General Terms and Conditions

General Terms and Conditions SatData BV

Article 1 – Identity of the undertaking

Entrepreneur: SatData BV

Address: Doetinchemseweg 53, 7021 BL Zelhem, The Netherlands

Website: www.satdata.eu

E-mail: info@satdata.eu

CoC number: 86235966

Telephone:  31850606869



SatData BV is hereinafter referred to as: “SatData” or “Supplier”. The counterparty is referred to as “Client”.

Below is a complete, continuous set of General Terms and Conditions for SatData BV, based on your Simhuis text but fully converted to SatData, with a reinforced prohibition on copying and a strict, continuous confidentiality obligation. Ideally, have this legally checked before final publication.

General Terms and Conditions SatData BV

Article 1 – Identity of the undertaking

1. Entrepreneur: SatData BV
2. Address: Doetinchemseweg 53, 7021 BL Zelhem, The Netherlands
3. Website: www.satdata.nl
4. Email: info@satdata.nl
5. Phone: [to be filled in]
6. SatData BV is hereinafter referred to as “SatData” or “Supplier”. The counterparty is referred to as “Client”.

Article 2 – Definitions

In these General Terms and Conditions, the following is understood to mean:

• Additional Conditions: conditions that apply to the delivery of specific products and/or services and that apply in addition to these General Terms and Conditions.
• General Terms and Conditions: these General Terms and Conditions of Delivery which apply to the services and products supplied by SatData.
• Service Description: an appendix to the Agreement in which the relevant Service is described.
• Services: electronic communication, data transfer, connectivity, ICT or other related services to be provided by or on behalf of SatData to Clients, including satellite and mobile data connections, monitoring and management.
• Supplier: SatData BV
• Client: the person acting in the exercise of a profession or business with whom SatData has entered into an Agreement for the supply of goods and/or services to which these General Terms and Conditions apply.
• Agreement: the agreements recorded in a form, document or in any other manner, pursuant to which SatData supplies the goods and/or services mentioned therein to the Client.
• Party(ies): Client or SatData individually (“Party”) or jointly (“Parties”).
• Facilities: all cables, peripheral, measuring or other equipment, modems, smartcards, SIM cards, embedded modules and any associated user documentation and software that are and remain the property of SatData and that are supplied, rented or loaned by SatData to or for the benefit of the Client, or are installed at the Client's location.
• Public Electronic Communications Service: a service available to the public which consists wholly or partly in the transmission of signals via an electronic communications network, insofar as this service does not consist of the distribution of programmes.
• ​

Article 3 – Applicability and formation

1. These General Terms and Conditions apply to all offers, quotations, Agreements, and other legal relationships in which SatData supplies goods and/or services of any nature whatsoever to the Client, unless expressly agreed otherwise in writing.
2. ​
3. The applicability of any general (purchase) terms and conditions of the Client and/or third parties is expressly rejected.
4. In the event of a conflict between documents, the following order of precedence applies: a) the Agreement; b) the Service Description; c) any Additional Conditions; d) these General Terms and Conditions.
5. Agreements, as well as amendments thereto, shall come into effect: a) on the date on which the quotation or Agreement signed by both Parties is received by SatData; or b) on the date on which SatData has confirmed the Client's request in writing (including by e-mail); or c) at the moment when the Client actually enables SatData to perform work or provide services.

