Article 2 General

2.1 These general terms and conditions apply to all offers, quotations, work, assignments, and agreements between Taem.io and the Client, as well as their legal successors. The Client’s standard terms and conditions do not apply unless they have been explicitly accepted in writing by Taem.io.

2.2 These general terms and conditions apply to the use of both the website and the app of Taem.io. By using the website and/or the app, the Client, supervisors, and team members agree to these general terms and conditions. If any of the aforementioned individuals do not agree to the general terms and conditions, they should refrain from registering and/or using our website or app.

2.3 Taem.io refers the Client, supervisors, and team members to the privacy policy and these general terms and conditions. If the aforementioned individuals agree to these documents, it is then the responsibility of the supervisors and/or the Client to determine how teams and/or team members use the website and/or app. It is the responsibility of the Client and/or its supervisors to use the website/app and the obtained information in a responsible, non-discriminatory, and accurate manner.

2.4 Our website, app, and reports provided by us have solely an informative value for the purpose of improving team performance, the organizational culture, motivation, and internal communication. This information is not provided for medical, labor law, or psychological assessment purposes.

2.5 Personal reports provided to team members are confidential. Team members are not obligated in any way to share these individual results with other team members, supervisors, or the Client.

2.6 These terms and conditions also apply to all agreements with Taem.io in which third parties are (to be) involved in the execution.

2.7 If one or more provisions of these general terms and conditions are declared void or invalidated, the remaining provisions of these general terms and conditions will remain in full force. In such cases, Taem.io and the Client shall enter into consultations to agree on new provisions to replace the void or invalidated provisions, taking into account the purpose and intent of the original provisions to the extent possible.

Article 3 Registration

3.1 Certain parts of our website are accessible without an account or registration. However, to use all parts of the website, it is necessary to create an account. The Client and/or supervisors can create an account. Individual team members must register separately before they can use our website/app.

3.2 When creating a team account by the Client and/or supervisors, as well as when creating personal accounts for team members, we will request certain (personal) information. We handle this information carefully, as described in our privacy policy.

3.3 For both the creation of a team account and the creation of individual accounts, it is necessary to set a password. This password must be kept strictly confidential by the Client/supervisors and individual team members. If there is any suspicion that a third party has unintentionally gained knowledge of or has accessed this password, please notify us immediately at info@taem.io.

3.4 If we suspect misuse or a data breach in any of the accounts, we may request you to change your password. We will do this by sending an email to both the Client and the owner of the respective account. If you have doubts about the authenticity of this email, please contact us at the aforementioned email address. Until the password is changed, we may decide to temporarily deactivate the account for security reasons.

Article 4 Information

4.1 The Client shall provide Taem.io with all documents, information, and contacts necessary for the proper execution of the agreement in a timely manner.

4.2 The Client shall ensure that all data, which Taem.io indicates as necessary or which the Client should reasonably understand to be necessary for the performance of the agreement, are provided to Taem.io in a timely manner.

4.3 If the Client fails to fulfill one or more of the obligations mentioned in the previous paragraph, Taem.io has the right to suspend the execution of the agreement and/or charge the Client for any additional costs resulting from the delay according to the usual rates. Furthermore, all financial and other consequences shall be borne by the Client, even in the event that Taem.io fails to fulfill its obligations under the agreement in connection therewith.

4.4 The Client is aware that all reports prepared by Taem.io regarding teams and/or team members are based on information provided to Taem.io. The accuracy and reliability of the reports depend directly on the accuracy and reliability of the information provided by the Client, supervisors, and team members. Taem.io cannot be held responsible or liable in any case for the accuracy and reliability of the information provided to it in this regard.

Article 5 Conclusion of Agreement and Payment

5.1 By creating a team account, an agreement is concluded between the Client and Taem.io. Before the Client can create an account, the parties must have reached an agreement on the terms of the services provided by Taem.io. These terms are included in these general terms and conditions as well as in the agreement for services between the parties.

5.2 Once a team account has been created, the Client or a supervisor will have the opportunity to add team members to the account. Adding a team member consumes one slot. The price per slot is specified in the agreement between the parties. Taem.io assumes that the person who has access to the team account and proceeds to purchase slots is authorized to do so on behalf of the Client. If the purchase of slots in the team account is done by an unauthorized person, this cannot be attributed to Taem.io, and the Client is obliged to pay for the purchased slots.

5.3 All amounts mentioned on the website, in the team account, and in the agreement are exclusive of VAT. Taem.io has the right to increase the rates by a maximum of the percentage of inflation provided by the CBS (Central Bureau of Statistics) for the previous year, effective from January 1st of each calendar year, without prior written notice.

