Terms & Conditions

1 : Applicability

1.1    These General Terms & Conditions apply to the Subscription Agreement, Terms of Use and other acts of Provider and Subscriber relating to the formation, content, delivery of ColorBase Products and further performance of all agreements entered or to be entered into between Provider and Subscriber.

1.2      The applicability of any other terms and conditions or stipulations is hereby excluded and is expressly rejected. Deviations from and/or additions to the General Terms & Conditions only apply if and insofar as they have been agreed in writing between Subscriber and Provider, and will only apply to the Transaction for which the deviating stipulations and/or additions have been made.

 

2: Definitions and interpretation

2.1      In these General Terms & Conditions, except so far as the context requires otherwise, words, expressions and capitalised terms used herein and not otherwise defined or construed herein shall have the meanings defined or construed in the Subscription Agreement.

2.2      In these General Terms & Conditions:

2.2.1     GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and the Dutch Act implementing the General Data Protection Regulation (Uitvoeringswet Algemene verordening gegevensbescherming). 

2.2.2      IPRs means intellectual property rights including but not limited to copyright, patent application(s) and patents and includes, if any, divisionals, substitutions, continuations, continuations-in-part thereof, and the patents ensuing therefrom, and any reissues, re-examinations and extensions thereof, and any foreign counterparts of all of the foregoing, registered or unregistered design rights, trademarks, database rights and trade secrets.

2.2.3      Personal Data means personal data within the meaning of the GDPR.

2.2.4      Privacy and Cookie Statement means the privacy and cookie statement as published by the Provider on https://colorbase.com/privacy-policy/ from time to time.

2.2.5      Subscription Agreement means the agreement between Provider and Subscriber which allows a User access to and use of one or more ColorBase Products subject to these General Terms & Conditions, the Terms of Use and any other conditions agreed or to be agreed between Provider and Subscriber.

2.2.6     Website means the website hosting ColorBase Products as accessible via the URL www.colorbase.com. 

3: Force majeure

3.1      Failures in the performance of an obligation by Subscriber and/or Provider cannot be attributed to the party concerned if that party cannot be blamed for such a failure or if such a failure is not for its account under the law, the Transaction or according to common opinion (a Force Majeure Event).

3.2      A Force Majeure Event as referred to in paragraph 1 of this article includes in any event - but not exclusively - a failure as a result of war, pandemic, riots, floods, blockages in transportation, stagnation in or restriction or cessation of supplies by public utility companies, shortage of means of power generation, fire, machinery breakdowns and other accidents, excessive staff sickness absence, strikes, trade unions action, export restrictions, other government measures, non-delivery of essential materials and semi-finished products by third parties, intent or gross negligence by auxiliary personnel and other similar circumstances.

3.3      On the occurrence of a Force Majeure Event, Subscriber and Provider shall have the option either to suspend (opschorten) the performance of the Transaction until the force majeure situation has ceased to exist or to terminate (ontbinden) the Transaction wholly or in part, whether or not after having initially opted for suspension.

3.4      If on the occurrence of a Force Majeure Event, Subscriber and/or Provider has already partially performed its obligations or can only partially fulfil its obligations, it shall be entitled to invoice that part separately to the other party and the other party is obliged to pay this invoice as if it concerned a separate agreement.

 

 Intellectual Property Rights

4.1       Delivery times agreed with Color Concepts shall be deemed to be indicative and not a strict deadline.

4.2       Unless expressly stated otherwise, items shall be handed over ex warehouse.

4.3       Color Concepts shall be entitled to carry out in instalments those performances it is committed to providing and shall be entitled to invoice for these instalments individually.

4.4      Subscriber warrants that no IPRs or other proprietary or confidentiality commitments towards any third party are infringed by the supply or provision of the Products.

4.5        Subscriber shall hold harmless and indemnify Provider in case of and shall at its own expense defend any law suit instituted against Provider which is based on an allegation that User infringes any IPRs or other proprietary rights or obligations.

