General Terms and Conditions
Article 1. General
1.1 Baserow B.V. is a private company with limited liability organized and existing under the laws of the Netherlands, having its registered office at Koning Davidstraat 93 and registered with the trade register of the Chamber of Commerce under number 81129254 (“Baserow”).
1.2 These terms and conditions (“Terms”) apply to all offers, activities, orders, agreements and deliveries of services or products by or on behalf of Baserow. The party to which Baserow will provide its services to will hereafter be referred to as “client” or “you”.
1.3 The parties can only deviate from these Terms if agreed by the parties in writing.
1.4 The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the client or of third parties.
1.5 Services will mean the services provided by Baserow in relation to the Software.
1.6 Software means the software and associated documentation files provided by Baserow to create your online database as further specified in the provided documentation through Baserow’s website or otherwise.
Article 2. Services
2.1 Baserow performs the Services to the best of its ability, with reasonable skill and care, where applicable in accordance with the arrangements and procedures agreed on with the client in writing. All Services provided by Baserow are performed on the basis of a best-efforts obligation unless and insofar as Baserow has explicitly promised a result in the agreement with you and the result concerned has been described in the agreement in a sufficiently precise manner.
2.2 Baserow is not obliged to follow the client’s instructions when performing the Services, more particularly not if these instructions change or add to the content or scope of the Services agreed on. However, if such instructions are followed, the activities performed are charged at Baserow’s applicable rates.
Article 3. License
3.1 The Software is partly based on ‘open source’ software. All content residing under the “docs/” directory of this repository is licensed under “Creative Commons: CC BY-SA 4.0 license”.
3.2 All content made available to you by Baserow under the “premium/” directory of this repository, is licensed under the license defined in “premium/LICENSE” and as set out in this clause.
3.3 All content outside of the above mentioned directories or
restrictions as set out in clause 3.1 and 3.2 are made available under
the “MIT Expat” license as follows:
Copyright (c) 2019-present Baserow B.V..
Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following condition:
The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.
3.4 The Software provided by Baserow as part of the Premium Subscription to the client is licensed, not sold. Conditional upon payment of all applicable subscription fees, based on actual end-users, and upon compliance with the Terms, Baserow grants you the right to modify the Software and publish patches to the Software. You agree that Baserow and/or its licensors (as applicable) retain all right, title and interest in and to all such modifications and/or patches, and all such modifications and/or patches may only be used, copied, modified, displayed, distributed, or otherwise exploited with a valid Baserow Premium Edition subscription for the correct number of users (the ‘License’). The full text of this License shall be included in all copies or substantial portions of the Software.
3.5 Notwithstanding the foregoing, you may copy and modify the Software for development and testing purposes, without requiring a Baserow Premium Subscription. You are not granted any other rights beyond what is expressly stated herein. Subject to the foregoing, it is forbidden to copy, merge, publish, distribute, sublicense, and/or sell the Software.
3.6 Depending on the type of subscription you choose, different features will be available under the then current license(s). An overview of the product specifications are available on Baserow’s website.
3.7 Baserow, or its licensors, will retain all its intellectual property rights in the Software, including any new releases, modifications, versions and updates to the Software.
3.8 The Software is provided "AS IS", in line with the provided documentation, without warranties of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and non-infringement. In no event shall the authors or copyright holders be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the Software or the use or other dealings in the Software.
3.9 For all third party components incorporated into the Software, those components are licensed under the original license provided by the owner of the applicable component.
3.10 The client may not:
3.10.1 Use the Software otherwise then allowed under the applicable
3.10.2 disable, tamper with or otherwise attempt to circumvent any mechanism that limits your use of the Software;
3.10.3 rent, lease, lend, resell, transfer, publish or sublicense any Software or portion thereof to or for third parties, except as explicitly permitted herein or in license terms that accompany any Software component;
3.10.4 use the Software for any purpose that is unlawful or prohibited by this agreement; or
3.10.5 use the Software in any manner that could damage, disable, overburden, or impair any Baserow service, or the network(s) connected to any Baserow service, or interfere with any other party’s use and enjoyment of any Software.
4.1 Baserow will provide regular maintenance and support in relation to the Software during the term of the agreement if parties agreed on specific additional services, in accordance with standard Baserow practices as provided in the agreed schedule.
4.2 Three months after an enhanced version has been made available, Baserow is no longer obliged to repair errors in the previous version and to provide support and/or perform maintenance services for a previous version.
4.3 Client renders every assistance required by Baserow for maintenance services, which includes that client should temporarily stop using the Software and should make a backup of all data.
