Admin user license
An optional one-person User License to use the Web Editor to change settings and Customer Data in the Application.
Other Support Service Providers
A third party that is not affiliated with Catchphrase and authorized by Catchphrase to provide Customer Support Services for the Application.
The App distribution parties and suppliers of supported devices.
App distribution party
The third-party manages and controls the technical gateway and distribution mechanism for charging End User Apps on the Supported relevant devices (such as Apple for charging apps on iPads and iPhones).
Catchphrase B.V., established in Utrecht (the Netherlands), registered with the Chamber of Commerce under number 77550072, VAT identification number 861043285B01.
All data, content, logos, information, and materials available through the Services, with the exception of Customer Data.
The Catchphrase Briefing Platform, which is Catchphrase's software solution, can be used for staff briefing and debriefing. The platform consists of the End User App and web-based desktop application and the server software.
The licensing of the Application and making the Application available via the public internet for use by the Client on supported devices and the provision of the related Support Services and any Support Services the delivery of which has been agreed in an Order.
The period specified in clause 10 during which Catchphrase shall continue to make the Services available to the Customer and its Users.
The portion of the Application to be downloaded by the Customer and installed on a Supported Device to enable a user to use the Services through this Supported Device.
Person enabled by the Customer to make use of the Services.
Account for a user in the server software in which the user statistics relating to that user are kept. The user account is personal to the respective user and may not be transferred to other persons, nor may it be allowed by other persons.
Individual User Licenses or Admin User Licenses.
Individual User License
A license that entitles the Customer to have the Application used by one individual user at a time.
The party that has entered into or has been offered one or more Orders for the purchase of User Licenses and/or Support Services from Catchphrase.
All data and information, including, without limitation, Customer logos, Customer input for the Customer's look and feel, specifications of the Customer's house style, employee data, or other content provided by the Customer or its users to the Services.
Only first name, last name, phone number, and email address are requested from the user. Optionally a photo.
The standard maintenance and support services provided by Catchphrase concerning the services as further specified in the Service Description.
An Order agreed between Catchphrase and the Customer regarding the purchase by the Customer of User Licenses and/or Support Services from Catchphrase.
The back-office part of the Application that manages the Customer Data and is used to manage and monitor the use of the services by the users. The server software is hosted and managed by Catchphrase and made available for use via the Internet.
Providing help with uncertainties about new and / or existing functionalities of / any technical issues on the platform. Catchphrase provides support as an integral part of the service. Support can be provided through the Catchphrase Content Management System. During NL office hours (09:00 - 18:00), the support desk can be reached on 06 15443248 or via info@Catchphrase.nl.
The present license and service conditions of Catchphrase.
Optional web interface with the server software through which the Customer can log on to the server software to change specific configuration settings and modify certain aspects of the Customer data.
2.1. These Terms and Conditions apply to the provision of Services and Orders by Catchphrase to the Customer.
2.2. In the event a provision in these Terms and Conditions conflicts with a provision in an Order, the provision in these Terms and Conditions shall prevail unless the Parties explicitly state in the provision in the Order that such provision prevails over the conflicting provision in the Terms and Conditions.
3. Conditions relating to App Distribution Parties
3.1. End User Apps and all content appearing in them must comply with the regulations and restrictions imposed from time to time by the relevant App distribution parties. The Customer must ensure that all Customer Data that it or its users include in or provide for inclusion in the Application complies with these rules and restrictions within a reasonable period. Catchphrase shall ensure that the Application and the Catchphrase content comply with these rules and restrictions.
3.2. Catchphrase is not responsible or liable for a decision, refusal or approval by an App distribution party concerning an End User App and/or content of a Customer. If, however, the approval of the End User App is refused or revoked by the relevant App distribution party and Catchphrase cannot have this decision reviewed within four (4) weeks after the original refusal and this is not caused by the Customer data inserted therein, Catchphrase will, as its sole remedy, upon request, credit the Customer proportionately all amounts paid or invoiced for unused portions of the User Licenses for that contract year.
4. Provision of the Services
4.1. Catchphrase provides the Services following the Services description, subject to the condition that the Customer complies with these terms and conditions and purchases and pays for User Licenses to use the Services.
4.2. Substantial changes in the features or specifications of the Services described in the Services Description shall be announced by Catchphrase at least thirty (30) days in advance using a written notice by e-mail or via the website.
