GENERAL TERMS AND CONDITIONS – FastPortalWe, FastPortal BV, offer the software FastPortal (the Software) in the Software-as-a-Service (SaaS) model. This means that we offer you (the User) access to the Software that has been developed by us over the internet. These are the general terms and conditions that apply to the use of the Software. If you have any questions about these general terms and conditions or the Software, do not hesitate to contact us through firstname.lastname@example.org.. We are entitled to modify these general terms and conditions. You agree that the most recent version of these general terms and conditions will apply. Agreements contrary to these terms and conditions will only apply if they have been accepted by us in writing. The original terms and conditions are written in the Dutch language and can be found at this link. In case of a conflict between the Dutch and English terms the Dutch terms prevail.
Article 1 – General
- These general terms and conditions shall apply to every offer and agreement that we conclude with you and also to all your use of the Software.
- By using the Software you agree with these general terms and conditions.
- We shall send you these general terms and conditions by email upon request free of charge. They shall also be available at: this link
- If a part of this Agreement is void or can be nullified, this shall not affect the validity of the rest of these general terms and conditions or the agreement to which they apply. The void or nullified part shall be replaced by a provision that corresponds as much as possible with the content of the void provision.
- All our offers and quotations shall be free of obligations, unless agreed otherwise. An offer in a quotation shall only apply to the specific underlying order (and not to any future orders).
- We may assume that all data that you provide to us are correct. We shall base our service, quotation and invoicing on this information.
Article 2 – Types of accounts and users
- A person or organisation (Subscriber) can use the Software to create a digital client environment in their own house style (Portal) by himself or with our assistance. A portal can be accessible through a subdomain of FastPortal.com (for example https://PortalName.fastportal.com) or through a domain owned or controlled by Subscriber (for example https://yourbrandportal.com).
- An account is always linked to a single Portal. It is therefore possible to have an account with the same email address with various Portals of separate organisations.
It is possible to distinguish four types of accounts, each with their own rights and obligations:
Employee Account/Employee: this type of account has the possibility, amongst others, to do the following with(in) the Portal:
- Add, edit and/or block Clients and/or reset their passwords;
- View, create, edit and/or delete documents, dossiers, invoices, messages, notes and other communication from, to and with Clients;
Administrator Account/Administrator: this type of account has all functionality of an Employee Account, but also the possibility to do the following, amongst others:
- Add, edit and/or block Employees and/or reset their passwords;
- Add, edit and/or delete Templates for services, invoices and products;
- Convert Employee Accounts to Administrator Accounts and vice versa;
- Edit various settings of the Portal, including the house style colours, texts, security settings, language preferences, currency preferences, payment options and menu options;
- Client Account/Client: Clients shall only have access to their own dossiers, files and other communication. Clients have limited options to edit their own preferences through their profile. Whether a Client has access to certain features is decided by the Administrators and Employees of the Portal;
- Main Client Account/Main Client: an Employee, Administrator or current Main Client can convert a Client to a Main Client. A Main Client can do everything that an ordinary Client can do, but he can also view and edit all documents, dossiers and communications of regular Clients linked to him.
- Employee Account/Employee: this type of account has the possibility, amongst others, to do the following with(in) the Portal:
- Unless explicitly stated otherwise, all terms and conditions in these general terms and conditions shall apply to all kinds of accounts.
- The Subscriber registers for a subscription that allows for the creation of a Portal and the various accounts. Subscriber shall therefore have the obligation to pay for the use of the Software.
Accounts can be created in the following ways:
- Employee accounts can only be created by an Administrator;
- Client accounts can be created by the client himself (providing Subscriber allowed this in the settings) or by an Employee, Administrator or Main Client;
- Main Client Accounts can be created by converting a Client Account. This can be done by an Employee, Administrator or Main Client;
- Administrator Accounts are created by converting an Employee Account to an Administrator Account. Only other Administrators can do this.
- After logging in you can see which type of account you have on your profile page.
Article 3 – Terms and conditions specifically for Subscriber and Administrator Accounts
- When Subscriber applies for or creates a Portal, Subscriber shall appoint at least one natural person as an Administrator. There should also be at least one natural person who acts as an Administrator at any moment.
- We consider all Administrators as fully entitled representatives of Subscriber. This means that we maintain contact with Administrators regarding the Portal and the subscription and that Subscriber and all Administrators shall observe the arrangements that we make with any Administrator. The Administrators shall also be responsible for executing the obligations of Subscriber or arranging the execution of the obligations of Subscriber.
- Unless agreed otherwise, the subscription to the Software can be cancelled with effect from the first of the month, with a period of notice of one month. Prepaid subscriptions or licences shall not be compensated in the event of a premature cancellation. Every Administrator can terminate the subscription.
