Triply

Terms and Conditions

These are the terms and conditions of Triply B.V. (Triply). Triply is located at Marconiweg 25, 1401 VG Bussum, registered with the Dutch Chamber of Commerce under number 70761892.

Triply reserves the right to change these terms and conditions. You agree that the most recent version of these terms and conditions apply. Parties may deviate from these terms and conditions in writing.

If you have any questions, you can contact Triply via info@triply.cc (mailto:info@triply.cc).

The fine print, summarized:

These terms, the SLA and DPA are all a part of any agreement between you and Triply.
In principle, Triply’s plans are for a fixed term. If you don’t want to renew the contract, you have to notify us two months in advance.
Pricing is based on the plan you select. If you exceed the plan limits, we can deny access, or we can offer you an upgrade.
You have to pay each term within thirty days after the invoice date.
It is not allowed for you to give others access to Triply’s software, unless this is an explicit part of the agreement.
We are a small organisation. We cannot guarantee that we will never be the target of a cyberattack or that we will never be hacked. That being said: we do our best to keep all you data safe. We adhere to all industry standards, such as ISO 27001 and ISO 9001, at minimum.
We do not want you to poach our employees.
We are constructive. We, you and Triply, may deviate from any part of the agreement, but only if we are all on board with it.

1. General

These terms and conditions apply to every offer, proposal and assignment between Triply and you (Client). On request, Triply shall send these terms and conditions to you, free of charge. These terms and conditions, together with the specific agreed upon terms, the service level agreement (SLA) and the data processing agreement (DPA), constitute the whole agreement between Triply and the Client.

2. Establishment of the Assignment

The assignment shall be deemed established when the Client consents with the service.

3. Proposals and Offers

All offers and proposals from Triply are non-binding, unless agreed otherwise in writing. An offer or proposal only applies to the assignment specified therein (and not for possible future assignments).
If the Client provides Triply with certain information, Triply may assume that the provided information is correct and will base the proposal on that information.

4. Pricing

Triply may raise the prices, once per year. This raise in prices shall not exceed the yearly mutation in the services pricing index (Dienstenprijsindex) as determined by the Dutch Central Bureau of Statistics (Centraal Bureau voor de Statistiek). If Triply raises the price in accordance with this Article 4, section 1, this does not result in a reasonable ground for (immediate) termination for the Client.
If Triply raises the prices in accordance with this Article 4, Triply aims to inform the Client at the latest a month before the new prices apply.
The offered price does not include expenses for Triply and does not include taxes or levies by the authorities.

5. Usage and Monitoring

Triply offers different plans, based on the actual usage of the software offered by Triply. Triply is entitled to monitor the usage of the software by the Client, even if the software is not cloud-based, but installed on the Client’s hardware.
If the Client exceeds the allowed usage, Triply reserves the right to deny the Client access to its software or offer the Client to upgrade to a more suiting plan.
If Triply does not enforce any plan limits for the Client, this does not imply a waiver of rights by Triply in any way and Triply shall remain entitled to enforce the (data) plan limits as agreed by the parties.

6. Licensing

In principle, the use of the software, is a non-sharable and non-assignable license for the Client. This means that the Client is not allowed to give other parties access to Triply’s software, either by account-sharing or by sublicensing, unless otherwise explicitly agreed by the parties.

7. Payment and Collection Charges

Client must pay within thirty days after the invoice date.
If the payment by Client is due, he will automatically be in default (verzuim), without a notice of default (ingebrekestelling) being required. In case of default, Client owes Triply the statutory commercial interest. The interest on the payable amount is calculated from the moment that the payment is due, until the moment that the payable amount has been paid by Client in full.
Any outstanding amounts by the Client are immediately payable in the following cases:

Client fails to pay within the payment term;
Client is bankrupt or applied for a suspension of payment or any other insolvency procedure;
Client (company) is dissolved or liquidated;
Client (private individual) is placed under guardianship or deceased.

If Client does not pay on time, he shall immediately be in default. He will then be due to the Supplier all extrajudicial costs. The minimum collection fee is €40,- and the maximum collection fees are as follows:

15% on the first €2.500,-
10% on the part that remains thereafter, up to €5.000,-
5% on the part that remains thereafter, up to €10.000,-
1% on the part that remains thereafter, to €200.000,-
0.5% on the remaining part.

8. Duration

Usually, agreements between Triply and the Client are agreements for a definite term. But, if parties do not explicitly agree on a term for the contract, parties enter into an agreement for an indefinite term.

