Article 1. Definitions

In these Rodeo Software & Howdoyoudo Conditions defined terms are written with an initial capital. The definitions of the terms in question, regardless of whether they are used in the singular or the plural in these Rodeo Software & Howdoyoudo Conditions, are stated below.

A. Customer: Rodeo Software, Rodeo US Inc., Howdoyoudo, and other party
B. Rodeo & Howdoyoudo Conditions: these Rodeo & Howdoyoudo Conditions.
C. Howdoyoudo is part of Rodeo Software B.V., a private limited liability company, registered with the Chamber of Commerce under number 34257666, having its registered office in Amsterdam the Netherlands and Rodeo US Inc 228 East 45th street Suite 9E New York, NY 10017 as well as all its legal successors; the Customer’s other party under the Agreement.
D. Service: Rodeo Software’s Software as a Service (SaaS), which service it offers via its Website and is purchased by the Customer under these Rodeo Conditions, which can be found at https://app.getrodeo.io.
E. User: a person who uses the Service under the Customer’s responsibility or a person for whom the Customer is responsible who uses the Service, which person has access to the Service as a user of the Service for the processing of Data and is usually, but need not be, an employee of the Customer.
F. Agreement: the agreement between the Customer and Rodeo Software on the use of a Service, which agreement is governed by these Rodeo Conditions. The agreement is concluded electronically after the Customer has declared during the ordering process by ticking the relevant box that it accepts these Rodeo Conditions.
G. Website: Rodeo Software’s website, http://www.getrodeo.io.
H. Intellectual Property Rights: all intellectual property rights and related rights, including but not limited to copyrights, trademark rights, patent rights, design rights, trade name rights, database rights and neighbouring rights, as well as rights to know-how and performances on a par with patentable inventions.
I. Data: all the information that the Customer and/or Rodeo Software process(es) and/or generate(s) using the Service. Data may originate at third parties.

Article 2. The Agreement 2.1

The Agreement is concluded the moment Rodeo Software gives the Customer confirmation of an electronic application of the Customer to make use of the Service. These Rodeo Conditions will be made available to the Customer when the application for the Service is made, by means of a link that will take the Customer directly to an easily downloadable set of these Rodeo Conditions on Rodeo Software’s website.
The Customer can easily save these Rodeo Conditions via that link for its own use, so that they can be accessed for later perusal if necessary.
2.2 These Rodeo Conditions govern all legal relationships between the Customer and Rodeo Software regarding the Service offered by Rodeo Software.
2.3 Any amendments to these Rodeo Conditions, including amendments to the scope of the Service, may be made by informing the Customer by email.
2.4 The applicability of any general conditions of the Customer is hereby expressly excluded.

Article 3. Rules regarding the use of the Service

3.1 The use of the Service and the Data is for the Customer’s own account and risk. The Customer acknowledges and is aware that the correctness, current relevance and completeness of the Data provided are essential to the functioning of the Service. The Customer is responsible for updating and/or supplementing the Data if they are no longer correct. Rodeo Software is therefore not responsible for the correctness and/or completeness of the Data processed by means of the Service by the Customer and the natural persons or users engaged by the Customer. 3.2 Users may not use the Service in such a way that Rodeo Software, its infrastructure or third parties are harmed in any manner whatsoever. Users may furthermore not use the Service in such a way that all or part of the Service is unavailable.
3.3 Users may not log onto the Website and/or the Service by using the login data of another person (including other Users), by using false login data or by circumventing security measures, regardless of whether those security measures are adequate.
3.4 Users may not use the Service to spread viruses and/or to upload harmful software, such as Trojans, worms and/or backdoors.
3.5 Users may not use the Service to send unsolicited email (spam).
3.6 Users may not use the Service to upload unlawful material (material that the User is not allowed to own by law or material that infringes third-party rights).
3.7 Users must administer with due care the login data for the use of the Service made available by Rodeo Software. If the Customer suspects that a third party has access to a User’s login data, the Customer must immediately inform Rodeo Software accordingly. Users have the possibility of generating new passwords within the Service and are requested to do so on a regular basis.
3.8 Users may furthermore not act in breach of the Agreement, these Rodeo Conditions and/or any legislation or regulations.
3.9 In addition to the other means and remedies available to Rodeo Software, if Rodeo Software believes there are grounds on which to do so, it may at any time, without stating any reason and without any prior explanation, temporarily or permanently, limit, suspend or inactivate activities of the Customer related to the Service if (i) the Customer acts in breach of the Agreement and/or these Rodeo Conditions; (ii) Rodeo Software believes that actions of the Customer will give rise to loss or liability on the part of the Customer itself, other parties, or Rodeo Software. Rodeo Software will in no event be liable on that ground.
3.10 Without consent being requested or required, Rodeo Software may unilaterally refuse, disable or transfer the subdomain desired by the Customer if it has a compelling reason to do so. The Customer will be informed accordingly by email.
3.11 Rodeo Software may update or upgrade the Service at its own discretion. Rodeo Software will inform the Customer within the environment of the processing of updates and/or upgrades insofar as they are relevant to the use of the Service, all of this at Rodeo Software’s discretion.

