Terms & conditions

Version 1.1

This document contains the terms and conditions (version 1.1) of the trading names iQtronics and Car-L, established in Landhorst, hereinafter referred to as ‘Car-L’, and registered with the Chamber of Commerce in Eindhoven under number 60272783. These terms and conditions include clauses limiting liability.

Article 1 – Definitions

Offer: any written proposal by Car-L with the aim of concluding an Agreement between the Parties.
Consumer: a natural person who is not acting in the course of a business or profession.
Service(s): all services provided by Car-L to the Client, including any work of any kind carried out by Car-L.
Defect(s): the Software failing to meet, fully or correctly, the agreed use, including but not limited to bugs, and any imperfection of the Product. A ‘bug’ does not include the Software malfunctioning in future versions of the Operating System (e.g. Windows).
Client: the legal entity or Consumer purchasing a Service from Car-L.
Agreement: any written acceptance of an Offer creating a legal relationship between the Parties; including but not limited to additional, amended and/or follow-up orders.
Party/Parties: Car-L and/or the Client individually (‘Party’) or jointly (‘Parties’).
Product(s): all products offered on Car-L’s website supplied by Car-L to the Client, including but not limited to the TCIP/IP cameras and TCP/IP relay board matching the licence plate recognition system, forming part of the agreed Services.
In writing: communication by letter, email or other common electronic means.
Software: the programs and applications developed and/or supplied by Car-L itself for licence plate recognition systems and other access control, including but not limited to QR code readers, forming part of the agreed Services.
Update(s): a subsequent version of the Software in which Defects have been fixed and/or the operation of the Software has otherwise been improved.
Upgrade(s): a subsequent version of the Software featuring predominantly new or amended functionality, whether or not released under a different name.
Fee: the amount, in money and excluding VAT, owed by the Client to Car-L for the Services supplied by Car-L.

Article 2 – Applicability

These terms and conditions apply to every Offer made by Car-L and to every Agreement between Car-L and the Client.
Before a distance Agreement is concluded, the Client is given access to these terms and conditions. If this is not reasonably possible, Car-L will indicate to the Client how these terms and conditions can be viewed.
If a distance Agreement is concluded with a Consumer, Car-L will comply with the statutory provisions for such agreements (Sections 230m to 230v of Book 6 of the Dutch Civil Code).
The Client’s general (purchasing) terms and conditions are expressly not applicable.
These terms and conditions also apply to additional, amended and follow-up orders agreed between the Parties.
If one or more provisions of these terms and conditions are partly or wholly void or voided, the remaining provisions remain in force, and the Parties agree that the void/voided provision will be replaced by a provision with the same purport as the original provision.
Any ambiguity regarding the content and/or interpretation of (articles of) these terms and conditions must be assessed and interpreted in line with the spirit of these terms and conditions.
The rights and obligations arising from the Agreement between the Parties may not be transferred by the Client to a third party unless Car-L grants express prior consent to the Client. In that case, Car-L is at all times free to attach further conditions to this.
Where these terms and conditions refer to she/her, this should also be read as a reference to he/him and vice versa, where applicable.
In these terms and conditions, the singular is deemed to also include the plural and vice versa.
If Car-L has not always required strict compliance with these terms and conditions, it retains at all times the right to demand compliance, in whole or in part, with these terms and conditions.
In the event of any conflict between provisions in the following documents, the following order of precedence applies (from high to low):
1. The Agreement concluded between the parties;
2. The data processing agreement (if applicable);
3. These terms and conditions.
Where and insofar as the data processing agreement contains provisions that are additional to or deviate from these terms and conditions, the provisions of the data processing agreement prevail.

