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Definitions

 

Account: A User Account on the Recrubo’s platform.

Agreement: The Data Aggregation and AI Services Agreement entered into between Customer and Recrubo.

Services: The Services provided by Recrubo as set out in the Agreement.

Scope: The scope of the Services as set out in the Agreement.

User: Customer or a person who is authorized by Customer to access and use the Services.

Services

 

a) If the Services provide that Recrubo will aggregate Customer’s data, Recrubo’s tool and Customer shall jointly determine what data can best be collected and then collect such data in such a way.

 

b) If the Services provide that the data collected from Customer shall be consolidated and hosted as such, Recrubo shall store such data in a cloud-based infrastructure. If the Services provide that the data as collected from Customer will be consolidated and hosted in a standardized format, Recrubo will make such conversion and store the data in standardized format in a cloud-based infrastructure. There will only be such backups as provided by the cloud platform provider.

 

c) Recrubo shall provide Users access to such data through Recrubo. Recrubo will only use such data for the provision of the Services.

 

d) Recrubo will provide insights based on such data (or other data provided by Customer) through Recrubo. Customer acknowledges that such insights do not constitute advice to Customer to act in any way based on these insights. Customer is encouraged to carefully review the insights and verify the safety and production related consequences when acted upon in Customer’s operations.

e) Customer shall only use insights derived from Recrubo for Customer’s operational business purposes. Except to the extent necessary for Customer’s operational business purposes and subject to confidentiality obligations, Customer shall not share these insights with anyone but its parent company or related group companies.

 

f) If Customer reports an issue about the Services to Recrubo, Recrubo shall start resolving it as soon as reasonably possible. Should Recrubo, despite using its reasonable efforts, not provide certain Services in accordance with the Agreement, Customer’s only legal remedy will be to have Recrubo re-perform the relevant Services upon reasonable written notice.

 

g) Recrubo provides the Services for the Scope mentioned in the Agreement.

 

Fees and expenses

a) Customer shall pay the fees as set out in the Agreement and in accordance with the terms stated on each invoice Recrubo sends. The standard fees will be invoiced in advance. Invoices shall be paid within thirty (30) days of the date of the invoice to the bank account nominated by Recrubo.

 

b) In addition to the fees, Customer shall reimburse Recrubo for expenses (economy class) incurred to travel to and from Customer as necessary to provide the Services. Upon Customer’s request, Recrubo shall substantiate its relevant expenses with invoices and receipts.

 

c) All fees are exclusive of VAT and other levies that are or may be imposed in relation to the Services. All fees must be paid in the currency mentioned on the Agreement.

d) If Customer consists of several natural and/or legal persons, each such person or persons will be deemed to be jointly and severally committed to fulfill the obligations under the Agreement.

 

f) Recrubo is allowed to annually increase the Fees by applying a generally accepted national consumer price index.

 

Recrubo

 

a) Recrubo shall provide maintenance at such hours as to least affect the use of the relevant Services but may suspend the Services for emergency maintenance at any time. Recrubo shall inform Customer of the maintenance in advance. Recrubo may also be unavailable due to maintenance carried out by the provider of the supporting third-party cloud platform.

 

b) If Recrubo reasonably deems Customer to violate the terms of the Agreement, Recrubo may deny Customer or a User access to the Services. Recrubo may restrict Customer’s use of the Services if Recrubo reasonably deems this necessary to limit liability towards third parties.

 

Customer’s responsibilities

 

a) Customer is solely responsible for the use of the Services by the Users, the manner in which they use the results of the Services, and their compliance with the Agreement.

 

b) Customer shall ensure that Users:

 

cooperate with Recrubo and provide upon request such information as Recrubo reasonably requires for the provision of Recrubo and the Services;

not (i) copy, modify, or reverse engineer Recrubo and/or the Services (including any insights and any software used in connection with the Services), (ii) attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services (iii) design or make derivative works based upon Recrubo and/or the Services.c) In order to use Recrubo, Users need an Account and login information provided by Recrubo. Customer must keep all Account and login information secure and must not share it with any unauthorized persons.

d) Customer may appoint persons to provide data in the formats supported by Recrubo. Recrubo will not be responsible for the behavior of such persons, nor for the data provided by such persons and used by Recrubo (and Recrubo may assume the correctness and completeness of such data).