9. Execution Time

If Client owes Triply a prepayment or if Triply needs Client to provide certain information or materials, the term within which Triply shall execute the activities (the execution time), shall not begin to run until the prepayment, information or material is received by Triply.
If parties, before execution, have agreed on a term for the fulfillment of the services, the final date shall never be regarded as a deadline. When the term is due, Client shall send a notice of default to Triply.
Client cannot terminate the agreement if Triply exceeds a term. This does not apply when execution of the activities is permanently impossible or if Triply does not execute the activities within a new, reasonable term for execution. Such a new term should be given in writing.

10. Third Parties

Triply may involve third parties (partially) to perform the activities. The following articles of the Dutch Civil Act (Burgerlijk Wetboek) do not apply:

7:404 (execution by a certain person);
7:407 sub 2 (joint and several liability);
7:409 (death of a certain person).

11. Execution of the Assignment

Triply shall execute the assignment to the best of its knowledge and abilities and according to the requirements of professional practice.
Triply may execute the assignments in different phases and send separate invoices on the different phases.
If Triply performs the assignment in different phases, Triply may suspend any activities on the next phase until Client approved the execution of the last phase in writing.
Client shall timely provide Triply with all information or material, required for the execution of the assignment.
If Client does not provide the material or information in time, Triply may suspend the execution of the assignment and charge the additional costs, coming from the delay. Triply is not liable for any damages, resulting from incorrect or incomplete information provided by Client.

12. Changes of the Assignment

If it proves to be necessary to change the assignment during the activities in order to guarantee a decent execution of the assignment, parties shall negotiate the required changes and agree on them in writing.
If parties agree on altering the assignment, Triply may raise or lower the price. If possible, Triply shall provide a quotation to Client in advance. The execution time may change with a change of the assignment. Client agrees on the possibility to change the assignment, the pricing and the execution time.
Triply may refuse a request, made by Client, to change the assignment. In any case Triply may do so, if changing the assignment could negatively affect the quality or quantity of the activities.

13. Suspension, Dissolution

Triply may temporarily suspend the execution of the activities if Triply cannot comply because of force majeure.
If the execution of the assignment is permanently impossible, parties may cancel the assignment for the part that has not been fulfilled.
Triply may suspend or cancel the assignment if Client fails to meet its obligations, partially, completely or in time. In such cases, Client shall compensate Triply for damages.

14. Termination and Renewal

If the parties enter into an agreement for a definite term, the agreement:

a. will be renewed automatically, for a term of one year; and
b. not automatically renew if one of the parties terminates the agreement, in writing, at least two months before the end of the term.

If the parties enter into an agreement for indefinite term, the agreement may be terminated by either party, with observance of a notice period of two months.
After termination, Triply shall ensure a handover of the work yet to be performed to a third party, unless the termination is imputable to Client. If the handover of the activities leads to additional costs for Triply, these costs shall be borne by Client.
In any case, Triply may immediately cancel the assignment (and is not liable for any damages doing so) in one of the following events:

Client fails to pay within the payment term;
Client is declared bankrupt or applied for suspension of payments, or applied or becomes subject to any other insolvency procedure;
Client (the company) is dissolved or liquidated;
The occurrence of circumstances in which Client can no longer freely dispose of his capital.

15. Non-poaching

Without Triply’s prior written consent, the Client shall not directly or indirectly contact Triply’s employees and staff members in any way during the agreement between Triply and the Client and within 6 months after the date of the agreement, to persuade them to end their agreement with Triply or to enter into an (employment) agreement with the Client.
If the Client breaches the obligation as set out in this Article 14, the Client forfeits an immediately payable penalty of EUR 50.000 per event, without prejudicing the other rights of Bit to claim further damages.

16. Force Majeure

Triply is not obliged to comply in the event of force majeure. In addition to the customary interpretation of “force majeure”, cyber attacks shall explicitly be deemed as force majeure.
Triply may suspend the obligations coming from the assignment, for as long as the force majeure continues.
In case of force majeure, the parties shall do all in their power to end the situation. In the specific case of cyberattacks or similar reasons of force majeure, Triply will follow the usual protocols to make sure that Triply can continue execution of the assignment as soon as possible.
If Triply complied with a part of its obligations, and that part has an independent value, Triply may charge the Client for that part of the assignment.