Article 3 – Pricing and the Offer

Car-L does not guarantee the accuracy of the information stated on the website www.car-l.nl. The site is intended to indicate the Services that can be supplied. Prices and specifications may be changed without prior notice.
All prices are stated in euros and shown both excluding and including value added tax (VAT), but excluding shipping costs and any cross-border taxes. Shipping costs will be disclosed to the Client at the latest when the Agreement is concluded.
Car-L determines the manner of packaging and shipping as well as the type of packaging material used. Packaging is not taken back by Car-L, unless the Parties have agreed otherwise in writing.
Car-L’s prices are based on the cost factors applicable at the time the Agreement is concluded.
If incorrect prices are stated on Car-L’s price lists, order confirmations or quotations, Car-L reserves the right to still charge the Client the correct price. In that case, the Client is entitled to rescind the Agreement in writing within 5 (in words: five) working days. The Client must notify Car-L of the rescission within the aforementioned period. In that case, the Client must return the Services already supplied by Car-L to Car-L. The costs of doing so are borne by the Client. Car-L reserves the right to charge a re-stocking fee of 25% (in words: twenty-five per cent) of the purchase price, with a minimum of €10 (in words: ten euro) excluding VAT.
Every Offer made by Car-L is without obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid subject to specific conditions, this will be expressly stated in the Offer.
Car-L is only bound by an Offer if its acceptance by the Client is confirmed in writing within 30 days and Car-L has received the fully completed order form from the prospective Client. Nevertheless, Car-L has the right to refuse an Agreement with a prospective Client for a reason valid for Car-L. Car-L will promptly inform the Client of this reason.
The Offer contains a description of the Services offered. The description is sufficiently detailed to enable the Client to make a proper assessment of the Offer.
Mistakes or errors in the Offer that are, or should reasonably have been, apparent to the Client cannot bind Car-L. The Client cannot derive any rights from such a mistake or error.
Any images in the Offer are indicative only and cannot form grounds for any compensation or for rescinding the Agreement.
All offers are furthermore made on the basis of the information provided by the Client. Offers lapse if the Client’s information is incorrect or incomplete. In that case, Car-L is entitled to charge the Client the reasonable costs incurred in preparing the Service(s).
Delivery periods in Car-L’s offer are indicative and, if exceeded, do not give the Client any right to rescission or compensation, unless a period has explicitly been designated as a strict deadline.
A composite quotation does not oblige Car-L to deliver part of the items included in the Offer or quotation for a corresponding part of the stated price.
Car-L is never obliged to supply Services, unless the Parties have reached written agreement.

Article 4 – Formation of the Agreement

The Agreement is formed at the moment Car-L has received the Client’s acceptance of an Offer, or an explicit and unambiguous agreement by email from the Client, and Car-L has confirmed this by email. Car-L mainly uses electronic communication. The Parties therefore expressly agree that the Agreement is formed electronically (at a distance). The absence of an electronic signature does not affect the binding force of the offer and acceptance.
Any additional arrangements and/or commitments are only binding if Car-L has recorded them in writing and confirmed them to the Client in writing.
If the Agreement is entered into by multiple Clients, each Client is individually and jointly and severally liable for the performance of all obligations arising from the Agreement.

Article 5 – Duration, cancellation and termination of the Agreement

Agreements are entered into for an indefinite period, unless agreed otherwise in writing.
The Agreement ends upon completion of the Service(s).
In the event of early termination by the Client, Car-L is entitled to charge the Client for costs incurred and income foregone.
In the event of liquidation, suspension of payment, bankruptcy of the Client or attachment against the Client – insofar as such attachment is not lifted within 3 (in words: three) months – or debt restructuring or another circumstance as a result of which the Client can no longer freely dispose of its assets, Car-L is free to terminate the Agreement immediately and cancel outstanding Services and/or Products, without any obligation on the part of Car-L to pay any compensation to the Client. Car-L’s claims against the Client are then immediately due and payable.
If Car-L terminates the Agreement, Car-L will, in consultation with the Client, arrange for the transfer to a third party of any work still to be performed, unless the termination is attributable to the Client. If the transfer of work involves additional costs for Car-L, these costs will be charged to the Client. The Client must pay these costs to Car-L within the period set for doing so.
If the Client cancels part of the Agreement, the items ordered or prepared for that purpose, together with any related supply, removal and/or delivery costs and the working time reserved for performing that part of the Agreement, will be charged to the Client.