- The Software is self-service software and therefore the Administrators shall be ultimately responsible individually and jointly for everything that happens with or in the Portal.
- The price shall exclude any expenses, VAT and other government levies.
- We shall be allowed to always adjust our prices and rates. The price adjustment shall become effective 30 days after its announcement.
- It is explicitly not allowed to style the Portal in such a way that it looks like an official site for an organisation/company/body without the explicit written permission of the organisation/company/body in question. In the event of a violation we shall always be entitled to block the Portal at once and proceed with deleting the Portal.
- We shall send an invoice to Subscriber every month. Subscriber shall always pay the invoices within 14 days after the invoice date.
- If you as Subscriber do not comply with your payment obligation in time, you shall automatically be in default. In that case you have to pay the statutory (commercial) interest plus 1% on the outstanding amount. The interest on the due and payable amount shall be calculated from the moment that you are in default until the moment that you pay the full outstanding amount.
You shall be automatically in default if you do not meet your payment obligation in time. In that case you shall have to pay all extrajudicial collection costs to us. In case of an outstanding amount of up to €267 these costs shall amount to €40. In case of a higher amount the maximum collection costs shall be as follows:
- 15% over the first €2,500;
- 10% over the remaining part, up to €5,000;
- 5% over the remaining part, up to €10,000;
- 1% over the remaining part, up to €200,000;
- 0.5% over the remaining part.
- As long as you are in default, we shall be allowed to block or delete all accounts with accompanying data (including those of Employees and (Main) Clients) fully or partly.
Article 4 – Use of FastPortal
- Your account, including the password through which you get access to the Software, is strictly personal. Only you are allowed to make use of the personal account. You are not allowed to give others access to the Software with your personal account.
- You shall keep your account details and password strictly confidential. You shall be liable for all actions that are carried out after you log in with your username and password.
- You shall be responsible yourself for the technical functioning and maintenance of your internet connection, internal network and all other IT systems that are necessary according to our system requirements for the use of the Software.
- We shall have the right to block a personal account. We shall do this when we have a reasonable suspicion that the law or this agreement is violated by one or more personal accounts. In addition, we reserve the right to attach other consequences to this abuse.
- We shall not have access to your Portal, accounts or data without permission of Subscriber. This means that only an Administrator, Employee or Main Client can replace a password for a Client and hence only an Administrator, Employee or Main Client can give a Client access again to the Software. The password of an Employee can only be replaced by an Administrator. This also means that when Subscriber loses the login credentials of all Administrators, we have no way to grant you access to your data.
- If you are a (Main) Client, you must contact an Employee or Administrator of the Portal if you have any questions or comments about the Software. Employees shall submit questions and comments to Administrators. Administrators are allowed to contact us by email for assistance. We do not offer support to persons or organisations with a (Main) Client or Employee Account.
- We have the technical possibility to convert an Employee Account to an Administrator Account. We shall use this possibility if a Subscriber states to have lost the password of all Administrator Accounts and when we think that it is sufficiently clear that Subscriber or a legal representative of Subscriber has submitted this request.
- We have the technical possibility to delete access restrictions on the basis of an IP address. We shall only do this if an Administrator who submits the request has a valid reason in our opinion.
- We have the technical possibility to remove two-factor authentication for specific accounts. We shall only do this if the Administrator who submits the request has a valid reason in our opinion.
- We have the technical possibility to block or unblock your account. We shall only do this if we have a valid reason to do this. If possible, we shall always inform you about our motives.
Article 5 – Availability and maintenance of FastPortal
- We shall see to it that you can use the Software during the time that we have a contract with Subscriber. We shall endeavour to have the Software available 24 hours a day, 7 days a week. We shall be responsible for the functioning and maintenance of the Software.
- We can make the software (partly) inoperative for maintenance. Administrators shall receive a notification from us 3 working days before the planned maintenance. Only in the event of an emergency we shall not send a notification.
- We shall retain the right to modify the Software and change, remove or add certain features or functionalities of the Software.
- We shall not guarantee that the Software is without errors. You must therefore inform us at once when the Software has a failure, such as an error message or failure of a functionality of the Software. You can do this by sending an e-mail to email@example.com. We shall then do our best to solve the issue as soon as possible.
Article 6 – Blocking and deleting data
- The Software is a paid service for which Subscriber pays. If Subscriber does not comply with his payment obligations, we shall restrict or fully block access to the Software. We shall also be allowed to fully remove a Portal, which means that all your data shall be deleted.
- Administrators, Employees and Main Clients shall also be allowed to block accounts temporarily or permanently. We shall not be responsible or liable for any loss suffered by you as a result of this.
