General Terms & Conditions Saysimple B.V.
a) This document contains the General Conditions of Saysimple B.V., with seat and offices at Kennemerplein 8 in Haarlem. These General Conditions are applicable to every legal action of Saysimple B.V. and to every Quotation and/or Agreement with Saysimple B.V.
b) Accepting an offer or quotation or placing an order means that Client accepts the applicability of the General Conditions.
c) The applicability of any possible general conditions of Client is emphatically rejected.
Article 1. Definitions
In these General Conditions, the following terms always carry the meaning defined below, whereby it has no relevance whether these terms are used in the singular or the plural, or if they are used in a particular composition:
1.1 Account: an account of Client for use of the Service, as it can be accessed through the website of Saysimple, or proposed by Saysimple.
1.2 Saysimple: Saysimple B.V., with seat and offices at Kennemerplein 8 in Haarlem and listed in the trade register of the Chamber of Commerce under number: 69217076.
1.3 Service(s): the specific service which Saysimple establishes with the Client, described in the Quotation or Agreement(s), for Users exchanging Messages with Content through a channel as well as the use of the Portal, as further specified in the Quotation and/or Agreement.
1.4 User: a natural or legal person authorised by Client to make use of the Service.
1.5 IP rights: all intellectual property rights and associated rights, such as copyrights, brand rights, patent rights, model rights, trade name rights, data bank rights, and neighbouring rights, as well as rights to trade secrets and know-how.
1.6 Content: all information, including data, documents, and material which Client and Users in any way make available or exchange through the Messages, as a part of the Service, including, though not limited to, media files and Personal Data.
1.7 Messages: the sending, receiving and/or forwarding of messages with Content through channels, including but not limited to SMS, WhatsApp or other messaging services, for example through an on-line Portal and/or API. Messages as defined includes a MAC (Monthly Active Contract), being a unique conversation per contact per calendar month per channel, whereby one MAC can contain multiple inbound and outband messages.
1.8 Quotation: any offer or purchase order of Saysimple by e-mail or regular mail for the provision of the Service. In the offer is described in any case what is included in the Service and what compensation the Client will owe upon acceptance of the offer.
1.9 Agreement: the arrangements between Saysimple and Client which flow for example (but not exclusively) from the Quotation(s) accepted by Client and on grounds of which the Service is provided.
1.10 Party/Parties: Client and Saysimple separately and jointly respectively.
1.11 Personal Data: all data regarding an identified or identifiable person.
1.12 Portal: the internet application supplied by Saysimple for the management of online communication channels and through which Client and Users can, for example, make available or exchange statistics, in relation to the use of the Service. Also referred to as Dashboard or Platform.
1.13 Written: Under Written falls, besides written paper, also e-mail, communications through the Account, and communications by fax, on condition the integrity of the message and the identity of the receiver can be sufficiently established.
1.14 SLA: a Service Level Agreement as to be or as has been established between Client and Saysimple for the Service and in which specific levels for the provision of services have been elaborated.
1.15 Website: the website www.saysimple.com of Saysimple and the underlying pages.
Article 2. Quotations & offers
2.1 Quotations may be sent by Saysimple by e-mail to Client and Client has the right to give approval for Quotations of Saysimple by email.
2.2 Quotations or other offers of Saysimple are non-committal and remain valid for no longer than 30 days after issue date.
2.3 In derogation to the provisions in article 6:225 section 2 Netherlands Civil Code (BW), Saysimple is not bound by any deviating acceptance, issued by a potential Client, of a Quotation by Saysimple.
2.4 Any delivery times or other terms communicated by Saysimple for performances on the part of Saysimple are merely indicative. The overrunning of said delivery times or terms do not give a (potential) Client the right to claim compensation of damage or to rescission.
2.5 Any prices communicated by Saysimple are, unless indicated otherwise, exclusive of VAT and other government levies.
2.6 Saysimple cannot be held to a Quotation if the Client can reasonably understand that the Quotation, or a part of it, contains an apparent mistake or typing error.