Article 6 – Performance of the Agreement

Car-L will make efforts to perform the Agreement with the greatest possible care, as may be expected of a good contractor. All Services are performed on a best-efforts basis, unless a result has been explicitly and extensively described and agreed in writing.
When performing the Services, Car-L is not obliged to follow the Client’s instructions if this would change the content or scope of the agreed Services. If the instructions result in additional work for Car-L, the Client is obliged to reimburse the resulting additional costs in accordance with Car-L’s agreed hourly rate.
Car-L is entitled to engage third parties at its own discretion for the performance of the Services.
The Client may make changes to the scope of the Services purchased.
1. The Client may make changes to the scope of the Services purchased. Such changes are carried out in accordance with the applicable cancellation terms. A reduction in the volume purchased does not affect the payment obligation for work already delivered or scheduled.
2. Insofar as the scope of the Services purchased is increased by the Client, the resulting additional costs are borne by the Client. The Client will be informed of this as soon as possible. Car-L is at all times entitled to refuse an increase in the scope of the Service(s), unless agreed otherwise.
Car-L is entitled, but never obliged, to examine the accuracy, completeness or coherence of the source materials, requirements or specifications made available to it, and, upon identifying any imperfections, to suspend the agreed work until the Client has resolved and/or corrected the relevant imperfections.
Car-L may draw up advice, a plan of approach, planning and/or reporting for the Service(s). The content of these is not binding and merely advisory in nature, though Car-L will observe the duty of care incumbent on it. The Client is itself responsible for the consequences of following or not following the advice.
The Parties enter into the Agreement based on all available information, including but not limited to all characteristics, functionalities and properties of the Software. If the arrangements made on the basis of this information prove too limited to meet the Agreement, the Parties must consult and adjust the arrangements and/or the Agreement accordingly.
Car-L is only obliged to bear the risk of the cost of adjustments if there is intent and/or gross negligence on the part of Car-L.
Car-L will at all times make efforts to ensure that the Service(s) offered comply with applicable laws and regulations. If Car-L has reasonably and demonstrably made efforts to ensure that the Service(s) offered comply with applicable laws and regulations, Car-L cannot be held liable for damage suffered or still to be suffered by the Client as a result of failing to comply in time with applicable laws and regulations.

Article 7 – Client’s obligations

The Client is obliged to provide, in a timely manner and/or before work commences and in the required form, all information requested by Car-L for the proper and efficient performance of the Agreement. Car-L will clearly indicate which information is required and within what timeframe. Failing this, Car-L is entitled to charge the Client for the working hours lost in accordance with the agreed rate. If the Parties have not agreed a standard (hourly) rate, Car-L is entitled to charge a market-conform rate.
Car-L is not obliged to verify the accuracy and/or completeness of the information provided to it, nor to update the Client if that information changes over time.
If necessary for the performance of the Agreement, Car-L may request additional information. Failing this, Car-L is entitled to suspend its work until the information has been received, without being liable to pay any compensation whatsoever to the Client, unless the lack of the required information was not reasonably foreseeable for the Client. In the event of changed circumstances, the Client must inform Car-L of this as soon as possible after becoming aware of the change.
The nature of the services means that the result also depends on external factors that may affect the development of the Software, such as the quality, accuracy and timely supply of the required information and data by the Client and/or its employees. The Client is responsible for the quality and for the timely and correct supply of the required data and information.
The Parties declare that effort, transparency and close cooperation between the Parties are required to properly complete a development process. The Client acknowledges and declares that it has a duty to cooperate in order to successfully complete a development process. This duty to cooperate includes, but is not limited to, the timely payment of the agreed advance payment.
If the Client fails to comply with its duty to cooperate, Car-L is not liable for damage suffered or still to be suffered by the Client.
If a strict delivery deadline has been agreed and this deadline is at risk of not being met due to a delay attributable to the Client, Car-L is not deemed to be in default as a result of exceeding this deadline.
If the Client provides Car-L with electronic files or data carriers, the Client guarantees that these are free of viruses and defects.
The Client is entirely responsible for the choice, use, application, installation and maintenance of Products and/or Services supplied by Car-L. The Client is itself responsible for compliance with safety standards and the use of additional detection systems in connection with the use, application, installation and maintenance of Products and/or Services supplied by Car-L, in order to prevent damage to third parties including but not limited to persons and vehicles.
If ownership of a Product has not yet passed to the Client, the Client will handle and use the relevant Product with due care and in accordance with any (other) usage instructions of Car-L or its suppliers.
The Client will notify Car-L directly in writing if any part of the Products is lost or damaged.
The Client is obliged to inspect the Products upon receipt and to report any defects to Car-L immediately.
The Client is itself responsible for making backups. Loss of data is at the Client’s expense and risk.
The Client is furthermore itself responsible for the proper security of its own devices on which the Software is/will be installed, including but not limited to the security of passwords and more.
The Client acknowledges that Car-L cannot guarantee compatibility and stability where the Client uses Car-L’s Software without one of Car-L’s other Products, including but not limited to TCIP/IP cameras.