Article 4. Intellectual Property Rights

4.1 The Intellectual Property Rights in the Service are vested in Rodeo Software or its licensors.
4.2 All the trade names used and registered trademarks are owned by Rodeo Software or the owners in question. 4.3 By entering into the Agreement the Customer accepts and acknowledges that, subject to the conditions set out in the Agreement or in these Rodeo Conditions, Rodeo Software grants it only a limited, personal, revocable, non-exclusive right, which may not be sublicensed or transferred, to make independent use of the Service.
4.4 By entering into the Agreement and/or making available/uploading Data, the Customer automatically gives Rodeo Software permission to manage and use the Data insofar as that is necessary in order to provide the Service. The Customer agrees that backup copies will be made of Data. The Customer acknowledges that Rodeo Software cannot warrant compliance with these Rodeo Conditions by third parties.
4.5 No part of these Rodeo Conditions serves to transfer any intellectual property right to the Customer. The Customer may not perform any acts that may harm Rodeo Software’s reputation or infringe its Intellectual Property Rights.

Article 5. Liability and conformity

5.1 Rodeo Software’s liability for direct loss caused by attributable breach of the Agreement (breach of contract), regardless of the grounds for the claim for damages, including a wrongful act, is limited to the amount that the Customer has paid for the use of the Service, including VAT/TAX, in the twelve-month period preceding the harmful event. Rodeo Software’s liability for indirect loss, consequential loss, loss of profit, lost savings, loss of goodwill and loss caused by business interruption is excluded. Rodeo Software’s liability on the grounds of corruption, damage, destruction or loss of Data or other data is also excluded.
5.2 The Customer acknowledges that it is aware of the tax administration’s rules on the digital storage of invoices and receipts and the applicable legislation and regulations regarding conversion. Rodeo Software is not liable for claims from the tax administration, e.g. on the grounds that the converted or digitalised invoices or receipts are illegible. The Customer itself is therefore responsible for ensuring that the Customer itself and its Users make correct use of the Service.
5.3 The aforesaid limitations of liability lapse if the attributable breach is due to intent or gross negligence of Rodeo Software’s management.
5.4 Our subcontractors may also rely on the aforesaid limitations of liability.
5.5 If the Customer dissolves the Agreement on the grounds of attributable breach of the Agreement by Rodeo Software, any amounts already paid will not be repaid.
5.6 The Customer is liable towards Rodeo Software for, and fully indemnifies it against, any and all loss and costs, including but not limited to loss caused by infringement or alleged infringement of Intellectual Property Rights, third-party claims, debt collection costs, statutory interest or statutory commercial interest, loss of profit, penalties forfeited and costs of legal assistance incurred by Rodeo Software as a result of (i) attributable breach by the Customer, including but not limited to failure of the Customer to comply with the rules regarding the use of the Service referred to in article 3 of these Rodeo Conditions; (ii) any act of the Customer while using the Service; and/or (iii) a wrongful act. Conformity
5.7 Rodeo Software will use its best efforts, within reason, exercising the care that may be expected of a reasonably acting and reasonably skilled professional service provider, to offer the Service and make it available to the Customer in conformity with the Agreement, and thereby to maximise the uptime of the Service to the extent possible. However, Rodeo Software expressly does not warrant that the Service will be available at all times. Rodeo Software is not liable for temporary downtime of the Service. Rodeo Software assumes only best efforts obligations under the Agreement and these Rodeo Conditions.
5.8 Rodeo Software excludes all express and implied conformity and/or warranties, undertakings and guarantees of any nature whatsoever, including but not limited to conformity and/or warranties, undertakings and guarantees regarding the functionality, availability, quality, security, lawfulness, integrity and/or correctness of the Service and the information obtained, processed and/or generated by means of the Service, unless otherwise expressly provided in these Rodeo Conditions.
5.9 The Customer acknowledges and accepts that the Service is a service by means of which the Customer itself can process Data. The Customer itself is responsible and liable for all acts that it performs using the Service and, in particular, the Data.
5.10 The Customer itself is responsible for the purchase and/or the proper functioning of the infrastructure and for sound telecom facilities (including the Internet connection) that are necessary in order to use the Service.