Article 3. Agreements & ranking
3.1 Agreements between Saysimple and Client are only concluded in case the Client duly accepts a Quotation in writing.
3.2 Agreements are concluded for the term as described in the Quotation.
3.3 Unless established otherwise, the term of Agreements with a fixed duration is always tacitly extended by a period of 12 calendar months, unless one of the Parties cancels the Agreement no later than three calendar months before the end of the then-current term in Writing. Any early termination for convenience is excluded.
3.4 An Agreement can only be modified through the consent of both Parties in Writing.
3.5 Each of the Parties has the right to terminate the Agreement with immediate effect, without regard for any notice period and without requiring a default notice or judicial intervention, if and as soon as:
a. the other Party has been declared bankrupt;
b. the other Party has been granted suspension of payment;
c. one of the Parties is dissolved or liquidated.
3.6 If Client does not fulfil any obligation he is subject to pursuant to the Agreement or these General Conditions, Saysimple has the right to suspend its obligations and/or performance under the Agreement, or to rescind the Agreement without requiring a default notice or judicial intervention to that effect, and without prejudice to the any other right(s) of Saysimple, such as the right to be compensated for damage, lost profit, and interest.
3.7 Saysimple is at any time entitled to terminate the Agreement in Writing with immediate effect, if Saysimple is not allowed anymore to provide the Service including but not limited to due to changes in the law. Saysimple is not liable nor can be asked to otherwise financially compensate the Customer as a consequence of such termination.
3.8 In case of conflict between provisions in the documents listed below, the following ranking applies:
a. the Agreement;
b. the SLA, if it is agreed on separately by Parties;
c. the Processor Agreement, if it has been established separately by Parties;
d. these General Conditions.
Article 4. Account
4.1 The Client must dispose of an Account in respect of the Service, as well as, to enable Users to make use of the Services. Saysimple will provide Client with a superuser username and password for this Account. With these data, Client will have access to the Account and manage the account, including activating User accounts. The usernames and passwords for these User accounts are managed by the Client itself. Client is responsible for all usernames and passwords (also the superuser).
4.2 Without the permission of Saysimple, it is prohibited to Client to hand over the super user username or password provided by Saysimple to third parties. Client himself is responsible for the securely setting and saving of all passwords and usernames and will forthwith inform Saysimple in the event of the loss of usernames and/or passwords. Saysimple is not liable for the consequences of the loss of such usernames and passwords at Client.
4.3 Saysimple has the right at any time to change any username and/or the password of Client if this is necessary in the interest of the functioning of the Services of Saysimple.
4.4 Saysimple is not liable for abuse or loss of user codes or passwords and may assume that Users who log in with a user code and password have been authorised to do so by the relevant Client. As soon as Client knows or has reasons to suspect that user codes or passwords are known to unauthorised entities, Client must forthwith inform Saysimple thereof. Client indemnifies Saysimple against any and all damage and costs resulting from and/or related to this use of the Service.
Article 5. Use of the Service
5.1 Subject to Client’s compliance with the Agreement, Saysimple grants the Client, for the duration of the Agreement, a limited, personal, revocable, non-exclusive, sub-licensable and non-transferable right to use the Service. Client will observe the attitude and conduct which are in conformity with what may be expected by Saysimple from a diligent user of the Service.
5.2 Client can only sub-license as intended in the preceding section to Users who in their turn obtain a limited, personal, revocable, non-exclusive, non-sub-licensable and non-transferable right to use the Service.
5.3 Client is responsible for the selection, the use, the application, and the administration of the Service, including the Message and/or Content. Client bears his own responsibility for the commissioning of the Service, the correct settings of the Services, and the right choice of computer, data, or telecom facilities, including the internet, and for the timely and full availability thereof. Client and his Users need a functioning internet connection, a device (such as PC, laptop, or smartphone) with a (reasonably recent version of a) conventional web browser to use the Service. Saysimple can specify what internet connections, devices, and web browsers are and are not supported.