Article 4 – Price and payment

1. All prices and rates are in euros and exclude turnover tax (VAT) and other levies, taxes or duties imposed by a competent authority. Travel time, travel and accommodation expenses, overtime and other special work-related costs are not included in the prices and rates and may be invoiced separately.
2. SatData is entitled to increase prices and rates annually on June 1 in accordance with the CBS consumer price index for the preceding period January 1 – December 31. If the CBS consumer price index is negative in any year, the then applicable prices and rates will not be reduced.
3. SatData reserves the right to increase the agreed prices and rates once a year, in addition to the annual price indexation, after the Client has been notified thereof in writing at least four weeks in advance. In the event of a price increase pursuant to this article, the Client shall have the right to terminate the Agreement free of charge exclusively in the following cases: a) if the price increase relates to a Public Electronic Communication Service; or b) if the price increase does not relate to a Public Electronic Communication Service and exceeds 5%.
4. The rates for goods and services are payable to SatData in accordance with the rate schedule applicable at that time, regardless of whether the goods and/or services are or will be supplied by third parties. The rate schedule can be requested from SatData. All rates are exclusive of VAT and other Authority levies.
5. SatData calculates data usage based on the international SI system: 1 gigabyte (GB) = 1,000 megabytes (MB) = 1,000,000,000 bytes.
6. SatData is entitled to revoke granted discounts with immediate effect if the actual use of goods and/or services is not in accordance with the Agreement or deviates substantially from the use that may reasonably be expected. Promotional or other discounts do not apply, unless the Parties have expressly agreed otherwise in writing.
7. The data provided by SatData are decisive for the determination of the amounts due, unless the Client demonstrates that this data is incorrect.
8. SatData is entitled to adjust the rates for goods and/or services for inflation each calendar year on the basis of the CBS consumer price index of the preceding calendar year. The right of termination as referred to in paragraph 3 does not apply to rate increases resulting from inflation adjustments.
9. SatData has the right to unilaterally change its rates (for example, if an Authority takes a measure or the cost price changes), subject to a notice period to be determined by it. SatData will inform the Client at least several weeks prior to the effective date and, if legally required, point out to the Client its right to terminate (the relevant part of) the Agreement in writing with effect from the date of the change.
10. All fees are due from the moment SatData incurs costs on behalf of the Client in the context of the execution of the Agreement, unless otherwise provided in the Agreement.
11. SatData can make invoices available electronically (by e-mail/online). If the Client wishes paper invoices, SatData may charge a fee for this.
12. Payment must be made within thirty (30) days of the invoice date, unless otherwise agreed in writing.
13. If payment is made by direct debit, the Client authorizes SatData to do so. SatData will send an (electronic) notification prior to the debit. In the event of the payment term being exceeded, the Client shall be in default without further notice of default, and SatData shall be entitled to charge statutory commercial interest increased by two percentage points, as well as all extrajudicial and judicial (collection) costs.
14. Objections to amounts charged must be reported in writing to SatData within thirty (30) days of the invoice date. After the expiration of this period, the Client will be deemed to have agreed to the invoice.
15. Prepaid fixed fees are non-refundable. SatData owes no interest on prepayments.
16. If the Client defaults on the payment of two or more installments and fails to pay the remainder after notice of default, all remaining installments shall become immediately due and payable, without prejudice to SatData's other rights.

Article 5 – Confidentiality

1. The parties shall observe confidentiality regarding all information and data received from each other that are designated as confidential or whose confidential nature arises from the nature of the information, subject to a statutory obligation to disclose.
2. Confidential information is understood to mean, but is not limited to: technical data regarding SatData hardware, designs, drawings, prototypes, configurations, network and security architectures, prices, margins, customer and user data, log and measurement data, and other documentation that is not publicly available.
3. The Client may use confidential information solely for the execution of the Agreement and not for any other purpose.
4. The Client shall impose the duty of confidentiality on its personnel and on third parties engaged by it and guarantees compliance therewith.
5. The obligation of confidentiality applies both during the term of the Agreement and indefinitely after its termination, as long as the information has not become generally known without a breach of this provision.
6. ​
7. In the event of a breach of this confidentiality obligation, SatData is entitled to terminate the Agreement with immediate effect and to claim full damages, without prejudice to its other rights.

Article 6 – Ownership, risk and duty of care

1. The risk of destruction, loss, theft, or damage to goods passes to the Client at the moment of delivery.
2. SatData retains title to all delivered goods until the Client has fully paid all amounts due under the Agreement.
3. As long as the Client has not acquired ownership, the Client shall not alienate, pledge, rent out, lend, or in any way make the goods available to third parties under any title whatsoever, except with the written consent of SatData.
4. The risk of loss, theft, or deterioration of Facilities passes to the Client at the moment they are installed at the Client's location or otherwise made available. The Client shall ensure suitable, dry, and low-vibration placement.
5. The Client shall not remove or damage type and serial numbers, logos, and other means of identification on the Facilities.
6. The Client is not entitled to make changes to the Facilities (including changes to software) or to have them installed, moved, or repaired by third parties, unless SatData gives prior written permission for this.
7. The Client shall notify SatData without delay if assets or Facilities are or threaten to be seized, or if SatData's ownership rights are prejudiced.
8. SatData has the right to repossess goods as long as ownership remains with SatData. The costs involved shall be borne by the Client, who grants SatData permission to enter the premises where the goods are located.

Article 6.1 – Suspension of services in case of non-payment

(I adopt this provision in its entirety, with a name change to SatData.)