- If a Subscriber has not paid an invoice in time, we shall block all Employee and Administrator Accounts on his Portal. If the invoice has not been paid after 30 days, we shall also block (Main) Client Accounts. If the invoice still had not been paid after another 30 days, we shall start the Deletion Procedure.
- A Subscriber may decide to not use our services anymore and cancel the subscription. When a Subscriber has stated that he wants to cancel his Portal, we shall inform all accounts that make use of this Portal that the Portal will be deleted and inform them about the procedure that will be followed by us. We shall start the procedure for removing a Portal on the date of cancellation.
The procedure for deleting a Portal (the Deletion Procedure) is as follows:
- On the date that we initiate the Deletion Procedure, you will receive an e-mail from us that will inform you about the situation, explain this Deletion Procedure and warn you that you will have to store all data that you want to keep at another location;
- The next three working days Employees and Administrators shall receive two emails each day with the same warning. We shall block all Employees and Administrators on the fourth working day after the Deletion Procedure has commenced;
- Until 30 days after the start of the Deletion Procedure it shall remain possible for (Main) Clients to back up their data. On the first day after this period we shall also block all (Main) Client Accounts;
- We shall subsequently keep all data on our servers until 60 days after the last account has been blocked, unless Subscriber has requested us to delete the data at once. After this last grace period of 60 days we shall delete all data irrevocably.
- We cannot reset any passwords during the Deletion Procedure. It is your own responsibility to take care that you safely keep your log-in data or that you request an Employee or Administrator to apply a reset in time.
Article 7 – Third partiesWe shall be allowed to have work (partly) carried out by third parties, if we consider this to be necessary for the sound implementation of the SaaS agreement. Section 404 of Book 7 of the Dutch Civil Code (implementation by a certain person), Section 407 of Book 7, paragraph 2 of the Dutch Civil Code (joint and several liability) and Section 407 of Book 7 of the Dutch Civil Code (death of a certain person) shall not apply.
Article 8 – Force majeureWe shall not be liable if we cannot fulfil the agreement with you as a result of force majeure. This also applies if you cannot fulfil the agreement as a result of force majeure. If the force majeure lasts longer than 3 working days, this agreement can be cancelled in writing. In that case there shall be no entitlement to compensation. We shall send you an invoice regarding the (not yet paid) period that you used the Software.
Article 9 – Intellectual property rights
- We (or our licensers or suppliers) are the exclusive owner of all current and future intellectual property rights, such as copyrights, trademark rights, model rights, patent rights, source code and know-how, which are connected with or result from the Software.
- You shall only obtain the right to use the Software. You shall not be entitled to claim the intellectual property rights referred to in paragraph 1. The right to use the Software shall not be exclusive and it shall not be allowed to transfer or license the right to use the Software.
Article 10 – Secrecy
We are obliged to keep all your confidential information secret. ‘Confidential information’ shall be defined as all information with regard to which you indicated that it is confidential or with regard to which the obligation of confidentiality arises from the nature of the information The following information shall in any case be considered to be confidential information:
- information related to research and development, business secrets or business information;
- personal data as referred to in the Personal Data Protection Act;
- all data entered by users in the Portal.
Article 11 – Liability
- You shall indemnify us against all claims of others on account of the data that you stored, collected or processed through the Software. We shall not be liable for the content of the data that you stored, collected or processed within the Software.
- We shall not be liable for the loss resulting from the unprofessional use of the Software.
- We shall only be liable for your direct loss that is directly and solely the result of a failure on our part.
- Our liability shall always be limited to the total of paid subscription or licence fees in the 12 months prior to the (alleged) loss, or the maximum amount that our insurer will pay.
- We shall be obliged to take care of a careful storage of the data originating from you. We shall not be liable for damage or loss of data that are stored with us or with third parties. We refer the reader to this link for our current security policy.
- The restrictions regarding liability included in this article shall not apply if the damage or loss can be attributed to wilful misconduct or gross negligence on our part.
Article 12 – Other provisions
- It is forbidden to use the Software for misleading, improper, illegal or immoral practices, including spamming, phishing and distributing banned materials.
- It is possible to make and receive payments with the Software. For this purpose we shall call in third parties who have the licences and infrastructure that are required for this (Payment Service Providers). We shall not be a party in any way in mutual financial transactions between users and therefore shall not accept any liability in the event of fraud, default of payment or other problems. Users shall always be responsible themselves for compliance with all relevant legislation regarding (online) payments.
- You shall not undertake any attempt to circumvent our security measures, including the installation of software on our servers, URL-hacking, DDOS-attacks, packet-sniffing or any other activity which can be described as “hacking”.
Article 13 – Applicable lawThis agreement shall be governed by Dutch law.
Article 14 – Competent courtThe District Court of Amsterdam.
This version of the terms is dated 7 April 2016.