Article 6. Personal data processing, data and confidentiality

6.1 Rodeo Software will process personal data in accordance with the law and its privacy policy, which can be found on the Website.
6.2 The following paragraphs (6.3 to 6.9) of this article must be regarded as a basic processor’s agreement within the meaning of the Wet bescherming persoonsgegevens (Personal Data Protection Act) and apply if personal data within the meaning of that Act are processed.
6.3 Rodeo Software is regarded as the processor and the Customer as the controller under the aforesaid Act.
6.4 Rodeo Software will process personal data while performing the agreed work for the Customer, whereby Rodeo Software may not process the personal data that it receives from the Customer for any purposes of its own other than those agreed on and may not make them available to third parties.
6.5 The security must be of a level that is not unreasonable in light of the state of the art, the sensitivity of the data and the costs involved in the security measures in question. Rodeo Software in no event warrants that the data security will be effective in all circumstances.
6.6 The Customer indemnifies Rodeo Software against any and all claims from third parties or government bodies in charge of the monitoring of compliance with the Personal Data Protection Act regarding infringements of that Act as referred to above, including any resulting costs.
6.7 The Customer is at all times responsible for adequately securing the workstations and systems of the Customer and Users and for taking organisational measures. Rodeo Software is therefore in no event responsible or liable in that regard.
6.8 Rodeo Software warrants that the personal data will in no event be processed outside the Member States of the European Union.
6.9 Rodeo Software warrants that it will respect at all times a data subject’s (User’s) right to inspect and/or correct his or her personal data.
6.10 Rodeo Software will not send any unsolicited emails. If the Customer has given Rodeo Software permission to do so, Rodeo Software will send it only emails related to its products and services.
6.11 The data collected using the Service will remain the Customer’s property at all times.
6.12 Both parties will observe strict confidentiality with regard to the information on the other party’s organisation, the functioning of the Service, the Data collected using the Service, etc. Without the other party’s prior written consent, a party will not make data at its disposal available to third parties; it may disclose such data to its employees only insofar as that is necessary in order to provide the agreed performances. Both parties will obligate their employees to comply with these confidentiality provisions.

Article 7. Payment 7.1

The Customer accepts the rates charged by Rodeo Software for the use of the Service as soon as the Customer approves these Rodeo Conditions during the ordering process by ticking the relevant box.
7.2 The differentiated prices charged by Rodeo Software are clearly stated on the www.getrodeo.io/pricing website. Rodeo Software may adjust the fees charged for its Services on a monthly basis. The Customer may terminate the Agreement referred to in (F) as from the next date on which the price adjustment enters into force.
7.3 Payment of all the amounts payable by the Customer to Rodeo Software for the Service must be made without any withholding, deduction and/or setoff, by transferring the amount due to a bank account stated by Rodeo Software. The payment must be made within seven days after the invoice date by direct debt collection (SEPA direct). The Customer may pay the amount due for the Service using one of the payment methods offered on the website of Rodeo Software’s service provider.
7.4 In the event of late payment the statutory interest is due on the outstanding amount, part of a month being counted as a full month. Any and all costs, both in and out of court, incurred by Rodeo Software in collecting any amount that the Customer fails to pay will be payable by the Customer.
7.5 If the Customer fails to pay any amount due, Rodeo Software has the right, until payment is made, to suspend the provision of its Service, including access to the Service, without being liable for any damages towards the Customer.
7.6 At the Customer’s request the access to the Service that has been blocked in accordance with paragraph 7.5 can be activated within three (3) months against payment of the outstanding fees, increased by an extra fee in accordance with paragraph 7.7.
7.7 All costs incurred by Rodeo Software both in and out of court, including legal fees, because the Customer fails to perform its payment obligations, will be payable by the Customer. The out-ofcourt costs (including debt collection costs) incurred by Rodeo Software are set at a minimum of 15% of the principal of the claim.
7.8 Rodeo Software reserves the right to file a police report in the event of payment fraud.
7.9 The Customer agrees to accept digital invoices from Rodeo Software (sent by email in PDF format).

