These General Terms and Conditions apply to the use of the Bidx Platform by Customers as defined below. By using the Bidx Platform you acknowledge to have read, understood and accepted the General Terms and Conditions. If you do not wish to agree to them, you will gain no access to and will not be able to use the Bidx Platform.
We advise you to read these General Terms and Conditions carefully so that you are aware of your rights and obligations when accessing and using the Bidx Platform.
You can download and print these General Terms and Conditions here https://bidx.net/terms. When using the Bidx Platform, you will also be subject to the Bidx Privacy Statement.
Article 1. Definitions
In these General Terms and Conditions the – capitalized – terms listed below are defined as follows, regardless of whether they are used in the singular or plural:
Account:
The environment managed by the Customer and/or Moderator which, inter alia, provides access to the management environment of the Portal;
Agreement:
The agreement between a Customer and Bidx to use the Platform, to which these General Terms and Conditions apply in full;
Bidx:
Bidx B.V., a private limited company with its registered office and principal place of business at De Ruyterkade 107, Amsterdam, the Netherlands, www.bidx.net, email: info@bidx.net, Tel +31 202 181 060, listed in the Trade Register of the Chamber of Commerce under file number 34379039;
Bidx Content:
The material (including image material) made available by Bidx on the Platform, comprising inter alia photos and videos; this material is not Customer Content and/or User Content;
Confidential Information:
Means any and all information disclosed under the Agreement in any form (whether or not expressly disclosed as such), including but not limited to any and all financial, sales, marketing and/or business information, technical, consumer or personal data, trade secrets, know-how, and software source documents, unless expressly stated otherwise;
Content:
The Member Content, Customer Content and the Bidx Content together;
Customer:
The entity which has entered into the Agreement with Bidx;
Customer Content:
The content published on the Platform and/or within the Portal by a Customer; this content is not Bidx Content;
Portal:
The community created by a Customer and managed by a Moderator on the Bidx Platform with which Users can register, including Competition(s) and/or Hotline(s);
IP rights:
All intellectual property and connected rights, such as copyrights, trademark rights, , design rights, trade name rights, database rights and related rights as well as rights to know-how and intellectual property equivalents;
General Terms and Conditions:
These general terms and conditions of Bidx;
Log-in Data:
The user name and password chosen by a Customer;
Moderator:
The natural person appointed by the Customer to moderate and manage the Portal
Order Confirmation:
The document describing the specific conditions that apply to the Portal, including but not limited to the modules, the price and the customer support;
Party:
Bidx and/or Customer;
Platform:
The platform exploited by Bidx which allows Customers to create Customer Portals with which Users can register for the purpose of starting, growing and financing small and medium sized enterprises in emerging markets;
Privacy Statement:
The Bidx privacy Statement;
User Terms of Service:
The user terms of services, made available by Bidx to the Customer, which shall govern the use of the Portal and/or Platform of Customer by Users;
User:
The natural person or (legal) entity which has registered with a Portal
User Content:
Content posted by Users within a specific Portal
User Privacy Statement:
The privacy statement, made available by Bidx to the Customer, which shall govern the processing of personal data of Users by Customer, when using the Portal and/or Platform;
Website:
Bidx’s website, the web address of which is www.bidx.net, as well as all underlying pages.
Article 2. Scope and applicability
2.1
Bidx provides access to a Platform on which Customers can create Portals with which Users can register. It functions as an intermediary allowing Customers to come into contact with Users. Bidx does not advise on the merits or risks of investing and by no means publicly offers or trades any in securities. Bidx does not represent any Customers or Users that registered with any Portals.
2.2
Customer itself is responsible for the Customer Content it publishes within the Portals. Bidx furthermore does not control the Customer Content that may be published in the Portals. Bidx does not perform independent verifications of facts or investigations of Customer or Customer Content. Bidx can therefore not be held liable for any damage or any loss of any kind or nature caused by, but not limited to, negligence, misrepresentation of facts, disclosure or non-disclosure of Customer Content.
2.3
Customer can appoint a Moderator for its Portal(s). Customer remains fully responsible and liable for the Moderator and all actions and omission of the Moderator.