4.3. If a change in the Services description has a material adverse effect on the Customer and the Customer does not agree with the change, the Customer must notify Catchphrase within thirty (30) days after receipt of the notice of the change. Catchphrase will then discuss the change with the Customer. If, after such discussion, Catchphrase decides to implement the change, despite the continuing objections of the Customer, the Customer may terminate the then-current User Licenses, in which case the fees are paid by Catchphrase for the unexpired period of those User Licenses will be credited proportionately to the Customer.
4.4. Catchphrase makes reasonable efforts to ensure the timely availability and quality of the Services. Catchphrase guarantees the timely, continuous, error-free availability and quality of the User Interface as it also works offline. The content management system only works in real-time; in case of a failure the Customer will be informed within 4 hours. The up-time is within 2 to 8 hours. As soon as the outage is resolved, the Customer will be informed again within 4 hours.
4.5. Catchphrase is entitled to temporarily suspend the Services when this is necessary to implement a change in the Services or to perform preventive or corrective maintenance activities related to the Services. Catchphrase informs the Customer promptly in advance and in writing (by e-mail) of activities planned by Catchphrase that will have an expected material effect on the Services.
5. Conditions and limitations of licenses
5.1. For the sole purpose of using the Services by these Terms and Conditions, the Customer shall be granted a non-exclusive, non-transferable, non-sublicensable license for the duration of the Service Period to access and use the Services for its internal business purposes for the number of User Licenses purchased and to support its pre- and onboarding process. The Customer may use the Services under this license only for Users who are employees or freelancers of the Customer, unless otherwise expressly agreed in the relevant Order. The Customer is also understood to mean the legal entities affiliated with the parent company of the Customer as referred to in Article 2:24 of the Dutch Civil Code.
5.2. Each User Account is personal to the User to whom the account has been assigned, and may not be used for the benefit of another User.
5.3. The license to use the Services includes all standard features and all standard templates ('feature pages') available for modifying the Application from time to time as described in the then-current Service Description. Features and templates/feature pages for modifying the Application (designated as such in the Service Description) are only included in the license to use the Services if this has been expressly agreed in an Order.
5.4. Access to the Web Editor to modify Customer data and configure advanced settings is a premium feature that is only available for use by the Customer if the Customer purchases one or more Admin user licenses.
5.5. The Customer may only use the Services if he still has valid User Licenses for the use of the Services. User Licenses may not be transferred to third parties, nor may they be used for the benefit of third parties.
5.6. The Client is not permitted, either directly or indirectly:
- reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services or the Application;
- modify or translate the Services or the Application or create derivative works based thereon;
- rent, lease, distribute, sell, resell, assign or otherwise transfer any right in the Services or the Application;
- use the Services or the Application for time-sharing or service desk auditing purposes or otherwise use it for the benefit of a third party;
- remove any proprietary notices on the Services or the Application; or
- publish or disclose to third parties an evaluation of the Services or the Application without Catchphrase's prior written consent.
5.7. When using the Services, the Customer may not violate the applicable laws and regulations, the present terms and conditions, the license and use restrictions imposed by the relevant other suppliers. To the extent timely communicated by Catchphrase to the Customer or the reasonable instructions for use included in the Services description and shall ensure that its Users do not do so either.
6. Passwords and security
6.1. Catchphrase may provide the Customer with passwords for User Accounts and/or the Web Editor or enable the Customer's administrator to provide such passwords. The Customer is responsible for the confidentiality of all passwords by its Users and by any other provider of Support Services designated by the Customer.
6.2. The Customer is fully responsible for all activities that take place under the Customer's accounts in the Application for the Web Editor and/or the User accounts and for all costs incurred for the use of the Services accessed using the Customer's passwords unless such activity is the result of a security breach for which Catchphrase is responsible,
6.3. The Customer shall immediately notify Catchphrase of any unauthorized use of these passwords and any breach of security known to the Customer.
7. Obligations of the customer
7.1. The Customer is responsible for obtaining and maintaining all computer equipment and software and communication equipment (including the Supported Devices) necessary to access and use the Services, for installing and updating the End User Application on the Supported Devices, and for paying all third-party costs incurred while using the Services.