5.4 Taem.io is entitled to increase prices, except for inflation. The Client has the right to terminate the agreement if the increase exceeds 10% annually. Taem.io will communicate the intention to increase the fee in writing. The Client can terminate the agreement in writing within two weeks of receiving such notification.

5.5 After purchasing slots in the team account, the Client will receive an invoice. Payment must be made within two weeks of the invoice date, unless otherwise agreed upon in writing between the parties. Objections to the amount invoiced do not suspend the payment obligation.

5.6 If the Client is in default after the due date, Taem.io is entitled to calculate statutory interest. Interest on the amount due will be calculated from the moment the Client is in default until the moment of full payment, with a partial month being considered as a full month. The costs of a reminder, summons, and demand for payment due to the Client’s default amount to EUR 100 each, which will be borne by the Client. These costs cover Taem.io’s administrative expenses.

5.7 If the Client is in default as referred to in Article 5.6, Taem.io has the right to suspend the performance of the agreement until payment has been made. In particular, Taem.io may temporarily deactivate team accounts and individual accounts.

5.8 In the event of liquidation, bankruptcy, seizure, or suspension of payment of the Client, the claims of Taem.io and the obligations of the Client towards Taem.io are immediately due and payable.

These are the correct translations of the provided text. I apologize for any confusion caused by the earlier incorrect translation. If you have any more questions or need further assistance, feel free to ask.

5.9 In case of non-compliance with the obligations by the Client, all costs incurred for collection shall be borne by the Client, including both judicial and extrajudicial costs.

Article 6 Execution of the Agreement

6.1 Important provisions regarding the execution of the agreement are included in the agreement concluded between Taem.io and the Client.

6.2 Taem.io carries out the activities within the scope of the agreement to the best of its knowledge, expertise, and ability. All services provided by Taem.io are exclusively based on a best-efforts obligation.

6.3 To the extent that proper execution of the agreement requires it, Taem.io has the right to have (parts of) the work carried out by third parties. Taem.io will do this in consultation with the Client. Taem.io does not accept any liability for the work performed by third parties.

Article 7 Cancellation and Termination

7.1 The creation of a team account and the purchase of slots (adding team members) is a one-time assignment to Taem.io. After the purchase of slots, team members have immediate access to the website and app and can start the assessment. It is not possible to cancel the purchased slots after purchase. Refunds for the purchased slots are not possible.

7.2 The access to the team account, team reporting, individual accounts, and individual reports will continue until cancellation of the aforementioned accounts. Naturally, it is possible to download and store all the aforementioned reports in one’s own environment.

7.3 By purchasing pulses, an indefinite duration agreement, also known as a continuous agreement, is entered into. The purchased pulses cost 10 euros per user per month. The Client will receive a monthly invoice for this, for which the payment terms described in Article 5 of these general terms and conditions apply.

7.4 Purchased pulses cannot be canceled. However, it is possible to terminate the agreement in this regard. Termination of this agreement can be done by the end of the calendar month, observing a notice period of one month. The termination must be sent in writing to Taem.io at info@taem.io.

Article 8 Intellectual Property Rights

8.1 Without prejudice to the provisions stated elsewhere in these general terms and conditions, Taem.io reserves all rights and powers conferred upon Taem.io under the Copyright Act.

8.2 Models, methodologies, tools, and reports developed and/or applied by the Client for the execution of the agreement are and remain the property of Taem.io. Publication or other forms of disclosure thereof may only occur after obtaining written permission from Taem.io.

8.3 All documents provided by Taem.io, such as reports, advice, assignments, designs, sketches, drawings, software, etc., for the benefit of the Client, may be used by the Client for its own use within its own organization. All documents provided by Taem.io may not be made public or disclosed to third parties by the Client without prior permission from Taem.io, unless the nature of the provided documents dictates otherwise.

8.4 Taem.io reserves the right to use the information and knowledge obtained through the execution of the work for the Client for other purposes, provided that no confidential information is disclosed to third parties in doing so.

8.5 The Client indemnifies Taem.io against any claims by third parties regarding intellectual property rights concerning materials or data provided by the Client, which are used in the execution of the agreement.

Article 9 Confidentiality

9.1 Both parties are obliged to maintain the confidentiality of all confidential information obtained from each other or from any other source in the context of the agreement. Information is considered confidential if it has been communicated by the other party or if it arises from the nature of the information. All information covered by Taem.io’s Privacy Policy is considered confidential.