5.4 Client guarantees that the Users at all times act in accordance with what is stipulated in the Agreement and these General Conditions. Client, therefore, is responsible himself for illegitimate use by the User with regard to the Service. Client will take appropriate measures to detect and possibly prevent abuse.
5.5 Client indemnifies Saysimple against all third-party claims which are based on the allegation that the use of the Service by Client or the Users (including the Content and/or Messages exchanged) is in any way illegitimate and/or violating any laws and/or infringing any third party rights, as well as all third-party claims resulting from non-compliance with the Agreement by Client or Users, including but not limited to 5.6 below.
5.6 Client refrains from exchanging Messages and/or Content with the Service which is illegitimate and/or violating any laws and/or infringing any third party (IP) rights, including in any case (though not limited to) material which:
a. contains slanderous, offensive, racist, discriminatory information or hate speech,
b. regards child pornography or bestiality,
c. violates third-party rights, including in any case (though not exclusively) copyrights, brand rights and portrait rights, or which is otherwise illegitimate towards rights holders,
d. results in the breaching of the privacy of third parties, including in any case though not limited to the distribution, without permission or necessity, of Personal Data of third parties or the repeated badgering of third parties with unwanted communications,
e. contains hyperlinks, torrents, or comparable information of which Client knows or should know that it refers to material which violates third-party rights,
f. can cause disturbance or malfunctions for other Clients of Saysimple or for other internet users,
g. contains malignant content such as viruses or spyware.
5.7 If Saysimple comes under the impression that the conditions from the preceding sections of this article are infringed on, Saysimple has the right to take all reasonable measures to end this violation. Saysimple will inform Client regarding as soon as possible and where possible involve him in the measures which are to be taken. Saysimple never owes compensation of damage, however, as a consequence of such measures.
5.8 Saysimple has the right to hand over the name, address, and other identifying data of Client or User to a third party with a legal claim, on condition the correctness of the claim has been reasonably ascertained. In addition, Saysimple has the right to file a police report on account of identified criminal offences.
5.9 Saysimple is not liable for whatever damage which the Client incurs due to an intervention of Saysimple in the context of a report by a third party, not either if the report turns out not to be justified.
Article 6. Consultancy
6.1 Parties may establish that Saysimple will provide advice or another service to Client on consultancy basis. Such a consultancy agreement must be concluded in Writing; Saysimple will exert itself to provide their consultancy services as a good contractor and in accordance with the consultancy agreement. Consultancy services are provided on best-effort basis, also if Saysimple has promised a certain result.
6.2 If Parties have agreed that the consultancy services are provided in stages, Saysimple has the right to postpone the start of a stage until Client has approved the result of the preceding stage in writing.
6.3 Saysimple is only bound to follow the indications of Client regarding consultancy services if such has been established in writing beforehand, their implementation does not entail additional work, and the instructions are reasonable and given timely.
6.4 If it has been established that consultancy services are provided by a certain person, Saysimple nevertheless has the right, after informing Client accordingly, to replace this person by another.
Article 7. IP rights
7.1 All IP rights to the Service, including in any case the Portal, API, and the Website, as well as the information rendered accessible through the Portal and Service, including any results following from consultancy, vest exclusively in Saysimple and/or its licensor(s). Client only obtains the user rights which are attributed to him in this article and/or through the Agreement.
7.2 Except as permitted under mandatory, overriding law, Client may not alter, reproduce, or decompile the Service, nor apply reverse engineering to the Portal. Nor is it permitted to Client to take any action with the purpose or tenor of identifying or obtaining the source code of the Portal and/or Service, or to deploy third parties or provide assistance for such actions or to remove any marking regarding IP rights, also including any possible indications about the confidential character and the non-disclosure of works.
7.3 It is permitted to Saysimple to take technical measures to protect its IP rights. If Saysimple has secured its IP by way of technical protection, it is not permitted to Client to remove or obviate this protection.