4.4 Errors are repaired at a location and in a manner to be determined by Baserow. Baserow is entitled to install temporary solutions, program bypasses or problem-avoiding restrictions in the software.
4.5 Baserow is never obliged to recover corrupted or lost data.
5.1 If support services to users and/or administrators of the Software are included in the agreement, Baserow will advise online (by telephone or by email) on the use and functioning of the Software specified in the subscription. The client is obliged to specify requests for support as comprehensively and in as much detail as possible so that Baserow can respond appropriately. Baserow will handle substantiated requests for support properly within a reasonable period of time and in compliance with its applicable procedures. Baserow does not guarantee the correctness, completeness or timeliness of responses or of the support offered. Support is offered on working days during Baserow’s usual business hours.
6.1 The client will pay the subscription fees based upon client’s choice of subscription and total amount of end-users.
6.2 Baserow shall issue invoices, through their payment partner, to the Client as set out in the payment flow through Baserow’s website when client enters into the subscritpion.
6.3 The client will pay all invoices from Baserow in full on start date of the subscription, in accordance with the terms of Baserow’s payment partner, following acception of the subscription terms. At Baserow’s sole discretion, it can suspend the Services or use of Software if client fails to pay the subscription fees in time.
6.4 All fees and amounts as included on Baserow’s website are in American Dollars and excluding VAT and disbursements, unless indicated differently. The client will indemnify and hold Baserow harmless from and against all claims, damages, costs and expenses related to any failure by the client to pay any taxes or premiums due by the client in connection with the provision of Services or the Software under the agreement.
Article 7. Term and termination
7.1 The commencement date and term of the subscription period are displayed on Baserow’s website during the registration process. The overview of the subscription details will be send by electronic mail to the client, per confirmation.
7.2 Either party may rescind the agreement by giving a notice of termination before the end date, this will not impact the payment obligation of the Client. No fees will be refunded if client stops using its subscription before the end date.
7.3 Each party may terminate the agreement in whole or in part on a written notice with immediate effect if one of the following events occur:
7.3.1 the other party has been declared bankrupt or has been granted
suspension of payments;
7.3.2 the other party fails to comply with its obligations under the agreement due to a force majeure event for a minimum period of 60 days;
7.3.3 the other party fails to comply with its obligations under the agreement and, if the breach is capable of being remedied, fails to remedy such breach within a reasonable period of maximum 60 days following receipt of a written notice from the other party requiring it to do so.
Article 8. Intellectual Property
8.1 The execution of the assignment by Baserow does not include the transfer of intellectual property rights, including but not limited to copyrights, patents, trade names, trademarks, designs and databases, whether or not registered and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of them, which may subsist anywhere in the world (“IPR”).
8.2 Each party acknowledges the ownership of the other party’s IPR and agrees that all use of the other party’s IPR shall inure to the benefit of the other party. Each party acknowledges that its utilization of the other party’s IPR shall not create in it any right, title or interest in or to such IPR other than the rights expressly granted herein, and each party agrees not to do anything contesting or impairing the IPR of the other party.
8.3 All IPR to the Services, Software, know-how, trade secrets, data files, databases, hardware, training, testing and examination materials, as well as other materials such as analyses, designs, documentation, reports, offers, including preparatory materials for these materials, developed or made available to the client in relation with the subscription remain exclusively vested in Baserow, its licensors or its suppliers. The client is solely granted the rights of use laid down in these Terms.
8.4 Baserow is entitled to use and/or exploit without any restriction, the parts, designs, algorithms, documentation, works, protocols, standards and other information that Baserow get knowledge of during the term of the agreement.
8.5 Baserow indemnifies the client against any claim of a third party based on the allegation that software, data files, hardware or other materials developed by Baserow itself infringe an IPR of that third party, provided always that client promptly Informs Baserow in writing about the existence and content of the claim and leaves the settlement of the claim, including any arrangements to be made in this context, entirely up to Baserow.
8.6 Baserow guarantees that no rights of third parties preclude making hardware, software, material intended for websites, data files and /or other materials, designs and / or other works available to Baserow for the purpose of use, maintenance, processing, installation or integration.
8.7 During the term of the agreement, each party may develop or acquire general knowledge, experience, skills and ideas regarding the services, which are not protected by intellectual property rights. Parties may use this general knowledge, experience, skills and ideas to the extent that this does not result in disclosure of Confidential Information or unauthorized use of any IPR of the other party or a third party.
Article 9. Guarantees
9.1 Baserow does not guarantee either that the Software functions without interruptions and/ or that all errors are always repaired.