9.2 If, based on a legal provision or a judicial decision, Taem.io is obligated to provide confidential information to third parties designated by law or the competent court, and Taem.io cannot invoke a legally recognized or permitted right of non-disclosure in this regard, Taem.io shall not be obliged to pay damages or compensation, and the Client shall not be entitled to terminate the agreement or claim any damages resulting therefrom.

Article 10 Use of Website and App

10.1 Unless otherwise specified, all intellectual property rights to the website, the app, and the material available therein belong to Taem.io.

10.2 The Client, managers, and team members have the right to use the website and the app and to download information from them solely for business and personal use. The aforementioned use ends when the agreement between the parties terminates and the team account and individual accounts are deactivated. The Client shall ensure that all acquired material is destroyed, except for the personally obtained reports based on the agreement.

10.3 The Client shall ensure that its employees handle the use of Taem.io’s website and app with care. Careful use includes, at the very least, avoiding damage to the website or app, ensuring no adverse effects on access to the website and app, and refraining from using the website and app in violation of legal provisions, illegal activities, or fraudulent actions. Furthermore, the Client shall secure its own hardware and software adequately against viruses and hackers, and shall take all customary precautions to prevent the website or app of Taem.io from being affected by a virus or hacker through its systems.

10.4 If the Client fails to comply with the aforementioned provisions, the Client shall be liable for any damage suffered by Taem.io as a result.

Article 11 Liability

11.1 For every agreement accepted by Taem.io, it is understood that Taem.io undertakes an obligation of best efforts. Taem.io can never be held liable for unachieved results. Furthermore, Taem.io cannot be held responsible or liable for the way in which the Client handles the reports prepared by Taem.io or any decisions made by the Client based on these reports.

11.2 If Taem.io is deemed to have culpably failed to fulfill its obligations according to the Client, Taem.io can only be held liable if it has been given a reasonable opportunity by the Client to fulfill its obligations within a reasonable period of time, and Taem.io still fails to do so.

11.3 The total liability of Taem.io due to an attributable failure in the performance of the agreement or for any other reason is at all times limited to the compensation of direct damages up to the amount paid by the Client to Taem.io in the year in which the damaging event occurred. In any case, this liability is limited to a maximum of EUR 2,000 per occurrence and EUR 10,000 per year.

11.4 Taem.io’s liability for damages resulting from death, physical injury, or material damage to property will in no event exceed the amount covered by the insurance obtained by Taem.io. If the Client suffers damage covered by an insurance policy it has taken out, Taem.io shall not be liable for such damage.

11.5 Taem.io’s liability for (a) indirect damages, (b) consequential damages, (c) loss of profits, (d) loss of savings, (e) diminished goodwill, (f) business interruption damages, (g) damages resulting from claims by customers or clients of the Client, (h) damages resulting from continued payment of wages during illness, (i) damages due to loss, destruction, or corruption of data, and (j) damages resulting from premium increases of public and/or private insurances is always excluded.

11.6 Taem.io is only liable for damages suffered by the Client if and to the extent that such liability is covered by its insurer.

11.7 Taem.io accepts no liability for damages resulting from misunderstandings or incorrect transmission of information in oral or telephone communication.

11.8 Taem.io is not liable for any damages that are (partly) the result of the Client’s failure to fulfill its obligations under the agreement or these general terms and conditions, or arising from work agreements or applicable laws and regulations. This includes, in any case, the proper provision of all relevant information to Taem.io.

11.9 Agreed-upon deadlines between the parties are never deemed to be strict deadlines unless otherwise stipulated in these general terms and conditions or the agreement. In the event of Taem.io exceeding an agreed-upon deadline, the Client must therefore notify Taem.io in writing of its default and provide a reasonable period for compliance. Only after the expiration of this reasonable period may Taem.io be in default.

11.10 Any claim for compensation by the Client against Taem.io shall expire if the underlying liability has not been notified to Taem.io in writing and with reasons within 12 calendar months after the Client discovered or could reasonably have discovered the facts on which the liability is based.

Article 12 Disputes and Applicable Law

12.1 In the event of disputes arising from the agreement or these general terms and conditions, the parties shall attempt to resolve them amicably in the first instance. If this proves impossible, the dispute shall be settled by the competent Dutch court.

12.2 Dutch law applies to every agreement between Taem.io and the Client, even if the Client is domiciled or established abroad.

Article 13 Amendments

These general terms and conditions have been filed at the Chamber of Commerce office under which Taem.io falls. The applicable version is always the most recently filed version or the version that was in effect at the time the agreement was concluded.