2.4
The Customer fully indemnifies bidX against any damage and costs that bidX may suffer or incur as a result of any dispute of Customer with other Customers, Users and/or third parties in relation to Customer Content, User Content and/or any other services provided by Customer. bidX will under no circumstance mediate, arbitrate, and/ or intervene in a dispute between Customer and Users.
2.5
These General Terms and Conditions apply to all offers, quotations and proposals made by bidX as well as to the Agreement and all other agreements with Customer to which bidX is a party, insofar as the parties have not in writing stipulated terms and conditions that vary from these General Terms and Conditions.
2.6
bidX shall at all times be entitled to alter and/or update these General Terms and Conditions. The most up-to-date General Terms and Conditions shall be available on the Platform and/or shall be otherwise brought to the attention of the Customers. If the Customer continues accessing and using the Platform and/or its Portals after these General Terms and Conditions have been altered and/or updated, the Customer thereby irrevocably accepts the altered and/or updated General Terms and Conditions. If the Customer does not consent to the altered and/or updated General Terms and Conditions, he will have no option other than to terminate the Agreement and cease the access to and use of the Platform and/or the Portals and remove the Account.
2.7
No general terms and conditions or other conditions of the Customer shall be binding upon Bidx and any such terms and conditions are hereby explicitly rejected. In the unlikely event that both these General Terms and Conditions and the Customer’s general terms and conditions are applicable, these General Terms and Conditions shall prevail.
Article 3. User agreement
3.1
With regard to the access to and use of the Portals, Customers enter into a separate agreement with Users. Bidx is no party to that agreement.
3.2
Customer guarantees that it will incorporate in its agreement with the User the User Terms of Service and the Privacy Statement provided by Bidx to Customer. The Customer shall make it clear at any and all times that it acts as an independent party, under its own name and for its own account and risk. The Customer is solely responsible and liable for the agreement entered into with the User. The Customer is not authorized to enter into agreements on behalf of BidX or enter into obligations on its behalf or take on liabilities on its behalf in respect of the Customer’s or other third parties. The Agreement does not create any joint venture, agency or labour relationship.
3.3
The Customer is responsible for ensuring that it provides the latest version of the User Terms of Service and the Users Privacy Statement to the User and that the User Terms of Conditions apply in full under the agreement between Customer and User. Bidx accepts no liability for any damages and/or costs incurred by the Customer and/or User as a result of the fact that the Customer i) provided the User with an outdated version of the User Terms of Service and/or Users Privacy Statement, and/or ii) failed to make the User Terms of Service and/or Privacy Statement part of the agreement with the User.
3.4
Customer is entitled to agree upon additional terms with the User and/or agree to terms that deviate from the terms of the Users Terms of Service provided these additional and/or deviating terms are not contrary to specific terms of the User Terms of Service which will be identified by Bidx. Furthermore, Customer is entitled to insert additional terms in the Privacy Statement. However, Customer is not entitled to insert terms that are contrary to or deviate form the terms as stated in the Privacy Statement Bidx provides to the Customer.
3.5
In the event that a Customer violates its obligations following from this clause, that Customer will forfeit an immediately due and payable penalty at a call of USD 5,000 (five thousand US Dollars) per violated obligation, and a penalty of USD 10,000 (ten thousand dollars) for every day that such violation continues. The aforementioned does not withstand Bidx’s (additional) rights and remedies under these General Terms and Conditions and the Agreement and/or applicable law, such as its right to claim (additional) damages.
Article 4. Account
4.1
In order to access the Platform and create a Portal the Customer must create an Account in the manner indicated on the Platform.
4.2
Bidx will use its best efforts to start delivering the Portal according to the specifications agreed upon within one (1) month after signing the Order Confirmation. Customer accepts and agrees that the Portal may be delivered later due to capacity or planning. Delivery means that the Portal is ready to be published. The Portal will be published upon receipt of the agreed upon payment by Customer.
4.3
Customer guarantees that he has provided bidx with all information necessary to deliver and set up the Portal. Customer acknowledges that failure to (timely) provide the necessary information may result in a delay in the delivery.
4.4
The Customer warrants Bidx that the information provided on creating the Account is complete, truthful and correct. It is therefore not permitted to create an Account in the name of another person and/or entity. When registering, the Log – in Data must also be chosen.
4.5
Irrespective of the legal entity or the composition of a team, one private person will be both, the official applicant and the contact person for Bidx. If this person represents an organization, this person declares to be legally authorized to represent that organization and this person signs on behalf of the organization as a whole.