Article 8 – Delivery and delivery period

The Software is supplied “As Is” and may only be used on the basis of a valid user licence, in the form of a USB licence dongle or other hardware-bound licence, and always 1 (in words: one) per PC.
Car-L will only ship the Services and/or Products to be supplied to the Client to the address stated by the Client on the order form once the Client has met its payment obligations under the Agreement.
The Client may request that the Services and/or Products be delivered in a manner other than Car-L’s usual method. Car-L will charge the Client the costs associated with this.
The Client declares that it will ensure that delivery of the Services and/or Products is accepted at the agreed address on the agreed day and time. The costs of any second delivery attempt will be charged to the Client.
Delivery periods are not strict deadlines, unless explicitly agreed otherwise in writing. In the event of late delivery, the Client must give Car-L written notice of default, granting Car-L a reasonable period to still fulfil its obligations under the Agreement.
The delivery times stated by Car-L commence at the moment the Agreement is formed.
If the Client must give its approval, Car-L is entitled to suspend performance of the Agreement until the Client has given its approval.
Car-L will make efforts to deliver the Services and/or Products within the agreed period, insofar as this can reasonably be required of it. If there is urgency, the Client is obliged to reimburse Car-L for the additional costs involved.

Article 9 – Passing of risk

The risk of theft and loss, misappropriation or damage to Services and/or Products supplied in the course of performing the Agreement passes to the Client as soon as the Services and/or Products have been delivered to the address stated on the order form. If the Services and/or Products to be delivered are offered at the specified delivery address in vain, or are delivered to a collection point, the risk passes to the Client at the moment the Services and/or Products were offered in vain or delivered to the collection point, as the case may be.

Article 10 – Warranties

Car-L will make efforts to ensure the Services and/or Products supplied meet reasonable requirements of soundness and workmanship, in line with the standards applicable in the industry. Any warranties apply only if agreed in writing.
Car-L does not warrant that the Software will function without errors or interruptions. Remedying defects is limited to components developed by Car-L itself.
The Client can only invoke an agreed warranty if it has fully complied with its payment obligations.
Unless explicitly stated otherwise, the standard factory warranty issued by Car-L applies to all Products supplied by Car-L.
Warranty applies where a Product fails to function properly within the applicable warranty period and has been used under the conditions advised by the manufacturer. Car-L applies the manufacturer’s warranty terms and warranty period. This warranty period is standard 1 (in words: one) year. The warranty period commences at the time of delivery of the Product(s). The delivery note is decisive.
If there is a justified claim under warranty, Car-L will, at its own discretion, proceed with repair or (equivalent) replacement, depending on the manufacturer’s warranty terms. If Car-L establishes that there is no defect, administration, investigation and transport costs of €25 (in words: twenty-five euro) excluding VAT will be charged to the Client.
Any additional compensation is limited to what is set out in Article 17 (Limitation of liability).
The warranty does not apply where the defect is due to:
1. improper use by the Client and/or its employees;
2. damage caused by the Client and/or its employees;
3. theft;
4. negligence by the Client and/or its employees;
5. wear and tear through normal use.
Car-L reserves the right to inspect in advance all Products offered under warranty for damage and other defects. The right to warranty lapses if the damage and/or defects are, wholly or in part, the result of improper use or incorrect handling by the Client and/or its employees, or are otherwise attributable to the fault of the Client and/or its employees.
The warranty does not cover the recovery of lost or corrupted data. Where agreed, Car-L may assist with this, but is not obliged to do so.
If there is a defect for which Car-L is obliged to remedy, Car-L is entitled – where necessary – to first implement a temporary solution. Structural repair will follow within a reasonable period.
The return of Products offered under warranty is at the Client’s expense and risk. The Client must package such Products properly for transport. The Client is itself responsible and liable for damage and/or loss during transport to Car-L. Car-L bears the shipping costs for returning the repaired Product to the Client if the Product falls within the warranty period.
Car-L applies the RMA procedure described in Article 11 for returning Products that fall within the warranty period.
Products offered to Car-L within the warranty period without a copy of the packing slip or invoice will be processed but will be regarded as falling outside the warranty period.
Where the Client keeps the Products, the Client thereby acknowledges that it irrevocably and fully accepts the Products. The warranty provisions remain fully in force in that case.
Products specially manufactured for the Client, including but not limited to bespoke software, are not taken back by Car-L. The same applies to Products specially ordered for the Client.