9.2 Baserow may charge the costs of the repairs to the client at its applicable rates if such repairs are required as a result of usage errors or client not using the Software properly, or as a result of causes that cannot be attributed to Baserow.
Article 10. Limitations and exclusions of liability
10.1 Baserow assumes no liability or responsibility for any (i) errors, mistakes or inaccuracies of data or information posted, transmitted or otherwise made available through the services, (ii) any interruption or cessation of transmission to or from the services, or (iii) the defamatory, offensive or illegal conduct of any third party not under Baserow’s control.
10.2 To the fullest extent permitted by applicable law: in no event shall (a) either party, its affiliates or their employees, contractors, agents, officers or directors be liable for any indirect damages; and (b) either party’s cumulative and aggregate liability under the agreement for direct damages exceed the fees (excluding VAT) paid to Baserow by the client under the agreement related to the specific Services in the 12 months preceding the event giving rise to the liability. The exclusions and limitations in this section apply whether the alleged liability is based on contract, tort, negligence, or any other basis, even if the non-breaching party has been advised of the possibility of such damage.
10.3 The client is fully and solely responsible and liable for the use of the services, and for the strict compliance of such use with applicable law, including but not limited to data protection and copyright laws and for compliance with the agreement. The client indemnifies and holds Baserow harmless from and against all liability, loss, cost, damage or expense, including reasonable attorney’s fees, arising from breach by the client of the use of the services, including any claims made by the client or other third parties.
10.4 The limitation of liability does not apply in case of an infringement of IPR, or in case of gross negligence or willful misconduct of the other party, its senior management or its employees.
10.5 Neither party shall be liable for any delays or nonperformance directly or indirectly resulting from circumstances or causes beyond its reasonable control (“overmacht”).
Article 11. Confidentiality
11.1 Either party agrees to keep strictly confidential all information of which it knows or should reasonably know it is confidential. The client acknowledges that Software made available by Baserow is always confidential in nature and that this Software contains trade secrets of Baserow (or its supplier or the producer of the Software if any).
11.2 Each party will: (i) only use confidential information received for the purpose it was provided, (ii) prevent disclosure of confidential information to third parties, and (iii) restrict the circulation of confidential information to persons that have a need to know in connection with the agreement.
11.3 The prohibitions in this article do not apply to confidential information of which disclosure is required by law or requested by any governmental or regulatory agency or body, provided that (i) such disclosure is covered by protective measures which reasonably protect the interest of the owner of the confidential information, (ii) the disclosing party has given prompt written notice to the owner of the confidential information before such disclosure occurs to allow the owner to prevent such disclosure through appropriate legal means and (iii) the receiving party must inform the relevant authority that the confidential information is subject to a confidentiality obligation.
11.4 If this agreement is terminated, each party upon request will promptly return to the other party all documents, contracts, records, or other information received by it that disclose or embody confidential information of the other party. The obligations in this article will continue to apply for a period of three years after termination of the agreement.
Article 12. Personal information and privacy
12.2 If Baserow should process personal data of the client or client’s customers (‘Client Data’) as a processor like described in the General Data Protection Regulation, then Baserow’s Data Processing Agreement (the “DPA”) is applicable to the provided services and incorporated to the agreement with the client by reference. Baserow will only process Client data based on the instructions of Client and as further specified in the DPA.
Article 13. Security
13.1 Baserow will do its upmost best to implement appropriate technical and organizational measures to keep the services secure and protect them against unauthorized or unlawful processing and accidental loss, destruction or damage. If the agreement does not include an explicitly defined security method, the security measures provided meet a level that is not unreasonable in view of the state of the art, the implementation costs, the nature, scope and context of its services as known to Baserow of the information to be secured, the purposes and the standard use of Baserow’s services and the probability and seriousness of foreseeable risks. Baserow will use reasonable endeavors to implement such security measures in line with industry standards. Baserow is entitled to adapt the security measures from time to time if this should be required as a result of a change in circumstances.
13.2 The client adequately secures its systems and infrastructure and other relevant parts of the organization and keeps these adequately secured.
Article 14. Miscellaneous
14.1 The client is not entitled to sell, transfer or pledge its rights and obligations under the agreement to a third party.
14.2 If any provision of the Terms or agreement proves wholly or partially null and void and/or invalid by a court or other competent authority, this shall not affect the validity of any of the other provisions of the Terms or the agreement or of the other agreements between the parties.
14.3 Each party represents, warrants and covenants that it will comply with all applicable laws and regulations in connection with this agreement.
Article 15. Applicable law
15.1 The laws of the Netherlands shall govern the legal relationship between Baserow and the client. Any dispute shall be submitted exclusively to the courts of Amsterdam.