 

 

Limitation of liability

 

a) Recrubo does not warrant that Recrubo will be uninterrupted or available at all times, nor that Recrubo will be free from any errors, faults, or viruses. Recrubo is based on a third-party cloud platform without such warranties.

 

b) Customer is fully aware of and acknowledges that the information or insights in or provided through Recrubo are fully dependent on the data input as provided by Customer. Customer’s use of the information or insights in or provided through Recrubo is at Customer’s own expense and risk for which Recrubo cannot be held liable.

 

c) In no event shall Recrubo be liable, whether asserted on the basis of the Agreement or otherwise (e.g. on the basis of tort), for any indirect or consequential loss or damage, damage to reputation, costs of procuring an equivalent service or product, or loss of profit, business, business opportunity, goodwill, data, anticipated savings, wasted expenditure, losses incurred as a result of any claim against Customer which has been caused by the actions or omissions of Recrubo, or losses of customers and contracts, regardless whether or not such loss or damage was reasonably foreseeable.

 

Ownership, exclusivity, and intellectual property rights

a) Recrubo retains ownership of any and all rights to

Recrubo and the Services (including any insights and any

software used in connection with the Services), the

associated documentation, and the intellectual property

rights therein and thereto (including without limitation trade

secret rights).

b) Recrubo shall not give any third party the right to

use insights that are based on Customer’s data. Recrubo

shall keep the insights confidential. For clarity: Recrubo may

freely use its understanding of Customer’s industry which is

not specific to Customer.

c) The trade names, brands, and logos (or signs

similar thereto) from Recrubo and appearing on or in

Recrubo and/or the Services are the exclusive property of

Recrubo. Customer is not permitted to use any of those

trade names, brands, and logos without prior consent of

Recrubo.

d) All raw data as used by Customer as input for

Recrubo will remain property of the Customer at all times.

e) All information provided by Customer that was not

already in the possession of or known to Recrubo, either

provided manually or by data-connection, will remain

property of Customer.

f) Specific insights on the (mal)functioning of

individual assets owned and/or operated by Customer, also

when based on the Services as described in this

agreement, will become property of Customer.

g) All other data and insights remain property of

Recrubo.

 

 

Confidentiality

a) Each party shall ensure that any and all data and

information it receives from the other party is kept

confidential. This duty of confidentiality shall not apply if

and insofar as a party is required to provide the data or

information concerned to a third party in accordance with a

court decision or a statutory requirement, or if and insofar

as doing so is necessary for the proper performance of the

Agreement. Each party may only use the (confidential) data

and information it receives from the other party for the

purpose(s) for which it was provided.

b) The Services are confidential in nature and may

contain trade secrets of Recrubo and its suppliers.

 

Termination

a) A party may terminate the Agreement with

immediate effect by written notice to the other party on or

within a reasonable period after the occurrence of any of

the following events:

 

the other party being in breach of a material obligation

under the Agreement and, if the breach is capable of

remedy, failing to remedy or stop and compensate for

the breach within 30 (thirty) days starting on the day

after receipt of notice from the first party giving details

of the breach and requiring the other party to remedy

the breach; or

a) the other party making an application to a court for

protection from its creditors generally or going

bankrupt.

b) Termination of the Agreement for reasons

attributable to Cuomer will not relieve Customer of

Customer’s obligations to pay Recrubo all fees during the

then running term or continuation, whether such fees are

due on the date of termination or otherwise.

c) Upon termination, Customer may request Recrubo

to delete all data specific to Customer. If Customer so

requests, Recrubo shall delete such data (except as provided

below) and Customer can no longer claim that insights are

not properly based on such data. If Customer claims that

insights or information provided through Recrubo is not

properly based on such data before making a request to

delete data, Recrubo may retain such data it deems relevant

until such claim is resolved.

d) Parties can terminate the Agreement in compliance with a notice period of one month.

 

Third party rights

a) A person who is not a party to the Agreement will

not have any rights to enforce any term of the Agreement.b) The rights of the parties to terminate, rescind, or

agree any variation, waiver, or settlement under the

agreement is not subject to the consent of any person that

is not a party to the Agreement.

 

Applicable law & dispute resolution

a) The Agreement and the Services provided

thereunder and any and all non-contractual obligations

arising out of or in connection therewith, will be governed

by and construed in accordance with the laws of the

Netherlands.

 

b) All disputes arising in connection with the

Agreement, or further Agreements resulting therefrom,

shall be settled in accordance with the Arbitration Rules of

the Netherlands Arbitration Institute.

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