Article 11 – RMA (Return Material Authorisation)

The RMA procedure must always be followed in the event of a return shipment to Car-L. This applies both to Products within and outside the warranty period. This procedure also applies to so-called commercial returns. How to request an RMA number is stated on Car-L’s website (www.car-l.nl) under the “RMA” link.
Products returned within the warranty period are handled as described in Article 10 (Warranties).
Products returned outside the warranty period are, at the Client’s request, examined and assessed by Car-L to determine whether repair is still possible and/or worthwhile. If so, the Client will then receive a quotation from Car-L for the repair or replacement costs. If no repair order and/or replacement follows, Car-L will charge at least the administration, investigation and transport costs of €25.00 (in words: twenty-five euro) excluding VAT.
Commercial returns, such as an incorrect order, a duplicate or incorrect delivery that the Client cannot verify upon delivery, will, provided certain conditions are met and if Car-L decides it is able to grant this commercial accommodation, be treated as a commercial RMA. In that case, the Client may ask Car-L to take back the shipment. The Client must place a new order itself for the correct Services and/or Products.
Commercial return shipments are also allocated an RMA number. This number can be requested by the Client within 7 (in words: seven) working days of the invoice date. The Products to be returned must be back in Car-L’s possession within 10 (in words: ten) working days of the delivery date. A separate request must be submitted per different item number. If the reason for the request for a credit note is not attributable to Car-L, restocking costs will be charged to the Client. Restocking costs amount to 25% (in words: twenty-five per cent) of the net purchase value of the relevant Product, with a minimum of €10.00 (in words: ten euro) excluding VAT. If Products are damaged, Car-L will deduct the repair costs or the value of the product, whichever is applicable, from the amount to be credited. Car-L applies whichever of these two amounts is the lowest.
Products returned without an RMA number will not be processed by Car-L.

Article 12 – Software errors, Updates and Support

Car-L fixes errors, so-called ‘bugs’, and carries out updates solely and exclusively in relation to the programs and applications developed and/or supplied by Car-L itself. Bugs are always fixed by Car-L free of charge, whereby the Software malfunctioning in future versions of the Operating System (for example a Windows update) is excluded.
Updates within the warranty period are free of charge. After the warranty period, the Parties may agree that Car-L will supply a new version (Upgrade) of the Software previously supplied by Car-L to the Client at a reduced rate.
Car-L takes care of the implementation of Updates and/or Upgrades. The Client is under no circumstances free to refuse Updates, unless agreed otherwise in writing.
Car-L is not obliged to provide the Client with a physical carrier containing the Software to be supplied.
Car-L provides remote support only, for resolving faults. Car-L does not offer a back-up or 24-hour service.

Article 13 – Payment and consequences of non-payment

13A. Default and debt collection

The Client cannot derive any rights from a budget provided in advance, unless the Parties have explicitly agreed a fixed price in writing for the Services and/or Products.
Car-L invoices exclusively digitally.
Payment must be made within 30 days of the invoice date at the latest, or by prepayment in a manner specified by Car-L and in the currency in which the invoice was issued, unless agreed otherwise in writing.
All payments by the Client are made without any discount, suspension or set-off, unless expressly agreed otherwise in writing.
If the Client fails to meet its payment obligation and has not paid within the stipulated payment period, the Client is automatically in default, without any further notice of default being required. From the day on which the default commences, the Client owes interest of 3% (in words: three per cent) per month on the outstanding amount until the date of full payment. If the statutory (commercial) interest rate is higher at the time the Client defaults, the Client owes the statutory (commercial) interest rate.
From the date the Client is in default, the Client is obliged to reimburse all judicial and extrajudicial (collection) costs incurred by Car-L. Where Car-L has incurred more costs than are reimbursed by law, the Client is obliged to reimburse Car-L for the costs actually incurred by Car-L. The Client owes interest on the extrajudicial (collection) costs due. Reimbursement of the costs incurred is not limited to any costs order made by a court.
Car-L may send one or more payment reminders or notices in the event of non-payment. Sending these does not affect the default referred to in paragraph 1. If payment subsequently remains outstanding, Car-L reserves the right to hand the claim over to a debt collection agency. All (extra)judicial costs involved are entirely for the Client’s account.
Objections to the amount of an invoice do not suspend the Client’s payment obligation. A Client who cannot invoke Division 6.5.3 (Sections 231 to 247 of Book 6) of the Dutch Civil Code is likewise not entitled to suspend payment of an invoice for any other reason.