7.4 All rights of Client to the Messages and/or Content remain the property of Client. By making use of the Service, Client grants Saysimple a royalty-free, unencumbered, sub-licensable, non-exclusive license for the use and reproduction of the Content and/or Messages, to the extent this is necessary for the provision of the Service and to carry out analyses of anonymised Content. Client guarantees that he has the right to grant this license to Saysimple and safeguards Saysimple against third-party claims with regard to Content and/of Messages.
7.5 Saysimple has the right to include a possible trade name, brand name, or company logo of the Client in the public client portfolio of Saysimple.
Article 8. Sending and receiving Messages
8.1 Through the Service, Content can be sentby means of Messages via various channels. Each Message to be sent through such channels must contain an existing authorised channel User account and/or (mobile) phone number belonging to the Client, User or to someone who has granted permission for the use thereof. Saysimple has the right not to exchange Messages in case of insufficient User information.
8.2 Client acknowledges that the delivery and receipt of Messages depends on telecom companies, mobile network operators, internet service providers, cross-platform instant messaging services, possibly other third parties, and the validity of an existing authorised channel User account and/or (mobile) phone number of the recipient.
8.3 Saysimple will exert itself to deliver Messages of Client as soon as possible but cannot guarantee a specific minimum or maximum delivery time. For Messages it applies emphatically that the successful delivery or receipt of these Messages cannot be guaranteed as channels regularly modify their software, which may disturb a link to the Services.
8.4 If and to the extent the proper implementation of the Agreement requires this, Saysimple has the right to have certain activities carried out by third parties. Any possible related additional costs are borne by Saysimple, unless established otherwise.
8.5 Client is bound to take and refrain from all those actions which are necessary and desirable to enable the implementation of the Service and the Agreement. Client will especially make sure that all data of which Saysimple indicates that they are necessary or of which Client should reasonably understand that they are necessary for the implementation of the Service, will be timely and adequately provided to Saysimple.
8.6 If a SIM-card is furnished by Client to Saysimple, it will only be used by Saysimple to provide the Service.
8.7 Saysimple will exert itself to attach the channel User account and/or phone number from which the Message derives to received Messages which are forwarded to the Client, and to no further impair or alter the content of the relevantMessage.
Article 9. Purchased messages
9.1 Messages which have been sent by Saysimple for Client are deducted by Saysimple from the number of Messages or MAC’s to be sent which was purchased by Client.
9.2 Because Saysimple cannot guarantee the delivery of Messages due to its dependence on third parties, Saysimple does not refund any possible undelivered Messages to Client.
9.3 Messages purchased by Client will not be refunded by Saysimple. If the Account of the Client has not been logged in on during the past 12 or more months, or if the Agreement is terminated, the credit in Messages of the Client will be set to zero without any prior announcement to the Client.
9.4 Saysimple will not send any Messages if the Messages credit of the Client is finished.
Article 10. Availability and support
10.1 Saysimple will exert itself to provide the Services as well as possible but does not give any guarantees with regard to its performances, unless Client has purchased an SLA containing such guarantees.
10.2 In case it is necessary for maintenance, modification, or improvement of the Service(s), Saysimple has the right to temporarily deactivate its systems, including the Portal and the Website, or parts of it. Saysimple will attempt to let such a decommissioning take place as much as possible outside office hours and will exert itself to timely inform Client of the planned shutdown. Saysimple, however, is never liable to pay compensation for damage in connection with such a shutdown.
10.3 Saysimple has the right to adjust its systems from time to time, including the Portal and the Website, or parts thereof, to improve the functionality and to correct errors. If an adjustment leads to a significant change in functionality, Saysimple will exert itself to inform Client accordingly. In case of adjustments which are relevant for multiple Clients, it is not possible to abandon a certain adjustment exclusively for Client. Saysimple is not bound to compensate any type of damage caused by such an adjustment.