Article 8. Term, termination and extension

8.1 The Agreement is open-ended, but may be terminated by the Customer but subject to the notice period stated in Article 8.2.
8.2. Invoicing of the Services provided will take place as soon as the user indicates that he wishes to make use of the Services. The mutations (number of users) of the month preceding the invoice date will be taken into account at the time of invoicing. The mutations will always be calculated pro rata (i.e. on the basis of the actual number of days on which the Customer and its users have made use of the service). At the time of invoicing an advance for the following month will furthermore be calculated, taking into account the number of users of the Customer at the time of invoicing. If the Customer states that it no longer wishes to use Rodeo Software’s services, a notice period will apply equal to the remaining number of days of the month in which the Customer gives notice of termination. That notice period also applies to user mutations in the course of a month.
8.3 All the rights granted to the Customer under the Agreement regarding the use of the Service lapse on termination of the Agreement.
8.4 Unless otherwise provided, any and all obligations that by their nature are intended to remain in force after termination of the Agreement will continue to apply after termination of the Agreement. Termination of the Agreement expressly does not release the parties from the provisions regarding confidentiality, liability, Intellectual Property Rights, governing law and choice of forum.
8.5 Regardless of the manner in which the Agreement ends, the data collected by means of the Service will no longer be available to the Customer and its users. During the termination process the Customer will be requested to email purchase and sales invoices to the administrative software, using the built-in mail-to function, so that all the purchase and sales transactions within the Service are and remain available to the Customer and its users in another digital or other environment.

Article 9. Support

9.1 The Customer is entitled to support during the period of use.
9.2 Support includes the right to consult documentation within the environment of the Service. During office hours (9 a.m. to 5:30 p.m.) the Customer is furthermore entitled to telephone support with regard to the functioning of the Service.
9.3 Support does not include: • services regarding system configurations (design), hardware and networks; • structural work, such as defining layouts, summaries, import definitions and links to third-party software; • on-site support. If the Customer requires on-site support, Rodeo Software will provide a quote; • expansion of the functionality of the Service at the Customer’s request; • conversion of files and/or re-instalment of backup files; • services regarding external databases of producers other than those of Rodeo Software; • configuration (design), training or other services not expressly described in these Rodeo Conditions; • support for the Internet connection; and • support in an environment that is not supported under the System Requirements.
9.4 Only a Customer may request support.
9.5 The Customer must first consult the applicable documentation (FAQs) before support is contacted by telephone. 9.6 With a view to the provision of support, Rodeo Software has the right to inspect the Customer’s data, either by means of applications such as TeamViewer or by means of direct access to the Customer’s environment.

Article 10. Other provisions

10.1 Rodeo Software has the right to transfer its rights and obligations to a third party. This applies in particular in the event of a change of legal form, sale or merger of its business.
10.2 The Customer must impose the obligations described in these Rodeo Conditions on the persons (Users) engaged by it and warrants that the persons (Users) engaged by it will comply with the provisions set out in these Rodeo Conditions. Breach by a person (User) will be regarded as breach by the Customer.
10.3 If any provision of the Agreement and/or these Rodeo Conditions is declared invalid or non-binding or is not in keeping with mandatory rules of law, the other provisions of these Rodeo Conditions will continue to apply and the parties will replace the invalid or non-binding provision(s) in close consultation with other provisions that are valid and binding and whose legal consequences are as similar as possible to those of the invalid and non-binding provision, taking the parties’ original intentions into account to the extent possible.
10.4 These Rodeo Conditions are governed by Dutch law.
10.5 Disputes must be solved between the Customer and Rodeo Software to the extent possible. If that is impossible, the court in the district in which Rodeo Software has its registered office has jurisdiction to hear and decide on the dispute, unless the Subdistrict Court (kantonrechter) has jurisdiction to decide on the claim, on the grounds of its nature or the amount/value involved. In the latter case the Subdistrict Court has exclusive jurisdiction to hear and decide on the dispute.
10.6 Rodeo Software has the right to amend these Rodeo Conditions if that is relevant.
Rodeo Conditions version 2.0 November 2018