13B. Suspension, termination and consequences

Car-L has the right to retain any data, data files, software and more received or produced by it, if the Client has not (fully) met its payment obligations.
Car-L is entitled to suspend the performance of its obligations under the Agreement, or to terminate the Agreement, as soon as the Client is in default in performing any obligation arising from the Agreement, including but not limited to paying the agreed Fee. The suspension or termination will be promptly confirmed to the Client in writing. In that case, Car-L is not liable for damage of any kind arising from the suspension of its work or the termination of the Agreement.
Car-L is likewise entitled to suspend the performance of its obligations under the Agreement, or to terminate the Agreement, in the following cases:
1. where circumstances that come to Car-L’s attention after the Agreement was concluded give good grounds to fear that the Client will not fulfil its obligations under the Agreement;
2. where the Client was asked, when the Agreement was concluded, to provide security for the fulfilment of its obligations under the Agreement, and this security is not provided or is insufficient;
3. where, due to delay on the Client’s part, Car-L can no longer be required to fulfil the Agreement on the originally agreed terms;
4. where circumstances arise of such a nature that performance of the Agreement is impossible, or where other circumstances arise such that Car-L cannot reasonably be required to maintain the Agreement unchanged.
In the event of termination or suspension due to non-payment, Car-L is likewise entitled to render inaccessible, destroy, or no longer (continue to) make available to the Client, Services already delivered but not yet fully paid for, or the results thereof. This power applies only insofar as it does not conflict with mandatory statutory legislation or statutory retention obligations. The Client cannot make any further claim in this regard.
In the event of termination of the Agreement, Car-L’s claims against the Client are immediately due and payable. In the event of suspension of its obligations, Car-L retains its rights under the law and the Agreement.
If the termination of the Agreement is attributable to the Client, the Client is obliged to pay Car-L compensation for the direct and/or indirect damage suffered and still to be suffered by Car-L as a result.

Article 14 – Retention of title

Notwithstanding actual delivery, ownership of the Products passes to the Client only after it has paid in full the Fee owed for them, including any work performed or to be performed in relation to the Products.
Before ownership of the Products has passed, the Client may not encumber, sell, deliver or otherwise dispose of the Products.

Article 15 – Privacy, data processing and security

Car-L handles the Client’s (personal) data with care and will only use it in accordance with the privacy statement. If requested, Car-L will inform the data subject accordingly. Questions about the processing of personal data and further information can be sent by email to info@car-l.nl.
The Client is itself responsible for the processing of data processed using a Service of Car-L.
The Client also warrants that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, the Client indemnifies Car-L against any (legal) claim related to this data or to the performance of the Agreement.
Where Car-L must, under the Agreement, provide for the security of information, this security will meet the agreed specifications and a level of security that, given the state of the art, the sensitivity of the data, and the costs involved, is reasonable.
The Parties must act in accordance with the General Data Protection Regulation and comply with the resulting obligations as well as other applicable laws and regulations.
Under the General Data Protection Regulation, the Client has obligations towards third parties. These include, but are not limited to, the obligation to provide information, to grant access, and to correct and delete personal data of data subjects. The Client is itself solely and fully responsible for the proper fulfilment of these obligations.
In the event of a data breach, the Client, as data controller, is itself solely the party responsible for reporting this to the relevant authorities, including but not limited to the Dutch Data Protection Authority.