10.4 Saysimple will exert itself to inform Client in the event of the unavailability of the Service due to malfunctions, maintenance, or other causes, regarding the nature and the expected duration of the interruption.
10.5 Saysimple will exert itself to keep updated the software used by it. Saysimple is thereby dependent, however, on its supplier(s). Saysimple has the right not to install certain updates or patches if this, in its opinion, does not promote the correct provision of the Service(s).
10.6 Any compensation clause stipulated in an SLA, on grounds of which Client can claim compensation if Saysimple does not perform as established, is an exclusive remedy available to Client and is considered a penalty clause as described in volume 6 of the Netherlands Civil Code (BW) (title 1, section 9, paragraph 4).
10.7 Malfunctions can be reported by sending an e-mail to the e-mail address which is stated on the website of Saysimple. Malfunctions can also be reported through the general phone number as published on the website of Saysimple.
11.1 The encryption of the Messages traffic depends on the application and/or channel used or the method of forwarding. Saysimple therefore is not responsible or liable for unauthorised cognisance of Message.
11.2 Saysimple has the right to comply with an authorised issued charge to wiretap. For any possible consequence thereof, including any damage which the Client incurs due to said wiretapping, Saysimple is not liable.
11.3 Sent, received, and forwarded Messages, as well as additional information regarding these Messages are kept by Saysimple for a period of three to six months.
11.4 The Client grants Saysimple permission to include his or her (personal) data in the client register of Saysimple. Saysimple has the right to use this client register for administrative and service-oriented purposes, including the provision of information on new functionalities in the Service.
Article 12. Processing of Personal Data
12.1 To the extent Personal Data collected by Client are processed during the use and/or the implementation of the Service and/or the Agreement, Parties will make further arrangements regarding their rights and obligations concerning this processing of Personal Data in a Data Processor Addendum. Saysimple thereby operates in the capacity of Processor. With regard to these Personal Data, Client is considered Data Controller.
12.2 Client guarantees (i) that he is fully compliant with all applicable legal obligations, including though not limited to the obligations to the data protection directive GDPR, with regard to Personal Data. Client guarantees towards Saysimple that these data are not illegitimate and do not infringe on third-party rights, (ii) that he has the right to furnish the Personal Data to Saysimple, and (iii) that he has the right to deploy Saysimple as Processor of the relevant Personal Data and to grant Saysimple the right to deploy (sub-)processors itself.
12.3 Client indemnifies Saysimple completely against all third-party claims which result in any way from and/or are related to the processing of Personal Data by Saysimple and/or which are the consequence of the violation of aforementioned guarantees by Client.
Article 13. Non-disclosure
13.1 Parties will handle information which they provide each other with before, during, or after the implementation of the Agreement, with confidentiality in case this information is marked as confidential or if the receiving Party knows or should reasonably suspect that the information was intended as confidential. Parties also impose this obligation on their employees as well as on the third parties deployed by them for the implementation of the Agreement.
13.2 This obligation to strict non-disclosure is effective for the duration of the Agreement and for two years after termination of the Agreement.
13.3 Saysimple has the right to demonstrate to third parties that it provides Services to Client so as to promote their Services.
Article 14. Liability
14.1 The liability of Saysimple for an attributable shortcoming in the implementation of the Agreement, an illegitimate action or any other action or failure to act on the part of Saysimple, its employees or third parties deployed by it, emphatically also including any shortcoming in complying with a warranty obligation established with Client, is limited to compensation of direct damage only. The total, cumulative liability of Saysimple with regard to direct damage is limited per calendar year to a maximum of the amount which the insurer of Saysimple disburses in the matter, and if the insurer of Saysimple does not pay out or only to a limited extent, the liability per calendar year is limited to a maximum of 50% of the fees paid for the Service in that calendar year by Client to Saysimple.
