Rijswijk, June 1, 2021
Article 1. Definitions
In these terms of use, the following definitions are used:
Authorised User(s): the natural person(s) using the Client Portal;
User: the Client and/or the Authorised User(s);
Terms of Use: these Terms of Use – PNO Client Portal;
Client: the client with whom PNO has entered into a contract for services under which PNO allows Authorised User(s) to use the Client Portal on behalf of the Client;
Client Portal: the Internet portal maintained by PNO;
Agreement: the agreement between PNO and a Client that includes a reference to these Terms of Use;
PNO: PNO Consultants B.V.
Article 2. General
2.1 These Terms of Use are applicable to any use of the Client Portal. By using the Client Portal, the User declares to be bound by these Terms of Use. The Terms of Use apply jointly and severally to any natural person using the Client Portal as well as to the Client. This means that the Client is jointly and severally liable towards PNO for acts and omissions of the Authorised User(s).
2.2 In the context of the relationship between PNO and the Client, these Terms of Use serve to supplement the Agreement and the general terms and conditions applicable between PNO and the Client as referred to in the Agreement. The Terms of Use pertain specifically to the use of the Client Portal. If and to the extent that there is any inconsistency, the provisions of the Agreement and the general terms and conditions applicable between the Client and PNO will prevail.
2.3 If a provision of these Terms of Use is invalid, contrary to the law or unenforceable at law, this will not affect the validity of any other provision of the Terms of Use. In that case, any such invalid or unenforceable provision will be replaced or deemed to have been replaced by a valid provision, the interpretation of which approximates the purport of the invalid or unenforceable provision as much as possible.
2.4 PNO may amend these Terms of Use at any time. The applicable version is always the one applicable at the time a User logs in.
2.5 Any use of the Client Portal without PNO’s permission is expressly prohibited.
Article 3. Access to the Client Portal, Registration and user account
3.1 In order to access the Client Portal, a User must first register in the manner prescribed by PNO and create a user account. The User must assign a password meeting the required security criteria to the email address entered by the User. The User must also agree to these Terms of Use.
3.2 If the User forgets the password, a new password may be requested by entering the email address and the data requested by PNO. The new password will be sent to the User using the email address linked to the user account.
3.3 If the User knows or suspects that the user name and/or password may be known to someone else, the User must change the password and inform PNO immediately.
3.4 The User is obliged to always check the completeness and accuracy of the information provided and the data entered via the Client Portal and update the information or data if necessary.
3.5 The Client and the Authorised User each guarantee that the Authorised User is authorised to act on behalf of the Client in the Client Portal. PNO expressly points out to the User that the successful entry of the combination of email address and password linked to the user account serves as proof of identity for all legal or other acts performed by PNO through the use of the Client Portal. PNO may assume that declarations of intent made or received via the Client Portal and acts performed and data provided via the Client Portal are made, performed or provided on behalf of the Client.
3.6 PNO is not obliged to admit a User to the Client Portal. PNO has the right to deny a User access to the Client Portal and/or to block further access for reasons of its own.
3.7 PNO does not guarantee that the Client Portal will always be available and accessible. PNO reserves the right to interrupt the provision of the Client Portal for reasons of its own, for example in the event of virus attacks or security breaches, if the User’s connection to the infrastructure causes problems or in the event of other situations that constitute an actual or potential risk to the Client Portal as well as in the event of maintenance or for other reasons of its own, all this at PNO’s discretion and without prejudice to any other rights PNO has.
3.8 The User must ensure that a suitable (web) browser is used and that the internet connection is functioning properly.
Article 4. Use of the functionalities of the Client Portal
4.1 The right that PNO grants to a User for the use of certain functionalities of the Client Portal is a personal right. The User guarantees not to disclose or make user data available to others.
4.2 All intellectual property rights regarding the Client Portal are vested and will remain vested in PNO and/or its suppliers. PNO only provides a temporary and non-exclusive right of use that allows the User to use certain functionalities of the Client Portal. PNO determines who uses the Client Portal and for how long. The User does not have an enforceable right of use. The use of the Client Portal may be terminated by PNO at any time and with immediate effect.