4.6
If for any reason the Customer’s information is not or no longer up to date, complete or correct, the Customer must without delay update his data so that they are once again up to date, complete and/or correct.
4.7
The Customer itself is responsible for keeping the Log – in Data secret. As soon as the Customer knows or has reason to suspect that his Log – in Data are in the possession of non-authorized persons or if he knows and/or suspects that his Account is being abused, the Customer must notify Bidx immediately notwithstanding the Customer’s own responsibility to take immediate and appropriate action, for example by altering his Log – in Data. The Customer accepts and acknowledges that he is at all times responsible and liable for all and every access to and/or use made of the Platform via his Account. The Customer indemnifies Bidx against all damage and costs arising from and/or related to third parties’ access to and/or use of the Platform via the Customer’s Account.
Article 5. License
5.1
Under the conditions laid down in these General Terms and Conditions, Bidx grants the Customer a limited, personal, revocable, non – exclusive, non-sub-licensable and non – assignable right to access to and use of the Platform for the purposes described in these General Terms and Conditions and under conditions regarding the payments concerned.
5.2
The Customer may not sell, hire out or dispose of the Platform or grant limited rights to it or make it available to a third party in any manner or for any purpose what so ever.
5.3
The Customer may not copy, alter, adjust, decompile, reverse – engineer, apply scripts or in any manner visually or otherwise manipulate the Platform, including – but not limited to – the Bidx Content, nor instruct a third party to perform aforementioned actions.
5.4
Bidx has the right to, at its own discretion, (temporarily) deny or refuse Customers access to the Platform and/or to prevent Customers from creating an Account.
Article 6. Payment
6.1
The prices payable by Customer are stipulated in the Order Confirmation.
6.2
All prices are exclusive of turnover tax (VAT) and other government levies that have been or are later imposed. Except where agreed otherwise, all prices are in euros in all cases and Customer must effect all payments in euros.
6.3
The relevant documents and information from bidx’s administration or systems shall be conclusive evidence of the provided Portal and the amounts payable by Customer in return for the Portal, without prejudice to Customer’s right to submit evidence to the contrary.
6.4
If Customer is subject to a periodic payment obligation, bidx shall be entitled to adjust the applicable prices and rates in writing subject to advance notice of at least three (3) months. If Customer does not wish to agree to this change, Customer shall be entitled to terminate the Agreement in writing with effect from the date on which the change is due to enter into force within thirty days following the date of notification.
6.5
Bidx may each year increase the applicable prices it charges Customer for the Portal that require a periodic payment, in conformity with the price index figure for the preceding calendar year as published by Statistics Netherlands CBS (Consumer price index ‘all households’), plus a mark-up of not more than 5%. Bidx may implement the price increases at a later date should it deem this preferable from an administrative point of view.
6.6
Amounts due shall be paid by Customer in accordance with the payment terms that have been agreed in the Order Confirmation or that are stated on the invoice. Customer shall not be entitled to suspend any payments or to offset any amounts due.
6.7
If Customer fails to pay the amounts due or to pay the amounts due in a timely manner, statutory commercial interest shall be payable by Customer on the outstanding amount without a demand or notice of default being required. If Customer still fails to pay the amount owed after receiving a demand or notice of default, bidx may refer the debt for collection, in which case Customer shall also be obliged to pay all in-court and out-of-court expenses in addition to the total amount due, including all costs charged by external experts.
6.8
Notwithstanding the above, in the event Customer fails to fulfil its payment obligations, bidx may also terminate the license or suspend the Portal offered under the Terms and Conditions.
Article 7. Customer Content
7.1
The Bidx Content is selected by Bidx. The Customer may not modify or adapt the Bidx Content in any manner or use it in any manner other than for the purpose as described within the Platform.
7.2
Aside from the Bidx Content, the Customer can make Customer Content available via the Portals. The Customer can restrict access to its Customer Content by using the view settings functionality. The Customer is fully liable and responsible for the Customer Content which he publishes and/or communicates. The Customer indemnifies Bidx against all third – party claims which are in any way related to or arise from the publishing and/or use of the Customer Content.
7.3
Customers will only disclose Customer Content which is correct to their best possible knowledge.