14.2 Direct damage is exclusively to be understood the following only:
a. material damage;
b. reasonably incurred expenses which Client should sustain to make sure that the performances of Saysimple are in conformity with the agreement, except in the event that the Agreement is rescinded by Client (including rescission by the competent court for the benefit of Client) (article 6:265 BW);
c. expenses reasonably incurred by Client to determine the cause and extent of the damage, to the degree that this determination is related to direct damage in the sense of these General Conditions;
d. expenses reasonably incurred to prevent or limit damage, to the extent Client can prove that these expenses have led to the limitation of the direct damage in the sense of these General Conditions.
14.3 Any liability of Saysimple for damages other than for direct damage, including though not limited to indirect damage, consequential damage, loss, mix-up, or damaging of data, Messages and/or Content or other electronic data (including Personal Data) or software and/or damage due to delays in the transport of data traffic, loss of profit, loss of turnover, missed savings, decreased goodwill, damage caused by operational stagnation and damage resulting from third-party claims, is excluded.
14.4 The limitations mentioned in the preceding sections of this article are not applicable if and to the extent the damage is caused by willful intent or gross negligence on the part of Saysimple or its executive board.
14.5 Saysimple is never liable for damage in the event of Force Majeure, as stipulated in Article15.
14.6 Client indemnifies Saysimple against all third-party claims which are related to the use of the Services by the Client or by third parties the conduct of which can be attributed to the Client.
14.7 Condition for any right to compensation of damage to arise always is for the Client to report the damage within 14 days after its occurrence to Saysimple in writing.
Article 15. Force Majeure
15.1 In case of force majeure, which is meant to include in any case malfunctions or outage of the internet, unavailability of third-party services, the telecom infrastructure, network attacks (such as SYN flood, DoS, or DDoS-attacks), power failures and events in which Saysimple on account of its own suppliers, regardless of reasons, is not enabled to deliver, with the result that compliance with the Agreement cannot reasonably be demanded from Saysimple, Saysimple has the right to suspend implementation of the Agreement, or to terminate the Agreement in case the situation of force majeure has lasted longer than ninety days, and all matters without any obligation to compensate damages.
Article 16. Compensation and payment
16.1 For the provision of the Services, Client must pay compensation or remunerations to Saysimple.
16.2 The aforementioned remuneration(s) are further specified in the Quotation and/or Agreement
16.2.1 If Client exceeds the agreed monthly volumes for the Service(s) for 2 months consecutively, Saysimple has the right to increase the applicable remuneration(s) effective the month following the aforementioned consecutive period. Before actually increasing, Saysimple will consult the Customer and inform the Customer as to the exceeding of the agreed volumes.
16.2.2 If Client choose to increase the agreed monthly volumes and/or increase the agreed number of Users authorised to access and use the Service (a “Subscription Upgrade”), any incremental remunerations associated with such Subscription Upgrade will be calculated prorated over the remaining period of the then current term. These will be effective, due and payable upon implementation of such Subscription Upgrade.
16.3 Invoices are sent electronically. Client accepts this manner of invoicing.
16.4 An invoice must be paid within 30 calendar days, counted from the invoice date, unless indicated otherwise in the Quotation or Agreement.
16.5 If the Agreement is a continuing performance contract, Saysimple has the right to modify the applied rates at any moment, starting after the expiry of three months after the Agreement has been adopted. Saysimple will inform Client at least two months prior with regard to rates changes.
16.6 After expiry of the payment term mentioned in this article, the Client not paying on time is legally in default, without requiring a default notice to that effect.
16.7 If an amount owed by Client is not settled within the payment term, over the outstanding amount the statutory commercial interest is due, without any further default notice by Saysimple.
16.8 In case of late payment, the Client is bound to pay, besides the amount owed and the interest applied over it, full compensation for both extrajudicial and judicial collection costs, including the costs for lawyers, bailiffs, and collection agencies.
16.9 The claim for settlement is immediately payable if Client is declared bankrupt, applies for suspension of payment, or if total seizure is ordered for assets of Client, if Client dies, and furthermore in the event that he enters into liquidation or is dissolved.