1. SatData is entitled to suspend the services in whole or in part if the Client defaults on its payment obligations. Suspension may take place without prior notice of default and with immediate effect.
2. In the event of non-payment, SatData may pause the relevant SIM card(s) or connectivity paths, thereby interrupting data connections and telecommunication services. The suspension will remain in effect until all outstanding amounts, including interest and costs, have been paid in full.
3. During the period of suspension, the Client remains obliged to pay all fixed periodic costs and surcharges. Costs for reactivation shall be borne by the Client.
4. Upon full payment, SatData will resume service within a reasonable timeframe (guideline: two working hours). SatData may charge administrative costs for this.
5. All extrajudicial collection costs and legal costs shall be borne by the Client.
6. SatData is not liable for damages arising from suspension due to non-payment.

Article 7 – Warranty and guarantees

(Fully based on your text, only the name was changed.)

1. SatData supplies goods and services in accordance with the agreed technical and/or functional specifications. SatData does not guarantee the uninterrupted delivery of services.
2. The warranty period for goods is one (1) year from the date of delivery, unless the manufacturer applies a different term.
3. The warranty covers free repair or replacement of parts in the event of material and/or manufacturing defects. Consumables are not covered by the warranty.
4. Work under warranty is in principle only performed in the Netherlands.
5. The warranty becomes void if, among other things:

• repairs, modifications or additions to goods have been carried out by parties other than SatData without prior written permission;
• the goods have been used or maintained carelessly or contrary to instructions;
• type or serial numbers, CE markings or warranty stickers have been removed or altered;
• defects are the result of incorrect installation, environmental factors, external influences, or incorrectly placed batteries.

1. If SatData supplies goods with a manufacturer's warranty, the manufacturer's terms and period apply.
2. The warranty period is not extended by the performance of warranty work; a three-month additional warranty applies to replaced parts.
3. Any shipping or call-out charges may be passed on to the Client.

Article 8 – Intellectual property and prohibition on copying

1. All intellectual and industrial property rights to the software, hardware, designs, documentation, photographs, drawings, PCB layouts, embedded software, configurations, and other materials supplied or made available by SatData under the Agreement shall vest exclusively in SatData or its licensors.
2. ​
3. The Client obtains exclusively a non-exclusive, non-transferable right to use the relevant items and facilities within its own organization for the purposes of the Agreement.
4. The Client is expressly prohibited, without prior written consent from SatData, from: a) copying, reproducing, reverse engineering, disassembling, counterfeiting, or (having) rebuilt, in whole or in part, delivered hardware, housings, electronics, embedded software, or other components; b) duplicating or making available to third parties designs, drawings, PCB layouts, firmware, configurations, and documentation; c) developing derivative products or variants based on SatData products that bear a substantial resemblance to SatData products in technical design, functionality, or appearance; d) using SatData products or parts thereof as a reference or development platform for competing products.
5. ​
6. Notwithstanding Article 5, the confidentiality and IP protection described in this Article shall not terminate upon termination of the Agreement and shall remain in full force and effect as long as the relevant rights exist.
7. In the event of a violation of this article, the Client shall owe an immediately payable penalty of € 25,000 per violation, increased by € 2,500 for each day (or part thereof) that the violation continues, without prejudice to SatData's right to claim full compensation if the actual damage is higher.
8. SatData shall indemnify the Client against claims from third parties due to alleged infringement of intellectual property rights by the goods supplied by SatData, provided that the Client informs SatData in a timely manner, allows SatData to handle the settlement, and provides full cooperation.
9. ​

Article 9 – (Delivery) terms and default

1. All (delivery) times specified by SatData are indicative and are never considered binding deadlines.
2. Exceeding a deadline does not automatically place SatData in default. If a deadline is likely to be exceeded, the Parties shall enter into consultation with each other.
3. SatData shall only be in default after the Client has given SatData written notice of default, granted a reasonable period for performance, and SatData has failed to perform within that period.

Article 10 – Duration of the Agreement and termination

1. A fixed-term Agreement will be tacitly extended for an indefinite period after the expiry of the initial contract term, unless the Client terminates the Agreement in writing with a notice period of one (1) month before the end of the initial contract term, or SatData terminates it with a notice period of three (3) months.
2. An Agreement for an indefinite period may be terminated by the Client in writing without giving reasons, with a notice period of one (1) month, unless a longer (maximum three months) term has been expressly agreed upon at the request of the Client. SatData may terminate with a notice period of three (3) months, unless otherwise agreed.
3. If a minimum contract duration has been agreed, termination may only take place after the expiration of that minimum duration.
4. If the Client terminates a Service before the expiration of the (minimum) contract duration, SatData is entitled to payment of the remaining fees that would be due upon full completion of the terms.
5. SatData is entitled to terminate the provision of a Service with a notice period of at least three months if technical or (business) economic reasons necessitate this. SatData will, where possible, offer a replacement service.
6. If the Client does not accept the replacement service or if no replacement service is available, the Agreement for that Service shall terminate on the date on which SatData ceases providing the service.