Article 16 – Force majeure

Car-L is not liable where, as a result of a force majeure situation, it is unable to fulfil its obligations under the Agreement.
Force majeure on the part of Car-L means, as referred to in Section 75 of Book 6 of the Dutch Civil Code: situations in which performance of the obligations under the Agreement is impossible or cannot be required of Car-L, without this being attributable to Car-L or its suppliers. This includes, but is not limited to: force majeure of, or disruptions at, suppliers, disruptions to the Client’s (software) system on which Car-L’s Services are delivered, disruptions to the electricity network, and disruptions hindering data traffic where the cause thereof is not attributable to the Parties themselves.
If a force majeure situation lasts longer than two months, either Party may terminate the Agreement in writing. If any performance has already taken place under the Agreement, settlement will in that case take place on a pro-rata basis, without either Party owing anything to the other.
If, at the time force majeure occurs, Car-L has already partly fulfilled its obligations, or can only partly fulfil its obligations, Car-L is entitled to invoice separately for the part already delivered or deliverable, and the Client is obliged to pay this invoice.
Both the Client and Car-L will notify each other of a (possible) force majeure situation as soon as possible.

Article 17 – Limitation of liability

Where there is an attributable failure on the part of Car-L, Car-L is only obliged to pay any compensation if the Client has given Car-L written notice of default, with a detailed description of the Defect, and Car-L is granted a reasonable period to remedy this Defect.
Damage is understood to mean: reasonable costs incurred to limit or prevent damage, to establish the cause of damage, the damage itself, and the manner of repair.
Except for the obligations arising from warranty, Car-L is never obliged to pay any compensation whatsoever to the Client and/or third parties, unless there is intent or gross negligence on the part of Car-L.
If the performance of Services by Car-L results in liability, this liability is limited to a maximum of twice the invoice value of the order, or at least that part of the order to which the liability relates. In addition, Car-L’s liability is limited to the amount paid out in the relevant case under Car-L’s applicable liability insurance, whichever of the two amounts is higher applying as the maximum.
Car-L is not liable for consequential damage, indirect damage, business damage, loss of profit and/or losses incurred, missed savings, damage due to business interruption, damage due to loss of data (data loss), delay damage, interest damage, and damage resulting from the use of Services supplied by Car-L.
Car-L is not liable for damage resulting from any action or omission in response to (incomplete and/or incorrect) information on its website or that of linked websites.
Car-L is furthermore not liable for damage arising as a result of, or in connection with, modifications made to Car-L’s Products without Car-L’s written consent.
The Client indemnifies Car-L against all claims by third parties on account of a defect resulting from a service supplied by the Client to a third party, which partly consisted of Services supplied by Car-L, unless the Client can demonstrate that the damage was caused by Car-L’s Service(s).
The Client is obliged to indemnify Car-L against all liability that third parties may assert against it in connection with the performance of the Agreement, insofar as the law does not preclude the relevant damage and/or costs from being borne by the Client.
Car-L is not liable for the Software and/or other Products failing to function as a result of incorrect installation, incompatibility with the network or PC, or the use of the Client’s own (non-recommended) components.
Car-L is not liable for damage resulting from the defective and non-uninterrupted functioning of observation and recording equipment, access control systems, licence plate recognition systems, telecommunications and/or infrastructure and the peripheral equipment used at/by the Client, and/or from failure of, or inaccessibility to, the Client’s system. This includes, but is not limited to: disruptions in the connection with internet providers, disruptions in the telecommunications connections used, full line occupancy, power outages, failure of recording equipment, and software malfunction or failure. In the event of disruptions to or failure of the system, the Client is responsible for taking emergency measures.
Car-L is not liable for any damage caused by the temporary or permanent unavailability of the ordering facility, or the inaccessibility or removal of its website due to maintenance or otherwise.
Car-L is not liable for damage of any kind arising because the Client has relied on information, advice or documentation provided by Car-L to the Client regarding (the use of) the Products offered by Car-L. All advice and information are provided to the best of Car-L’s knowledge, without any guarantee of completeness or accuracy.
Any claim for compensation against Car-L must be reported in writing, but at the latest within one year after the Client became, or could reasonably have become, aware of the facts on which it bases its claims. In any event, Car-L’s liability ends one year after the Agreement between the Parties ends.

Article 18 – Confidentiality

The Parties undertake to keep confidential all (confidential) information obtained in the context of an Agreement.
The Parties will observe strict confidentiality with respect to all information they obtain about and from each other.
All information and data carriers of the other Party will not be made available to third parties and must remain strictly confidential, unless the other Party has given prior written consent to this and/or the information is publicly accessible.
The Client is obliged to keep confidential all data and other materials provided by Car-L, and not to disclose them to third parties or provide them for use, unless Car-L has given written consent for this.
If a Party is required, on the basis of a statutory provision or a court ruling, to (also) provide the confidential information to a third party designated by law or by a competent court, and the other Party cannot rely on a right of non-disclosure, the Party is not obliged to pay any compensation, and the other Party is not entitled to terminate the Agreement.
The Parties will also impose the confidentiality obligation on any third parties they engage.