7.4
It is not permitted to make Customer Content available:
- which, at the discretion of Bidx, is discriminating with regard to appearance, race, religion, sex, culture, origin or is otherwise deemed hurtful, offensive or inappropriate;
- which, at the discretion of Bidx, is misleading, harmful or illegal;
- which constitutes spam;
- which contains viruses, Trojan horses, worms, bots or other software which can damage automated work or make it unusable or inaccessible or delete it, or which can appropriate it or which are intended to circumvent technical protection measures of the Platform and/or the computer systems of Bidx;
- which is based on untruths and/or is misleading or subsists in the assumption of a false identity and/or which wrongly suggest s that the Customer is involved with Bidx;
- which infringes the rights of Bidx and/or third parties, including but not limited to IP rights or rights concerning the protection of privacy;
- is contrary to these General Terms and Conditions or any applicable laws or regulations, is in any other manner unlawful or which could prejudice the interests and reputation of Bidx.
7.5
Bidx reserves the right, without prior notice, to abridge, alter, refuse and/or remove Customer Content and/or Bidx Content if this is necessary in Bidx’s opinion, without this resulting in any right to damages and/or liability on the part of Bidx.
Article 8. Other Customer obligations
8.1
Customer has the obligation to promote Finance Ready businesses towards Users and encourages interaction between Users.
Article 9. Availability of the Service and Customer support
9.1
Bidx is at all times entitled, without prior announcement and without in any way becoming liable to the Customer, (i) to make procedural and technical alterations and/or improvements to the Platform (and therefore also the Portals) and (ii) to (temporarily or permanently) discontinue access to the Platform (and therefore also the Portals), for instance on account of maintenance to be performed.
9.2
The Customer is himself responsible for the purchase and/or proper operation of the infrastructure and reliable telecom facilities (including internet connection) which are required for using the Service. Bidx is not responsible or liable for costs arising from the use of telecom facilities and charged via the telecom provider.
9.3
Bidx is in no way liable to the Customer for any damage that arises from or that are the result of any (temporary) unavailability or (interim) breakdown of the Platform.
9.4
Bidx will provide the Customer with the Customer support as described in the Order Confirmation. Bidx will furthermore offer Customer the right to use its reporting tool. The Customer support as well as the use of the reporting tool are offered on a best efforts basis.
Article 10. Non disclosure
10.1
Bidx takes reasonable steps to ensure that Confidential Information is not disclosed. However, neither Bidx, nor its shareholders, directors or staff shall be liable – either collective or individually – for any indirect, special, incidental, punitive or consequential damages incurred by any Customer or arising out of the disclosure of Confidential Information.
10.2
All Confidential Information disclosed by parties under the Agreement will be presumed to be Confidential Information and will be so regarded by parties, unless the receiving Party can prove that the materials or information are not Confidential Information because they are: (1) already known to the receiving Party at the time that they are disclosed by the disclosing Party; or (2) publicly known at the time of the disclosure to the receiving Party. Additionally, the confidentiality obligations herein will cease as to particular information that: (1) has become publicly known through no fault of the receiving Party ; (2) is received by the receiving Party properly and lawfully from a third party without restriction on disclosure and without knowledge or reasonable suspicion that the third party’s disclosure is in breach of any obligations to the disclosing Party ; (3) has been developed by the receiving Party completely independent of the delivery of Confidential Information hereunder; or (4) has been approved for public release by written authorization of the disclosing Party.
10.3
The Parties acknowledge that any Confidential Information disclosed by the disclosing Party to the receiving Party is subject to its use for the limited and sole purpose of the execution of the Agreement.
10.4
Parties agree that they will maintain and preserve the confidentiality of all Confidential Information disclosed to by the disclosing Party, including, but without limitation, taking such steps to protect and preserve the confidentiality of the Confidential Information as it takes to preserve and protect the confidentiality of its own confidential information, but in any event taking no less than a reasonable degree of care. The receiving Party furthermore agrees that it will not disclose such Confidential Information to any third party (including subcontractors and consultants) without the express written consent of the disclosing Party.
10.5
In the event that a Customer violates its obligations following from this non disclosure clause, that Customer will forfeit an immediately due and payable penalty at a call of USD 5,000 (five thousand US Dollars) per violated obligation, and a penalty of USD 10,000 (ten thousand dollars) for every day that such violation continues. The aforementioned does not withstand Bidx’s (additional) rights and remedies under these General Terms and Conditions and the Agreement and/or applicable law, such as its right to claim (additional) damage.
