General terms and conditions


Content

‍

10 February 2025

1. Definitions

The terms starting with capital letters are deemed to mean the following for the purposes of these GTC.

Agreement: The services agreement regarding the supply of Services between Settly and the Client, including any amendments and additions thereto, to which these GTC apply

App: the Employee Relocation App of Settly

Article: an article in these GTC

Authorized Parties: the party or parties who(se employees (Users)) are entitled to use the Services of Settly

Content: all information and documents provided in relation to the Services, either by Settly or by third parties, explicitly including the content contained in and made available via the App and the Platform

Client: the entity that enters into the Agreement with Settly regarding the provision of Services to the User(s) 

Client Content: all information and documents that the Authorized Parties and their Users enter and store in the App and the Platform

Confidential information: all information acquired in connection with (the purpose of) the Agreement of an obvious confidential nature or information that has been marked as confidential by one of the Parties. Confidential Information in any event includes (but is not confined to) the terms of the Agreement, all data and information regarding the scope of the sales, business contacts, pricing of the Services, marketing plans of Settly and trade secrets and know-how of Settly

Date: the commencement date agreed upon between the Parties in the Agreement

Fees: any amounts owed by the Client to Settly in relation to the Services, as set out in the Agreement and these GTC

GTC: these general terms and conditions

Intellectual Property Rights: all worldwide intellectual property and similar related rights in the broadest sense (and claims to these rights), including in particular, but not exclusively, (1) copyrights, (2) design rights, (3) trademark rights, (4) trade name rights, (5) patents, (6) database rights, (7) trade secrets and know-how and (8) domain names, (or entitlement to same), also including all powers (in any event including the exclusive right of publication and reproduction) that the relevant Dutch and international regulations grant or will grant to them

Parties: both Settly and the Client (the word “Party” (singular) means either one of them)

Platform: Settly’s digital platform that is designed to facilitate relocation, immigration and settling-in support for the Client and its Users, containing information, access to events, experts, tasks and a chat functionality that allows the User to establish contact, ask questions and gather information

Services: the services that Settly provides to the Authorized Users and/or that the (Users of the) Authorized Parties are entitled to use, as further set out in Annex 1 to the Agreement, including any relocation services agreed upon and including the provision of the App and the Platform

Settly: means Settly B.V., a private company with limited liability,  established under the laws of The Netherlands, with its registered seat and offices in Amsterdamregistered at the Dutch chamber of commerce under file number 7388355

Territory: the territory in which the Authorized Party is entitled to use the Services, as further set out in Annex  1

User: the individual users that are allowed access to the App and Platform under the conditions of the Agreement and these GTC

Written / In Writing: communication by letter, e-mail or other digital messaging platform

‍

2. Scope

  1. The provisions of these GTC govern the entire legal relationship between the Client on the one hand and Settly on the other hand and are applicable to all Services provided to the Client and/or offered on/via the Settly website (www.getsettly.com/gtc) and App. In case the Parties entered into an Agreement, these GTC shall be deemed to be complementary to the Agreement.‍
  2. In case the Authorized Parties wish to use the services of third parties, general terms and conditions and/or privacy statements of these third parties may apply. By using these services, the Client and the Authorized Users are automatically bound to their applicability.

3. Agreement

  1. An agreement will be formed by both Parties signing the Agreement.
  2. Offers and tenders of Settly are revocable, subject to contract and valid for the term indicated therein. If no term has been given, the offer or tender is valid for up to thirty (30) days after the date on which the offer or tender was issued.
  3. Settly shall be entitled to transfer (its rights and obligations deriving from) the agreement to a third party which would acquire a part or the total of Settly’s shares. Apart from that, neither Party shall be entitled to assign any rights or claims under this agreement without the prior Written consent of the other Party.

‍

4. Services

  1. If the Parties agree to amend the Services, the Territory and/or the Authorized Parties as set out in the annexes to the Agreement, the Parties will draft a new annex and agree to its contents In Writing, after which the amended annex shall be deemed to be part of the Agreement as (the replacing version of) the concerning former annex.
  2. Settly may employ any person, company or firm as a sub-contractor to perform all or any of its obligations under the Agreement or these Terms, provided always that this does not relieve Settly from any of its obligations thereunder.
  3. In case the Authorized Parties wish to use the services of third parties via the App or the Platform, general terms and conditions and/or privacy statements of these third parties may apply. By using these services, they automatically consent to the applicability of these general terms and conditions and/or privacy statements.