Article 19 – Intellectual property rights (IP)

All intellectual property rights of Car-L, including but not limited to Software made available to the Client, data files, software, equipment and/or other materials including but not limited to designs, analyses, documentation and quotations, as well as all preparatory materials thereof, rest solely with Car-L and/or third parties or suppliers if these rights already belonged to parties other than Car-L. Intellectual property is understood to mean: patent, copyright, trademark, design and model rights and/or other (intellectual property) rights, including sui generis rights to databases and topographies of semiconductor products, or other creations, as well as patentable or non-patentable technical and/or commercial know-how, methods and concepts.
The Client is prohibited from disclosing and/or reproducing, modifying or making available to third parties the Software and software programs on which Car-L’s IP rights rest, without Car-L’s express prior written consent and an agreed financial Fee for doing so. If the Client wishes to make changes to Services supplied by Car-L, Car-L must give explicit approval for the intended changes.
The Client is prohibited from using the Software on which Car-L’s IP rights rest other than as agreed in the Agreement. The Client only acquires a non-exclusive and non-transferable licence to use the Software, unless agreed otherwise in writing.
The Client is furthermore not permitted to alter or remove any indication regarding the confidential nature, copyrights, trade names, trademarks, or any other intellectual property right from the website, documentation and/or other materials.
The Parties will inform each other and act jointly against any (suspected) infringement of Car-L’s intellectual property rights.
Any infringement by the Client of Car-L’s intellectual property rights is subject to a one-off penalty of €50,000 (in words: fifty thousand euro) and a penalty of €1,000 (in words: one thousand euro) for every day the infringement continues. Invoking this penalty clause does not affect Car-L’s right to claim full compensation.
The Client indemnifies Car-L against third-party claims relating to intellectual property rights in data and information provided by the Client that may be used in performing the Agreement.
The Client may not use Car-L’s trademarks other than in connection with the Product itself.
Car-L declares that, to the best of its knowledge, no infringement is being made of the intellectual property rights held worldwide by third parties. If an action for infringement of such rights has been brought, or if the possibility thereof exists, Car-L may, at its discretion, among other things replace or modify the relevant trademark or Product, or acquire the right to continue using the trademark or Product.
The Client will immediately notify Car-L in writing of any claim of liability or legal action based on the assertion that Car-L’s use of Products infringes any intellectual property right in force worldwide.
Car-L accepts no liability whatsoever for any infringement as referred to in paragraphs 8 and/or 9 of this article, if the infringement is connected with the fact that the Client has adapted and/or modified the Product without Car-L’s express written consent.

Article 20 – Complaints

If the Client is dissatisfied with Car-L’s Software and/or Services and/or Products, or otherwise has complaints about the performance of the Agreement, the Client is obliged to report these complaints as soon as possible, but at the latest within 14 days after the event giving rise to the complaint. Complaints can be reported in writing to info@car-l.nl with “Complaint” as the subject.
The complaint must be sufficiently substantiated and/or explained by the Client before Car-L can deal with it.
Car-L will respond substantively to the complaint as soon as possible, but at the latest within 14 days of receiving it.
The Parties declare that they will conduct themselves towards each other as a good client and a good contractor and will, as far as possible, resolve complaints out of court.

Article 21 – Governing law

Dutch law exclusively governs the legal relationship between the Parties.
All disputes arising from or in connection with the Agreement between the Parties will be settled by the competent court of the District Court of Oost-Brabant in ‘s-Hertogenbosch, unless mandatory law designates a different competent court.

Article 22 – Miscellaneous

Car-L may unilaterally amend these terms and conditions for material reasons. The amended terms and conditions take effect upon publication on Car-L’s website. In the event of an amendment to the terms and conditions to the detriment of a Client acting as a Consumer, that Client will be informed in good time and has the right to rescind the Agreement free of charge within 30 days of being notified. The most up-to-date version of the terms and conditions can be found on Car-L’s website.