Article 11. Liability
11.1
Bidx does not accept any liability for financial loss and/or any other loss resulting from an attributable failure in the performance of the Platform, including but not limited to damage resulting from or relating to an advice, suggestion, investment, lack of interest, broken promise, false data and/or any contact with parties introduced by or through the Platform, the use of the Platform, Portals and/ or the Customer and Customers Content and/or the impossibility of using them and/or on account of an unlawful act or otherwise, where this is permitted under mandatory law.
11.2
If Bidx is liable to the Customer for damage on whatever ground, Bidx shall be liable solely for direct damage suffered by the Customer as a result of
- i) An attributable failure to Bidx to perform its obligations under the Agreement,
- ii) An unlawful act or
iii) Otherwise,
Up to an amount not exceeding EUR 5.000 (in words: five thousand euros) per event. Bidx’s overall aggregate liability under the Agreement, on whatever ground, shall at no time exceed EUR 10.000 (in words: ten thousand euros).
11.3
Any liability on Bidx’s part for indirect loss, including but not limited to consequential loss, loss and/or damage of data, loss of profit and loss of revenue, loss of savings, reduced goodwill, damage by business interruption and damage as a result of claims from third parties is excluded. Also excluded is liability on Bidx’s part on account of mutilation, destruction or loss of information, data and/or documents and/or damage through delays in the transmission of data traffic.
11.4
The restriction of liability stated in this article applies equally to any indemnification obligations that may lie with Bidx.
11.5
This restriction of liability is not however intended to exclude Bidx’s liability for intent and/or gross negligence on the part of Bidx itself and/or Bidx’s managing board.
11.6
No right to damages shall exist unless the Customer notifies Bidx in writing of the damage promptly after it has arisen. Any claim for damages against Bidx shall become extinguished by the mere lapse of twelve (12) months after the claim ha s come into being.
Article 12. Guarantees and indemnifications
12.1
The Customer accepts that the Platform, including but not limited to the Portals contains solely the functionality and other properties that the Customer encounters when he starts using the Platform (“as is basis”). Thus Bidx expressly excludes explicit and tacit guarantees, undertakings and indemnifications of any kind, including but not limited to guarantees, undertakings and indemnifications regarding the quality, security, lawfulness, integrity and accuracy of the Platform.
12.2
More specifically, Bidx does not issue guarantees regarding the availability and functionality and quality of the Platform or the availability and quality of Bidx Content and/or Portals.
12.3
The Customer is liable to Bidx for and shall fully indemnify Bidx against any damage and costs that Bidx may suffer or incur as a result of (i) any actions of the Customer in the use of the Platform, including but not limited to the use of the Account, the Portals and/or Customer and User Content, (ii) a breach of these General Terms and Conditions, (iii) an unlawful act of the Customer and/or any infringement by the Customer of IP rights and/or any other rights of third parties. The Customer shall furthermore compensate any costs and damage that Bidx incurs or suffers in relation to such liability.
Article 13. Privacy
In the context of the Agreement, Customers will provide (personal) data to Bidx. These (personal) data shall be processed in accordance with Bidx’s Privacy Statement and the applicable laws and regulations. The Privacy Statement can be found on https://bidx.net/privacy/.
Article 14. IP Rights
14.1
The IP rights relating to the Platform and the Bidx Content are vested in and shall remain vested in Bidx and/or its licensors.
14.2
No provision in these General Terms and Conditions shall be construed as an assignment or waiver of any IP rights relating to the Platform to the Customer.
14.3
Customers in principle retain IP rights relating to the Customer Content published in the Platform. The Customer acknowledges and agrees that by making available / uploading his Customer Content to Bidx he automatically grants a cost – free, worldwide, irrevocable, sub-licensable and transferable license to Bidx to use, communicate to the public and reproduce this Customer Content insofar as it is related to providing the Platform.
14.4
The Customer warrants Bidx that he holds all the rights relating to the Customer Content and that he is fully entitled to provide the license to Bidx as stipulated in article 13.3. Bidx cannot be held liable for the misuse of IP Rights by a User. Bidx has no obligation to verify legal and proper use of IP Rights.