17. Retention of title

Everything supplied or produced by Triply shall remain the property of Triply until Client has fully fulfilled all its obligations.
Client must do everything he can reasonably do to secure the properties of Triply.
If Triply wishes to exercise its property rights, Client gives unconditional and irrevocable consent to Triply to enter all places where the properties are located, so that Triply can take them back.

18. Guarantees

Triply warrants that the result of the assignment complies with the usual requirements and standards that may be stipulated in this respect.
This guarantee does not apply if a defect occurs due to Client’s fault.
This guarantee also does not apply if a defect is being caused by circumstances beyond Triply’s control.

19. Examination

Client shall examine the result of the assignment when the assignment is finished. Client shall examine if the quantity and the quality of the result is according to the agreement.
Client shall notify Triply in writing within fourteen days after completion of the assignment, of any visible defects or shortcomings. Client shall notify Triply in writing within fourteen days of shortcomings or defects that are invisible at first sight. The notification must contain a detailed description of the shortcoming.

20. Complaints

Client shall notify Triply in writing of any complaints within one month after detection (or, on invisible shortcomings, after he could have detected it).
A timely notified complaint does not suspend or cancel any payment obligation from the Client.
If Client does not notify Triply timely, Client is not entitled to any recovery, replacement or compensation.
If it is established that the complaint is justified and the notification by Client thereon was timely delivered, Triply shall recover, replace or compensate it’s work within a reasonable term after notification of the shortcoming, in writing from the Client.
If it is established that a complaint is not justified, Client shall compensate Triply for expenses incurred by Triply (like research costs).

21. Liability

Triply is only liable for direct damages suffered by Client as a direct consequence of a shortcoming by Triply.
Triply is not liable for any damages resulting from Triply relying on incorrect or incomplete information provided by Client.
Triply has a best-effort commitment to protect the Client’s data. Triply takes all measures reasonably possible to protect said data, such as measures in accordance with ISO 27001- and ISO 9001-standards. Nevertheless, Triply is not liable for damages due to data loss.
The liability of Triply shall never exceed the amount paid by Triply’s liability insurer.
If Triply’s liability insurer does not cover the damages, Triply’s liability is limited to the amount paid by Client under the assignment agreement between the parties. Under no circumstances can this liability exceed the amount of €10.000,-.
The limitations set out in this article do not apply if the damages are the result of Triply’s deliberate act or gross negligence.

22. Limitation Period

The limitation period on all claims and defenses against Triply is one year.

23. Indemnification

Client indemnifies Triply from any claims by third parties, who suffer damages, resulting from the execution of the assignment but cannot be attributed to Triply.
If third parties address Triply to be liable for damages resulting from the execution of the assignment, Client shall support Triply both judicial and extrajudicial and Client shall do what may be expected from him.
If Client does not provide the support described in paragraph 2, Triply may take the actions it deems required. All expenses and damages made by Triply in this respect shall be borne by Client.

24. Intellectual Property

All the plans, documents, pictures, drawings, programming, creations and related information, made by Triply, remain property of Triply. This applies, even if Triply charged any fees for the aforementioned or if there were improvements made by the Client.
Client can only copy the properties if it is for internal use within Client’s company and cannot show the properties to third parties or put the properties at disposal in a different manner than originally intended by Triply.
Client and Triply shall agree on more detailed arrangements, in separate agreements, on certain licenses, given to Client by Triply. If parties do not agree on further terms concerning the licenses, Triply grants Client a non-transferable, non-exclusive license to use the works, made by Triply (like: software, designs, illustrations or any other creation), for an indefinite period of time [but which will end at the termination date of the assignment agreement].

25. Non-Disclosure

Triply shall not disclose any of Client’s information to third parties, unless Triply is required by a statutory or professional obligation to disclose the information.
Triply shall not use any information, obtained from Client, in a different manner than originally intended, except that the information may be used in a legal procedure that involves Triply and the information can be of importance.
Client shall not disclose the contents of agreements, confirmations, offers, reports, advices or other expressions from Triply, whether they are in writing or not.

26. Nullity

If any part of these conditions is void or voidable, this does not alter the validity of the remainder of these conditions. The invalid or unenforceable part shall be replaced by a provision that most closely follows the content of the invalid provision.

27. Conflicting Provisions

If any of the provisions from these terms and conditions are in conflict with a provision from an agreement, the agreement prevails.

28. Applicable Law

Dutch law applies to this Agreement.

29. Competent Court

All disputes will be submitted to the Court residing in Amsterdam, The Netherlands.