‍

5. Fees

  1. The Client shall pay the Fees to Settly for the Services as set forth in (the Annexes to) the  Agreement and these GTC. 
  2. The Fees are due and payable irrespective of whether the Client or its Users have registered for and/or used the Services or not.
  3. The Client is required to pay the invoices of Settly in full within 30 days. If it concerns pre-payments made by Settly (such as third party services paid for by Settly up front), the invoice shall be paid in full within 7 days. No deduction, suspension or set-off shall be permitted.
  4. The Fees will always be invoiced in euros, regardless of the countries in which the Authorized Parties are located. Should the Parties agree on a different currency In Writing, the Fees will be calculated by converting the amount for the Fees in euros to the currency agreed upon by using the exchange rate that is applicable on the invoice date.
  5. If the Client does not pay timely, the Client is required to pay 1% interest per month (wherein a part of a month is calculated as a whole month). Further to this, the Client will be charged for any costs incurred by Settly in order to receive payment.
  6. If the Client does not pay an invoice timely, Settly further has the right to suspend the Services, including barring access to the App and the Platform, until the pending invoice is paid in full, all of this without Settly being liable for any costs or damages.
  7. Settly shall send all invoices under this agreement to the Client, unless Settly agrees In Writing to send one or more invoices to another party (such as an Authorized Party). The Client shall at all times remain responsible for the full and timely payment of all amounts that are due to Settly under this agreement, regardless to whom an invoice was sent.
  8. In case of cancellations of any services Settly reserves the right to charge to the Customer cancellation costs of the services plus a coordination fee of € 250.
  9. Settly is entitled to increase the Fees for its Services annually. Settly will communicate such an increase in advance. In case the client does not agree, they need to notify Settly within 1 month's notice. 

‍

6. Terms and Termination

  1. Settly may by written notice to the Client terminate the Agreement at any time, without taking into account a notice period and without reimbursement of paid fees, if:

a. the User or the Client fails to comply with any applicable statutory legal requirements or substantial contractual obligations (including the payment of any fees due to Settly);

b. there is a cause in the person of the User or the User’s activities in relation to the Settly website or app which may substantially impair the reputation of Settly.

  1. Parties will have the right to terminate [in Dutch: opzeggen] this agreement with immediate effect In Writing if:

a. the other Party violates any provision of this agreement that either cannot be rectified or has not been rectified within 15 days after a Written request by the violated Party to do so, without prejudice to the right to claim full damages or performance;

b. an application is filed for the other Party’s bankruptcy, the other Party files for bankruptcy itself, or it is declared bankrupt;

c. the other Party applies for or is granted a moratorium on payments (provisional or otherwise);

d. the other Party ceases to conduct its business operations (or a significant part thereof) which is deemed to include the liquidation of its business;

e. a decision is taken to liquidate the other Party in its capacity as a legal entity;

f. the other Party loses free disposal over its assets (or part thereof), for example, due to their attachment;

g. the other Party proceeds to dispose of its assets; or 

h. the behaviour, actions and/or statements of the other Party can potentially harm the good reputation or name of the Party.

8. Settly will have the right to terminate [in Dutch: opzeggen] this agreement with immediate effect In Writing if (the activities of) the Client and/or a User may impair the reputation of Settly.

9. Should the agreement be terminated prematurely under Article 6.3 or 6.4, the terminating Party shall not be obligated to compensate the other Party for any damages or costs that are the result of the termination.

10..    The obligations of Parties under this agreement that by their nature will continue beyond the termination of this agreement, will remain in effect after the termination of this agreement. This explicitly includes the obligations as set out in Article 9 and Article 15.

‍

7. Use of the App and the Platform

  1. The App and the Platform amongst others allow the Users to gather information, ask questions
    and establish contact with experts and the Settly community.
  2. The Authorized Parties may grant access to the App and the Platform to their Users. A User may only be:

a. a natural person; and

b. who has entered or has agreed to enter into an employment agreement with the Authorized User or who is a partner or dependent of the Authorized User.