7.2. The Customer must immediately report any malfunctions in the Services to Catchphrase. The Customer must provide all requested cooperation in any investigation of a malfunction in the Services.
7.3. The Customer shall notify Catchphrase at least fourteen (14) days in advance of any expected peaks or increases in its use of the Services to prevent overloading of the Services and/or the networks and systems of the suppliers of Catchphrase. Catchphrase bears no responsibility for any disruption to the Services due to the Customer's failure to give such prior notice to Catchphrase.
8. Ownership rights
8.1. All intellectual property rights of Catchphrase in, among other things, Catchphrase Content, the Application, and the Services belong exclusively to Catchphrase or its licensors. All intellectual property rights of the Customer are vested exclusively in the Customer or its licensors.
8.2. Catchphrase acquires all intellectual property rights, with the exception of Customer Data that remains the property of the Customer, that arise in the context of the Services.
8.3. The Customer at this moment grants Catchphrase a license to use, reproduce, modify, distribute and display (to the Customer and Users) Customer data, other than employee data, to the extent necessary for the delivery of the Services.
9. Prices and payment for the Services
9.1. The Client must purchase User Licenses for the use of the Services. The User Licenses are subscription licenses for which the Client owes periodic subscription fees, as specified in the Order.
9.2. One-off fees agreed upon in an Order shall be invoiced and payable upon signature of the relevant Order, unless otherwise specified therein. Subscription fees for User Licenses are payable annually in advance. Subscription fees for the first year will be invoiced on the date on which the Application is first made available by Catchphrase to the Client for operational use.
9.3. If not all Customer data is included in the Application at the time the Application is first made available for operational use by the Customer, this will not result in a postponement of the start date of the service period or the expiration date of the first year's subscription fees.
9.4. Unless otherwise agreed in an Order, the subscription fee for User Licences in the first year, and the options to extend twice by one year, shall remain unchanged. After that, the subscription price for User Licenses shall be determined by the then-current price list for User Licenses as communicated by Catchphrase to the Client in writing. Any increase in the price for User Licenses for subsequent renewals shall be notified to the Client by e-mail at least three (3) months in advance.
9.5. Invoices for agreed fees must be paid by the Customer within thirty (30) days of the invoice date.
9.6. In addition to the agreed fees, the Customer shall pay all applicable sales, use, and other taxes or levies (excluding taxes levied on Catchphrase's income) applicable to the invoiced amounts and the Services. All prices are in Euros unless otherwise expressly stated in the relevant Order.
9.7. Any amount due that is not received from the Client on the due date (except for costs for which reasonableness and good faith is disputed at that time) will be increased by statutory commercial interest on the outstanding amount per month from the due date of the relevant payment until the payment date. The Customer shall also pay all costs (including reasonable legal fees) incurred in collecting overdue payments.
9.8. If the Customer thinks that the invoice is incorrect, the Customer must contact Catchphrase after issuance of the invoice containing the disputed amount, and the Customer will prepare and send a notice of default to Catchphrase postponing the payment term until an agreement is reached on the relevant invoice.
10. Term and termination of services
10.1. The Service Period for User Licenses commences on the date on which the Services are first made available for use by Catchphrase to the Customer by sending the Customer the necessary passwords to access and use the application to download the End User App. (If on this date, not all Customer data has been included in the Application and/or the agreed Support Services have not yet been provided in full, this will not result in a postponement of the starting date of the Service Provision period). User Licenses will automatically terminate upon the expiration of their first term as specified in the Order. The Service Period is equal to the contract term agreed with the Client in the Order.
10.2. The Customer may also decide to terminate the part of its User Licenses on the renewal date provided that the total number of User Licenses does not fall below the minimum number of ten (10) and subject to Catchphrase being able to revoke volume discounts if agreed between Catchphrase and the Customer. The number of licenses to be purchased during the Service Period cannot be adjusted downwards. Additional licenses may be purchased.
10.3. If the Customer orders additional User Licenses after the start of the Service Period, the Service Period of these additional User Licenses shall end on the same date as applicable for the initially purchased User Licenses, so that the Service Period always has the same end date for all User Licenses.
10.4. The Service Period shall be extended for one (1) year at a time under the same conditions unless the Client or Catchphrase has given written notice of termination no later than two (2) months before the end date of the Order.