4.3 The Client Portal will not be used for any purposes other than those for which PNO has granted access.
4.4 Use of the Client Portal is entirely at the User’s own expense and risk.
4.5 The User will not copy, reproduce, license, sublicence or exploit copyrighted works, such as models or forms, without PNO’s permission. The User is prohibited from reproducing, disclosing or exploiting documents that PNO makes available to the User, or to provide these to third parties, unless with PNO’s permission.
4.6 The User is not permitted to use the Client Portal to post, reproduce, distribute or disclose data or information that is contrary to the law or public decency, or that was obtained unlawfully or in a way that infringes the rights of third parties, such as intellectual property rights.
4.7 PNO is not obliged to perform data recovery. In the event of loss or corruption of data, PNO will not be obliged to provide a backup.
Article 5. Security measures
5.1 PNO will endeavor to take appropriate technical and organisational measures to secure the Client Portal and the data in the Client Portal.
5.2 The User is responsible for the proper use and security of the User’s hardware, software and login details for accessing the Client Portal. If the User is aware that security is inadequate, the User will inform PNO immediately by telephone and in writing (including by email).
5.3 The User must use proper anti-virus software before and during use of the Client Portal and/or implement other adequate protective security measures. Furthermore, the User is not allowed to use the Client Portal in unsecured environments (such as internet cafes or other public spaces).
Article 6. PNO’s liability and the Client’s liability 2
6.1 PNO is only liable towards a User in the event of a failure attributable to that involves intent or deliberate recklessness on the part of PNO. Otherwise, any liability on the part of PNO is expressly excluded.
6.2 Any liability of PNO for indirect damage is excluded. Indirect damage includes in any event consequential damage, loss of profits, loss of sales, reputational damage, reduced goodwill, missed savings, damage due to business interruption, loss due to delays, loss resulting from third-party claims, and the corruption, destruction or loss of data, materials or third-party software.
6.3 If and to the extent that, given the provisions of Articles 6.1 and 6.2, any liability remains, such liability on the part of PNO will be capped at the amount paid out by the liability insurer and, if, for whatever reason, no amount is paid out, at an amount of EUR 500 per case, with a total maximum amount of EUR 1,500 per calendar year.
6.4 The failure to exercise any right or to lodge any legal remedy against PNO will result in the lapse of a claim against PNO by the mere passing of 3 months following the inception of the claim.
6.5 At PNO’s first request, the Client and the Authorised User will indemnify PNO against any third-party claims lodged against PNO in connection with or ensuing from the use of the Client Portal by the User.
Article 7. Termination of the use of the Client Portal
7.1 There is no right to demand the use of a particular service or function of the Client Portal from PNO. PNO reserves the right to expand or limit the scope of the functions and services offered in the Client Portal at any time or to completely cease offering certain functions or services.
7.2 PNO has the right to terminate the provision of the Client Portal at any time. In any event, the User will no longer be allowed to use the Client Portal as soon as the Agreement between PNO and the Client has ended and PNO and the Client have not entered into a new agreement that provides for the opportunity to use the Client Portal.
Article 8. Processing personal data
8.1 If and to the extent that personal data are processed, the provisions of the Privacy Statement apply to the processing. The Privacy Statement can be consulted at: https://www.pnoconsultants.com/privacy-statement.
Article 9. Miscellaneous
9.1 PNO’s rights under these Terms of Use also include the rights that any of PNO’s legal successors under universal or particular title may have and which these legal successors may invoke where appropriate.
9.2 PNO may engage third parties to provide the Client Portal. If and to the extent that a third party engaged by PNO requires access to the Client Portal and any data of the User, the User consents to the processing of the User’s data. The User hereby grants advance consent to PNO and the aforementioned third party/parties engaged by PNO for the processing of all data provided.
9.3 These Terms of Use are governed by Dutch law and any disputes will at first instance be submitted to the competent court in the district in which PNO has its registered office, or at PNO’s discretion, to the court that has territorial jurisdiction pursuant to the law.
Last checked by DPO, Juni 3, 2021