Article 11 – Dissolution

1. In addition to the statutory grounds, SatData is entitled to dissolve the Agreement, in whole or in part, with immediate effect and without judicial intervention and without notice of default if: a) the Client applies for or is granted a suspension of payments; b) the Client is declared bankrupt or a bankruptcy petition is filed; c) a substantial part of the Client's assets is seized.
2. Dissolution does not release the Client from the obligation to pay amounts already due.

Article 12 – Liability and Indemnification

1. The total liability of SatData, on whatever grounds, is limited to compensation for the following damages and to the maximum amounts stated therein: a) death and personal injury: a maximum of € 2,500,000 per event (a series of related events counts as one event); b) damage due to unavailability of a Service or administrative errors: not applicable; c) reasonable costs to prevent or limit damage: not applicable. For the damages referred to under bt/mc, not applicable during the term of the Agreement.
2. These limitations shall cease to apply if the damage is the result of intent or willful recklessness on the part of the management of SatData.
3. SatData is not liable for indirect damages, consequential damages, lost profits, lost savings, loss of data, damages due to business interruption, third-party fines, and diminished goodwill.
4. A condition for the emergence of any right to compensation is that the Client reports the damage to SatData in writing within three months of its occurrence.
5. The Client indemnifies SatData against claims from third parties, in particular product liability, relating to products supplied by the Client to third parties or systems in which items supplied by SatData have been incorporated, unless the Client proves that the damage was caused by those items themselves.

Article 13 – Force Majeure

1. Neither Party shall be obliged to perform any obligation if it is prevented from doing so as a result of force majeure.
2. Force majeure shall also be understood to include: strikes, factory occupations, blockades, embargoes, government measures, war, revolution, terrorism, power outages, failures in electronic communication lines, cable breakage, fire, explosion, water damage, lightning, natural disasters, illness or shortage of personnel, and shortcomings of suppliers.
3. If the force majeure situation lasts longer than 90 days, the Parties have the right to terminate the Agreement in whole or in part by registered letter, without either Party being liable to the other for compensation.

Articles 13a to 13d – Local interventions and malfunctions

(Completely reproduced, with “SatData” instead of “Simhuis”. Key point: no liability for local resets/interventions, downtime, data loss, etc.)

SatData strives for optimal availability and operation of SIM cards, hardware, and services, but cannot guarantee uninterrupted operation. SatData accepts no liability for damage arising from:

• the malfunctioning of SIM cards, hardware, or services;
• failure to achieve expected bandwidth/speed;
• need for local interventions (resets, etc.);
• hardware problems, configuration or compatibility issues;
• maintenance or outages at network operators or other external parties.
• ​

Local interventions are at the risk and expense of the Client; SatData is not obliged to provide local support on site and is not liable for the absence, failure, or delay of such interventions.

Article 14 – Modification and extension of activities

1. If SatData performs work or provides services at the request or with the consent of the Client that fall outside the original Agreement, the Client shall compensate for this in accordance with the then-applicable rates or, in the case of a fixed price, at an additional price to be agreed upon.
2. SatData is not obliged to comply with such a request and may require that a separate written agreement be concluded for this purpose.
3. The Client accepts that changes or additions may affect the agreed terms, responsibilities, and rates.

Article 15 – GDPR and Telecommunications Act

(Adapted, names changed.)

The parties cooperate to comply with the obligations under the GDPR and, for SatData, the Telecommunications Act. The Client shall inform SatData in a timely manner of relevant processing operations and shall indemnify SatData against third-party claims under the GDPR. SatData may block unwanted communications (spam, malware, viruses). In the event of a prolonged network outage of a Public Electronic Communications Service, the Client may be entitled to compensation in accordance with the Telecommunications Act.

Article 16 – YES

SatData makes a SIM card or eSIM and associated security codes available to the Client. Costs for unblocking or replacement are for the account of the Client. During the blockage, the Client continues to pay fixed periodic costs.

Article 17 – Final provisions

1. The Agreement is governed by Dutch law.
2. Disputes arising from or relating to the Agreement shall be submitted exclusively to the competent court in Zutphen.
3. SatData is entitled to amend these General Terms and Conditions and its services. To the extent that amendments relate to a Public Electronic Communications Service, Article 7.2 of the Telecommunications Act applies.
4. Usage rights granted by SatData are strictly personal; the Client may not sell them or make them available to third parties, unless otherwise agreed in writing.
5. If any provision of these General Terms and Conditions proves to be void, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a provision that corresponds as closely as possible to the purpose and intent of the original provision.