 

5: Processing of Personal Data

5.1      If Subscriber processes Personal Data or has such data processed by a third party, Subscriber shall in connection with the processing of this Personal Data comply with the applicable privacy laws and regulations, including but not limited to the GDPR.

5.2      The personal data that Subscriber provides to Provider, such as names of contact persons, telephone numbers and email addresses, are processed by Provider in files owned by Provider. These data files are used by Provider within the framework of registration, account management, facilitating transactions between Subscriber and Provider and, if applicable, invoicing, delivery services and possible litigation in disputes between Provider and Subscriber.

5.3      In some cases, Provider may share relevant personal data with selected partners or service providers strictly for the purpose of delivering the services requested by Subscriber. These third parties are contractually bound to process personal data in accordance with applicable privacy laws and only to the extent necessary for the performance of their duties on behalf of Provider.

5.4      For more information on the use by Provider of Personal Data and of cookies on the Website and Products, please see the Privacy and Cookie Statement of Provider as available on the Website.

 

6: Confidential Information

6. 1    Confidential Information shall include all information in written, digital or any other tangible form which relates to the Products, services, or technology of User and/or Provider, administrative, financial, operational or other arrangements of either party and which is marked or expressly stated as confidential.

6.2      Each party further agrees to use the same means it uses to protect its own confidential and proprietary information, but in any event not less than reasonable means, to prevent disclosure and to protect the confidentiality of Confidential Information received from the other party.

6.3       Each party’s use of Confidential Information received from the other party is hereby restricted and limited to the performance under the Subscription or Transaction.

6.4      Each party further agrees not to disclose Confidential Information to anyone other than its own employees or affiliates who have a need to know such Confidential Information, except with the specific prior written authorization of the other party.

6.5      Information which (i) is in or becomes part of the public domain through no act or omission of the receiving party, (ii) is rightfully obtained by the receiving party from a third party, (iii) is independently developed by the receiving party without use of the other party’s Confidential Information, (iv) is required to be disclosed pursuant to a requirement of a governmental agency or law so long as the disclosing party provides the other party with notice of such requirement prior to any such disclosure, shall not constitute Confidential Information for the purposes of the Subscription.

 

7: Changes to these General Terms & Conditions

7.1      Provider has the right to unilaterally amend these General Terms & Conditions.

7.2      In the case that Provider makes use of the right prescribed in Article 7.1 Provider will notify Subscriber of these amendment(s) within fourteen (14) days before such amendment(s) enters into effect. The changes shall be deemed accepted by Subscriber if Subscriber does not object within seven (7) days after receipt of the amendment notification. If Subscriber rejects the amendment(s) to these General Terms & Conditions, Provider and Subscriber shall have the right to terminate the Subscription Agreement as per the date on which the amendment(s) enters into effect.

7.3      If these General Terms & Conditions are amended, a notification will also appear on the Website. If Subscriber thereafter makes use of ColorBase Products and/or the Website, Subscriber shall be considered to have accepted the amended General Terms & Conditions and shall forfeit the rights prescribed in paragraph 2 of this Article.

 

8: Miscellaneous

8.1      If one or more provisions of these General Terms & Conditions should be or become ineffective, invalid or unenforceable, the remaining provisions will remain in full force and effect. In that event, Provider and Subscriber undertake to enter into negotiations in order to agree replacement provisions that come as close as possible to the intention of the provision(s) in question.

8.2      Unless otherwise agreed, the applicability of the Vienna Convention on the United Nations Convention on Contracts for the International Sale of Goods (CISG) (“Vienna Convention”) shall be excluded.

 

9: Governing Law

9.1      These General Terms & Conditions shall be exclusively governed by the laws of the Netherlands.

9.2      Any dispute arising out of or in connection with these General Terms & Conditions Agreement (including, without limitation, disputes relating to any non-contractual obligations arising out of or in connection with these General Terms & Conditions) shall be submitted to the district court in Rotterdam, the Netherlands.