Date: March 25^th, 2022

Version: Version 1

Monotch B.V., with its principal office located at Vogelstraat 23SCH in Wagenberg, registered with the Dutch Chamber of Commerce under registration no. 61837628 offers the TLEX Cloud environment to interface Monotch’s software with Customer’s products in an automated manner. By using the TLEX Cloud, Customers can exchange real time data in an eco-system of stakeholders.

 The General Terms and Conditions apply to the use of the TLEX Cloud. By using the TLEX Cloud, Customers agree to be bound by the terms and conditions herein.

Artikel 1.             Definitions

All capitalised definitions in these Terms and Conditions, both plural and singular, are defined as indicated in this article.

1.1.                              Agreement: the agreement between Monotch and Customer under which Monotch provides access to the TLEX Cloud, and of which these Terms and Conditions form an integral part.

1.2.                              Customer: a legal entity that signs up and uses Monotch’s TLEX Cloud environment.

1.3.                              Intellectual Property Rights: all intellectual property rights and related rights, including, but not limited to, copyrights, database rights, domain names, trade name rights, trademark rights, design rights, neighbouring rights, patent rights, as well as rights to know-how. 

1.4.                              Party: Customer and Monotch, jointly (plural) or separately (singular).

1.5.                              TLEX Cloud: the TLEX Cloud environment, which Monotch provides for Customers to easily exchange real-time data.

1.6.                              Terms and Conditions: these general terms and conditions.

Artikel 2.             Conclusion and performance of the Agreement

2.1.                              The Agreement is concluded when the Customer uses the TLEX Cloud.

2.2.                              When the Customer signs up for the TLEX Cloud, Monotch will provide the Customer with the necessary information and send the login details for the TLEX Cloud after the first consultation proves that the Customer’s intended use of TLEX complies with Monotch terms and conditions. If the Customer’s cooperation is required to activate the TLEX Cloud, the Customer will provide it. 

Artikel 3.             Grant of license

3.1.                              Subject to these Terms and Conditions, Monotch grants Customer a non-exclusive license to use the TLEX Cloud for the duration of the Agreement. This license does not include the right to sublicense, sell or otherwise copy or disclose the TLEX Cloud in any way.

3.2.                              The TLEX Cloud may be used on an unlimited number of computers within the Customer’s organisation.

3.3.                              All Intellectual Property Rights to the TLEX Cloud, as well as all related information, remain the property of Monotch (or its licensors). None of these items may be copied or used without the prior written permission of Monotch, except and to the extent permitted by mandatory law.

 3.4.                              It is expressly forbidden to:

a)      reverse engineer the source code of the TLEX Cloud or to decompile the TLEX Cloud, except to the extent permitted by mandatory law or applicable open source license;

b)     sublicense the TLEX Cloud or otherwise make available the TLEX Cloud to third parties, including by rental, Software-as-a-Service models or otherwise.

Artikel 4.             Use of the TLEX Cloud

4.1.                              Customer may not use the TLEX Cloud to develop a competing solution.

4.2.                              Use of the TLEX Cloud is only permitted if the application in question has been qualified by Monotch as suitable for this purpose and subsequently continues to meet the specifications that Monotch may modify from time to time. Monotch may at any time decide end a free trial. In that case, Monotch will inform the Customer.

4.3.                              Customer itself is fully responsible for using the TLEX Cloud. Monotch does not actively monitor this and is not liable for incorrect or inability to (return) data to the Customer.

Artikel 5.             Availability and maintenance  

5.1.                              Monotch shall use commercially reasonable endeavours to have the TLEX Cloud available at all times but makes no guarantees about uninterrupted availability.

5.2.                              Monotch may adjust the TLEX Cloud from time to time to correct errors or improve the functionalities. Monotch can (temporarily) take the TLEX Cloud out of use without prior notice to remove errors. If the TLEX Cloud is modified, Monotch will also modify the existing TLEX Cloud documentation.

5.3.                              Monotch will alert the Customer of any available updates. This requires an active internet connection. Installation of updates is performed only with the Customer’s separate consent.

Artikel 6.             Support

6.1.                              Monotch is prepared to support the Customer by a separate maintenance agreement to be agreed upon. Customer must contact Monotch for further details. Without such understanding, Monotch is under no obligation to provide the Customer with any support for the use of TLEX Cloud other than stated in the features list on the website.

Artikel 7.             Liability

7.1.                              Except in case of intentional misconduct or deliberate recklessness by Monotch’s management or managerial staff, Monotch does not accept any liability, regardless of grounds, for any damages in connection with the TLEX Cloud.

7.2.                              Customer indemnifies and holds harmless Monotch from all third-party claims in connection with the use of the TLEX Cloud by Customer.

Artikel 8.             Term of the Agreement

8.1.                              This Agreement shall enter into force when Customer first uses the TLEX Cloud and shall remain in force for as long as the TLEX Cloud is used.  

8.2.                              If the Customer signed up for the free trial, the Agreement will automatically end after 60 days. If the customer signed up for a POC/Pilot project, either Party might terminate the Agreement by giving one (1) months’ notice.

8.3.                              Unless explicitly agreed otherwise in the Agreement, neither Party may unilaterally terminate the Agreement, unless for cause, in the event of:

a.      an irremediable breach of the Agreement by the other Party;

b.      the other Party’s failure to remedy a remediable breach of the Agreement within thirty (30) days of notifying that Party about such a breach;

c.      the other Party’s application, provisionally or otherwise, for a suspension of payment;

d.      the other Party’s being subject to proceedings for bankruptcy or insolvency;

e.      the other Party is ceasing to conduct business other than for restructuring or amalgamation purposes while solvent.

8.4.                          After termination of the Agreement (regardless of reason) Customer must cease all use of the TLEX Cloud.

Artikel 9.             Price

9.1.                              Access to the TLEX Cloud is either offered free of charge (60-days trial) or for the amount of €500/month with a limit of 9 months. Where necessary and at Monotch’s discretion, Monotch will make certain (TLEX Cloud) documentation available to the Customer.

Artikel 10.           Amendments

10.1.                           Monotch may amend these Terms and Conditions as well as any prices (if applicable) at any time.

10.2.                           Monotch will endeavour to announce the changes or additions to the Customer by email at least thirty (30) days before they take effect to enable the Customer to take note of them.

Artikel 11.           Miscellaneous

11.1.                           The Agreement is governed exclusively by Dutch law.

11.2.                           Any dispute between the Parties in connection with or arising from the Agreement will be submitted to the competent court in the Netherlands in the district where Monotch has its registered office.

11.3.                           Where the Agreement refers to “written” or “in writing”, this also includes e-mail communication provided the identity of the sender and the integrity of the content can be adequately established.

11.4.                           Any general terms and conditions of Customer will not form part of the Agreement.

11.5.                           A finding that any particular provision of the Agreement is legally void shall not affect the validity of the entire Agreement. In such a case, the parties shall determine a replacement provision that is legally valid and approximates the intent of the offending provision as much as possible.

11.6.                           Monotch may assign its rights and obligations under this Agreement to a third party that acquires the relevant business or the copyrights to TLEX Cloud from her.