General Terms and Conditions

These terms apply to business customers only. Chempros Solutions does not contract with consumers.

Article 1 — Definitions

• Chempros Solutions: Chempros Solutions B.V., Lylantse Plein 1, 2908 LH Capelle aan den IJssel, the Netherlands, Chamber of Commerce (KVK) number 42131788.
• Client: the legal entity or business that requests a quotation from, or concludes an Agreement with, Chempros Solutions.
• Agreement: any agreement between Chempros Solutions and the Client for the provision of Services.
• Services: the services Chempros Solutions itself provides and invoices, namely hosting of the EPY X environment, consultancy and training where these are agreed with Chempros Solutions, and first-line support.
• EPY: EPY S.r.l., Italy, the developer and licensor of EPY X.
• EPY Products: the EPY X software and the services EPY provides itself, including the user licence, maintenance, updates, second-line support, and implementation at the Client's premises.
• EPY Contracts: the user licence contract and the maintenance and assistance contract that the Client concludes directly with EPY.
• Client Data: all data the Client or its users store or process in the hosted EPY X environment.

Article 2 — Applicability

1. These terms apply to all quotations issued by Chempros Solutions and to all Agreements.
2. These terms do not apply to EPY Products. EPY Products are supplied by EPY under the EPY Contracts and EPY's own terms; EPY invoices them directly to the Client. Chempros Solutions is not a party to the EPY Contracts.
3. The applicability of the Client's purchasing or other general terms is expressly rejected.
4. In case of conflict, the following order of precedence applies: (a) the Agreement or accepted quotation, (b) a data processing agreement, where concluded, as regards the processing of personal data, (c) these terms.
5. If any provision of these terms is void or annulled, the other provisions remain in force. The parties will replace the provision with one that comes as close as possible to its purpose.

Article 3 — Services and obligations of the Client

3.1 Hosting

Chempros Solutions hosts the Client's EPY X environment and makes it available over the internet. Chempros Solutions will make reasonable efforts to keep the environment available and to carry out maintenance, where possible, outside office hours.

3.2 First-line support

First-line support covers questions about the use of EPY X, its installation, and references to the applicable regulations. It is provided free of charge to Clients with a valid EPY X user licence obtained through Chempros Solutions. Technical malfunctions are escalated to EPY, which provides second-line support under the EPY Contracts.

3.3 Consultancy and training

Consultancy and training are provided by Chempros Solutions only where this is agreed in writing with Chempros Solutions. Where EPY provides consultancy, training or implementation, EPY's terms apply.

3.4 Nature of the obligation

Chempros Solutions performs the Services to the best of its ability (obligation of means, inspanningsverplichting), unless a specific result has been expressly agreed in writing. The Client remains responsible for the content of its safety data sheets, labels, classifications and notifications, and for checking them before use or submission.

3.5 Obligations of the Client

• The Client provides complete and accurate data and information in good time, and gives the cooperation reasonably needed to perform the Services.
• The Client keeps login details confidential and is responsible for the use of its accounts.
• The Client complies with the EPY Contracts.

3.6 Personal data

Where Chempros Solutions processes personal data on the Client's behalf in the hosted environment, it does so as a processor. The parties will conclude a data processing agreement for this purpose.

Article 4 — Fees and payment

1. Fees for the Services are set out in the quotation or Agreement and are exclusive of VAT.
2. Chempros Solutions invoices the Services as set out in the quotation or Agreement.
3. Invoices from Chempros Solutions must be paid within 30 days of the invoice date, unless otherwise agreed in writing.
4. If the Client does not pay on time, it is in default without a reminder being required. From that moment the Client owes the statutory commercial interest (article 6:119a of the Dutch Civil Code) and the extrajudicial collection costs in accordance with Dutch law.
5. Invoices from EPY for EPY Products are governed by the EPY Contracts and the rules applicable to EPY, not by this article.

Article 5 — Liability

1. The total liability of Chempros Solutions for damage arising from or in connection with an Agreement is limited to the amount Chempros Solutions has invoiced to the Client under that Agreement in the twelve (12) months before the event causing the damage.
2. Chempros Solutions is not liable for indirect damage, including consequential loss, lost profit, lost savings, loss of data, damage due to business interruption, and fines or recall costs resulting from the content of safety data sheets, labels or notifications.
3. Chempros Solutions is not liable for EPY Products, including malfunctions, updates or the regulatory content of the software. Claims concerning EPY Products must be addressed to EPY under the EPY Contracts.
4. The limitations in this article do not apply in the event of intent or deliberate recklessness on the part of Chempros Solutions' management.

Article 6 — Term and termination

1. Agreements for continuing Services, such as hosting, are concluded for one (1) year.
2. Unless terminated in writing no later than three (3) months before the end of the current term, the Agreement is automatically renewed for one (1) year each time.
3. Either party may terminate the Agreement with immediate effect by written notice if the other party is declared bankrupt, is granted a suspension of payments, or materially fails to perform its obligations and has not remedied this within 30 days of a written notice of default.
4. On termination of the hosting, Chempros Solutions will make the Client Data available for export at the Client's request within a reasonable period after the end date, to be agreed with the Client,, and will then delete it, unless the law requires otherwise.

Article 7 — Confidentiality

1. Both parties keep confidential all information they receive from each other that is designated as confidential or of which they should reasonably understand that it is confidential, including formulations, product data and Client Data.
2. This obligation does not apply to information that is publicly available, that a party already lawfully had, or that a party must disclose by law or court order.
3. The confidentiality obligation continues after the end of the Agreement.

Article 8 — Governing law and disputes

1. Agreements with Chempros Solutions and these terms are governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
2. Disputes are submitted exclusively to the competent court of the District Court of Rotterdam (Rechtbank Rotterdam), the Netherlands.
3. The law and forum applicable to EPY Products are determined by the EPY Contracts.