Personal Data (GDPR)
11.1 Customer acts as data controller; Provider acts as processor.
11.2 Provider processes personal data solely on Customer's instructions.
11.3 This article serves as a basic data processing agreement within the meaning of the GDPR.
12. Transfer of Rights
12.1 Customer may not transfer rights and obligations without Provider's written consent.
12.2 Provider may freely transfer rights and obligations.
13. Applicable Law and Jurisdiction
13.1 The Agreement is governed by Dutch law.
13.2 Disputes shall be submitted exclusively to the competent court in Amsterdam.
14. Use of Artificial Intelligence (AI)
14.1 Provider may make use of automated systems and artificial intelligence to support its service delivery, including but not limited to support, analysis and optimisation of the Service.
14.2 Outcomes produced (in part) by AI are informational and advisory in nature. Customer remains solely responsible at all times for decisions made on the basis of such information.
14.3 Provider does not guarantee that AI-generated output is entirely error-free, complete or up to date, and is not liable for damage arising from its use, except in cases of intent or wilful recklessness.