16.10 Saysimple is always entitled to demand, before implementing the Agreement or continuing to do so, that the Client provides sufficient security to guarantee that he can and will comply with his payment obligations.
16.11 Saysimple has the right to set off amounts it claims from Client. Client never has the right to set off amounts of Saysimple.
16.12 Complaints with regard to invoices and/or the Services do not suspend the payment obligations of Client.
16.13 If Client purchases multiple Services and does not settle payment for a single Service within the payment term, the claims on account of the other purchased Services become immediately payable. Furthermore, it is permitted to Saysimple to also suspend the other Services or to terminate the Agreements, without any right to compensation pertaining for damage to Client as may occur as a result.
Article 17. Modification General Conditions
17.1 Saysimple reserves itself the right to unilaterally modify or supplement these General Conditions.
17.2 Modifications also apply with regard to Agreements already concluded, with due regard for a 30-day term after announcement of the modification by electronic communication to Client.
17.3 If Client does not wish to accept a modification of these General Conditions, he can cancel the Agreement in Writing until the date on which the new conditions become effective, against that date.
17.4 Modifications of minor importance and modifications on account of legal amendments can be implemented at all times. In case of said modifications, Saysimple is not obliged to announce them beforehand.
17.5 These modifications do not give the right to cancellation as described in the preceding section of this article, either.
Article 18. Consequences of termination
18.1 After termination of the Agreement, on whatever grounds, any rights granted by Saysimple to Client will lapse immediately and Client will refrain from providing (sub-)licenses to new Users.
18.2 In case of termination of the Agreement, Saysimple will destroy the Content and Saysimple no longer is responsible for the retention of the Content in the environment of Client in the Portal. The Content will be made available to Client, on condition Client requests such from Saysimple within one month after termination of the Agreement in writing. In that case, Article 18.3 is applicable.
18.3 If technically possible, Saysimple will make available the Content at the expense of Client in a generally legible format, on condition Client communicates such request within one month to Saysimple in writing and Parties have reached an agreement on the conditions listed below. If Saysimple receives a request, it will make a proposal to Client regarding the Content to be handed over, the compensation, and the other conditions for the transfer. Saysimple does not guarantee the availability, completeness, integrity, and usability of the Content. Saysimple is not obliged to convert the Content made available, nor to otherwise render it ready for use.
18.4 If the Agreement is rescinded on account of a shortcoming of one of the Parties, the performances which Client has at the moment of rescission already received for the implementation of the Agreement, as well as the payment obligation associated with them, will not be subject to undoing. Amounts which Saysimple has invoiced before rescission remain fully due and become immediately payable at the moment of the rescission.
18.5 The provisions which are intended to remain applicable after cancellation, rescission, or the termination of the Agreement in another manner, will survive the cancellation, rescission, or the termination of the Agreement in another manner.
Article 19. Other provisions
19.1 Client accepts that Saysimple can transfer the rights falling to it and the obligations it is subject to pursuant to the General Conditions and the Agreement, to a third party without the approval of Client. If Client wishes to transfer the rights falling to it pursuant to the General Conditions or the Agreement to a third party, the written consent of Saysimple is required.
19.2 Changes to management or legal form do not affect the Agreement.
19.3 The version of any communication, administration, and/or files received or stored by Saysimple, for instance about the number of purchased and sent Messges, count as authentic and compelling evidence.
19.4 IIf a provision from the Agreement and/or the General Conditions turns out to be void, this does not impair the validity of the entire Agreement/General Conditions. Parties will establish (a) new provision(s) to replace it, whereby the intent of the original Agreement/General Conditions, will be observed as much as is legally possible.
19.5 To the Agreement Netherlands legislation is applicable.
19.6 To the extent it is not otherwise prescribed by rules of mandatory legislation, all disputes as may arise in connection with the Agreement will be submitted to the competent Netherlands court in Amsterdam.