14.5
The Customer is not entitled to register or apply for the registration of any right relating to a work, design, drawing, trademark and/o r trade name that is identical or confusingly similar to any work, design, drawing, trademark and/or trade name that is protected by an IP right belonging to Bidx. Thus the Customer may not use or file a domain name that is identical or confusingly similar to any trademark, trade name or other distinctive sign used and/or registered by Bidx. Nor may the Customer use any sign and/or word regarding which Bidx may exercise IP rights within the context of search engine optimization, such as registering Google Adwords.
Article 15. Duration and termination
15.1
The Agreement is entered into for a period of two (2) years and will automatically renew for subsequent periods of one (1) year unless the Agreement is terminated earlier in accordance with this article and/or unless Parties have agreed otherwise in the Order Confirmation.
15.2
The Customer is entitled to, without cause, terminate the Agreement and cease the use of the Platform, the Portals and delete it’s Account, provided Customer has taken into account a notice period of thirty (30) days.
15.3
Each of the Parties shall be entitled to rescind the Agreement if the other party imputably fails to perform material obligations under the Agreement – in all cases, after having received a proper written notice of default which is as detailed as possible and in which it has been given a reasonable time period to remedy the breach.
15.4
Each of the Parties may partly or completely rescind the Agreement in writing with immediate effect and without a notice of default if the other Party is granted a provisional or non-provisional suspension of payments, if a petition for liquidation is filed with regard to the other Party or if the other Party’s business is wound up or terminated for other reasons besides a business reconstruction or merger.
15.5
The Customer acknowledges and agrees that after termination of the Agreement he will no longer have any access to Platform and/or its Portals. It furthermore acknowledges and agrees that after termination of the Agreement, or earlier if this deemed necessary by Bidx, Bidx will take over the management of the Customer’s Portal. The Customer will have no rights whatsoever with regard to the Portal and/or the Users that have registered.
15.6
The Moderator will not directly or indirectly try to communicate with the Users after termination of the Agreement. Furthermore, the Customer will not, after termination or prior thereto, make any negative remarks regarding Bidx, the Platform and/or the Portals.
15.7
On removing an Account, the Customer Content may following its removal continue to be disclosed for a limited period of time via the Platform and/or Portals. Bidx is not liable for any damage resulting from or caused by this disclosure of the Customer Content.
Article 16. Anti-corruption and business principles
16.1
Bidx employees, subscribers, representative of Bidx, or any other person with whom Bidx has professional ties, who has access to inside information on Bidx activities, shall (i) obtain financial or personal interest or any kind of benefit from the organization of activities, and / or (ii) have any kind of financial or personal interest or any kind of benefit in any contract, subcontract or agreement with respect thereto.
16.2
Nor Bidx, its employees, subscribers or any persons representing Bidx will offer to third parties, nor request or accept from them, either for himself or any other party, any gifts, rewards, compensations or profits of any kind, which can be seen as illegal or unlawful and that are directly or indirectly related to their position or to Bidx. Any practices equal or similar to those mentioned in this paragraph may cause the termination of the relationship with Bidx.
16.3
Bidx ascribed to the anti – bribery principles contained in the 1999 OECD Anti – bribery Convention.
16.4
Bidx strives to maintain a culture characterized by short lines of communication, openness and transparency.
Article 17. Miscellaneous
17.1
The Agreement, these General Terms and Conditions as well as the access to and the use of the Platform are governed by Dutch law. The Vienna Sales Convention (VSC) is expressly not applicable.
17.2
All disputes that may arise between Customers and Bidx shall be submitted to the competent court in the district of Amsterdam, unless mandatory law provides that the dispute must be submitted to a different court.
17.3
If any provision of these General Terms and Conditions turns out to be void or voidable or is for any reason invalid either wholly or in part, the other provisions of these General Terms and Conditions shall remain fully in force. Bidx shall replace the invalid provision with one that is valid and whose legal consequences, taking into account the content and purpose of these General Terms and Conditions, most closely correspond to those of the invalid provision.
17.4
In the event of questions and/or complaints please contact Bidx at info@bidx.net.
17.5
Bidx may assign the rights and obligations arising from the Agreement and/or these General Terms and Conditions to third parties and it shall notify the Customer thereof.