11. Premature Termination
11.1. Each of the parties may terminate the service period and all Orders, if any, by giving written notice:
- the other party has breached an essential term of an Order and these terms and conditions and has not remedied the breach within thirty (30) days of receipt of a notice from the non-infringing party detailing the breach;
- the other party has appointed a receiver for itself or its property;
- the other party has made a transfer to a trustee for the benefit of creditors;
- proceedings are instituted by, for or against the other party under any bankruptcy, insolvency, or debt relief laws; or
- the other party is liquidated or dissolved.
11.2. If the Customer or Catchphrase terminates an Order, the Customer is obliged to pay the outstanding balance for all Services provided before termination, unless an Order is terminated by the Customer according to clause 11.1
11.3. After the effective date of expiration or termination of the Service period, for whatever reason, whether by the Customer or by Catchphrase, the right of the Customer to use the Services and the Application ceases immediately. The Customer has a fifteen (15) day period of opportunity to download Customer Data to the extent that such Customer Data can be downloaded separately from the Application and are not built into it.
12. Limited Warranty
12.1. Catchphrase warrants that the Services will operate in accordance with the functions described in the Service Description provided by Catchphrase under normal use by Users and under normal circumstances. Catchphrase is not liable for failures of the Services that are caused in whole or in part by Users, the Customer, the equipment or the network of the Customer, other suppliers, other providers of Support Services unless these are enabled by Catchphrase or force majeure.
13. Limitation of liability
13.1. Notwithstanding Catchphrase's indemnification obligations, Catchphrase's total liability arising out of or in any way connected with the Services or an Order shall in no event exceed two and a half (2.5) million euros per occurrence and up to a maximum of five (5) million euros per calendar year. for the Services that directly gave rise to the claimed damages, irrespective of the legal basis on which such a claim is based.
13.2. Except for breach by the Customer of the provisions in paragraph 5 or breach by any party of the provisions in paragraph 15, both parties and their suppliers shall in no event be liable (a) for indirect, special, criminal or consequential damages, including, but not limited to, profit-sharing losses, or any other consequential loss or damage.
14.1. Catchphrase indemnifies the Customer for any infringement of third party intellectual property rights based on an allegation that the technology used to provide the Services (excluding Customer Data) infringes any patent, copyright, trademark or trade secret in the United States or Europe, and Catchphrase will pay any final judgment against the Customer in such proceedings or agreed upon in a settlement; provided that:
- Catchphrase is promptly notified in writing of any such claim or lawsuit;
- Catchphrase or the person or body designated by Catchphrase has exclusive control of the defense and/or settlement; and
- provide the Customer with all reasonably possible information and cooperation as requested by Catchphrase or the person/authority designated by Catchphrase.
To the extent that the use of the Services is prohibited by law or Catchphrase reasonably determines that the Services may be prohibited as a result of a claim by a third party, Catchphrase may do so after consultation with the Customer:
- Purchase the right for the Customer to use the Services;
- replace the Services with other suitable products; or
- transfer the amounts paid in advance by the Customer for unused Services or the affected part thereof to a subsequent year, provided that the Customer chooses to extend the cooperation. If not, Catchphrase will return the excess prepaid amount.
Catchphrase accepts no liability under this paragraph in other respects to the extent any claim or lawsuit is based on:
- Use of the Services in combination with software or computer equipment not provided by Catchphrase, if infringement would have been avoided in the absence of this combination;
- changes to the Services not provided by Catchphrase that would have been avoided in the absence of such changes;
- use of the Services not in accordance with these terms; or
an action or omission by the Customer for which the Customer is obligated to compensate Catchphrase by clause 14.4 below.
The Customer indemnifies Catchphrase for, defends Catchphrase against, or at its option settles any third party claim or lawsuit based on a claim:
- arising out of Customer's failure to use the Services in compliance with all applicable laws and regulations; or
- related to or based on Customer Data.
- Catchphrase will promptly notify the Customer in writing of any such claim or lawsuit and will provide all information and assistance reasonably requested by the Customer or its designee.
15.1. Each of the parties agrees to keep confidential any non-public information of the other party, whether in writing or not, that is disclosed by the other party in the course of the execution of an Order and which a party knows or ought reasonably to know is considered confidential by the disclosing party ("Confidential Information").
15.2. The parties at this moment agree that confidential information includes the terms and conditions of all Orders and all discussions relating to it. The receiving party shall not disclose, use, transmit, provide or make available any confidential information to any entity, person or entity except to the extent necessary to carry out its obligations under the relevant agreement, and shall take all steps reasonably necessary and appropriate to preserve and protect the confidential information and the respective rights of the parties in this respect, taking at least reasonable care at all times.
15.3. Each party agrees to limit access to the other party's confidential information to those employees or agents who need such access to perform the agreement, and neither party shall make confidential information available to any other person or entity without the other party's prior written consent unless otherwise specified.
15.4. Confidential information shall not include information that is
is in the public domain at the time of disclosure, or becomes public knowledge by any means other than tort or through the negligence of the receiving party;
is communicated by the receiving party to a third party with the express written consent of the other party.
15.5. The disclosure of confidential information required to be disclosed by law according to a subpoena, summons, warrant, or other judicial or governmental process shall not be considered a breach of this paragraph, provided that the receiving Party promptly notifies the other Party of such a subpoena, warrant, etc., to give the other Party an opportunity to obtain a protective measure or otherwise oppose the disclosure.
15.6. Upon expiration or termination of the period of service, for whatever reason, each Party shall, at the written request of the other Party, promptly return the other Party all copies of the other Party's confidential information or destroy it, as the Parties may agree. All copies, notes, or other derivative materials relating to the Confidential Information shall be promptly retrieved or destroyed, as agreed, and such materials shall not be retained or used by the receiving Party in any form or reason.
16.1. Catchphrase and the Customer both agree to comply strictly with applicable privacy laws when providing and using the Services.
16.2. Catchphrase uses the personal data it receives from the Customer and the Users in connection with the Services (the "Personal Data") solely for the purpose of providing the Services, subject to the following restrictions on use:
- Catchphrase makes this personal information available to third parties only if and to the extent strictly necessary for the provision of the Services or at the direction of a competent government authority.
- Catchphrase implements appropriate technical and organizational measures to protect the personal data stored in the server software against misuse.
- Catchphrase handles and processes personal data as a "processor" under the direction and responsibility of the Customer as "controller" following the European Privacy Directive 95/46/EC and its implementation in the Dutch privacy laws and all other existing and future privacy laws in the relevant jurisdictions.
16.3. It is the Customer's sole responsibility to obtain all rights and consents required from Users for the collection and use of data relating to Users in the context of the Services.
16.4. Catchphrase has the right to analyze the data processed with the Services to improve the quality, functionality, reliability, and effectiveness of the Services and to collect usage and market statistics. This analysis will be carried out in a strictly anonymized manner and will not collect data that can be traced back to specific persons.
17.1. The Order and these terms and conditions, together with all documents incorporated by reference in these terms and conditions and the Order, constitute the entire agreement between the parties. This agreement supersedes all prior and contemporaneous agreements between the parties relating to the subject matter hereof.
17.2. Each Order and these terms and conditions may be amended or superseded only by a written instrument signed by both parties. Any standard terms and conditions of the Customer attached to or referred to in any purchase order of the Customer or similar document shall be void and unenforceable and are at this moment expressly rejected by Catchphrase.
17.3. This agreement is exclusively governed by Dutch law. The applicability of the provisions of the United Nations Convention on contracts for the sale of goods excludes the parties.
17.4. All disputes between the Customer and Catchphrase arising out of or connected with this agreement shall be settled by bringing the matter before the Court of Amsterdam and shall be held in the Dutch language.
17.5. Except as required by law, neither party, its representatives, nor a witness nor an arbitrator may disclose the existence, content, or outcome of any arbitration under the Agreement without the prior written consent of both parties.
17.6. An application for the award of enforceable legal force to the arbitral award may be made to any court of competent jurisdiction. The parties at this moment waive any right to object that they may have at any time concerning the filing of proceedings in such court, waive any claim that such proceedings take place in a less appropriate forum, and further waive any right to object that such court has no jurisdiction over the party concerning such proceedings.
17.7. If proceedings are commenced to resolve a dispute arising between the parties about matters covered by this Agreement, the prevailing party in such proceedings shall be entitled to reimbursement of its reasonable attorneys' fees, expert witness fees, and direct out-of-pocket expenses in addition to any other form of compensation to which the prevailing party may be entitled.