  1. The Authorized Party shall notify Settly of the name and e-mail address of a new User, after which an account will be created for that person. This account is strictly personal and may only be used by that specific person.
  2. The Client shall not permit anyone other than Users to use or access the App or the Platform. The Client is obliged to keep all login information to the App and the Platform confidential and shall only share this information with the Users. 
  3. As soon as a (former) User no longer meets the criteria as set out in this Article 7 the Client shall inform Settly of this immediately. The Client may terminate the account of a User In Writing, taking into account a one month notice period – this notwithstanding the right of Settly to block the access of the User as soon as possible in case of compelling reasons. The notice shall include the User’s registered name and email address.
  4. The Client shall ensure that any Client Content that is shared within the App or the Platform does not infringe the (Intellectual Property) rights of third parties and is not defamatory or obscene. 
  5. The Client shall inform the Users of the restrictions on the use of the App and the Platform as set out in this Article 7. Moreover, the Client shall instruct the Users to keep their login information confidential and to store it in a safe manner and not to allow access to the App or the Platform to a third party.
  6. In the event of unauthorized use of the App or the Platform by a User, Settly may (either temporary or permanently) bar such User’s access to the App and the Platform and/or terminate the account of the User. Settly will inform the Client in case Settly executes any of these rights. Parties shall consult each other to determinate if the breach can be remedied and the access to the App and Platform or the account of the User can be restored.
  7. The Client acknowledges that the App and the Platform are provided ‘as is’ without warranty of any kind, either express or implied. 
  8. Settly may include technical measures in the App and the Platform that are intended to restrict unauthorized use thereof or to notify Settly thereof.

‍

8. Maintenance of the App and the Platform

  1. Settly may modify, amend, expand or replace (the Content of) the App and the Platform, for instance to improve their functionalities. In the event Settly decides to make a back-up of the App or the Platform itself, it is not obliged to store such back-up for more than 24 hours.
  2. As the App and the Platform concern software, Settly cannot guarantee or warrant that the access to the App or the Platform will be uninterrupted or error-free or that defects in the App or the Platform will be corrected and Settly is not liable for any claims or damages in case the App or the Platform is not accessible, except if this is the result of wilful conduct or gross negligence.
  3. In order to enable Settly to identify and – if necessary – resolve an error, when reporting an error the Client shall provide sufficient details of the error (preferably with screenshots) and the effect on the use of the App or the Platform. 
  4. Settly shall use all reasonable endeavours to resolve errors having a critical or significant impact on the use of the App or the Platform, for instance in case of errors that cause serious disruption or failure of the App or the Platform or that allow the App or the Platform to be used in a limited or undesirable way. Settly shall strive to resolve such errors (as quickly as possible and) no later than 30 days after being notified In Writing of such an error by the Client. 
  5. Settly may also – but is not obliged to – solve issues having some or a minimal impact on the use of the App or the Platform, for instance errors causing no material disruption or degradation to the App or the Platform.
  6. Settly cannot be held liable for errors which cannot reasonably be attributed to Settly, such as errors resulting from the use of the App or the Platform other than in accordance with this agreement or for a purpose for which it was not designed, errors resulting from a fault in any third party software operating in conjunction with the App or the Platform.

‍

9. Intellectual Property Rights and license

  1. Each Party shall remain owner of (the Intellectual Property Rights pertaining to) its own information, documents and know how. The cooperation between Parties does not include a transfer of any Intellectual Property Rights from one Party to the other Party. This amongst others means that all Intellectual Property Rights pertaining to the App, the Platform and the Content shall be vested exclusively in Settly and/or its licensors and that the Authorized Parties will remain the owner of all Client Content.
  2. Settly grants the Authorized Parties a non-exclusive, non-assignable, non-sub-licensable license to use the App and the Platform and to access the Content (including via the App and the Platform), for the sole purpose of and in accordance with the terms of this agreement. The license is valid during the term of this agreement. 
  3. On the basis of the license as set out in Article 6.2., the Authorized Parties shall have the right to access and electronically display the Content through the App or the Platform for its own use. The Authorized Parties are not entitled to make available or store or otherwise reproduce the Content. This also means that any Content in the App or the Platform may not be stored outside of the App or the Platform. 
  4. Unless explicitly agreed upon by Settly In Writing, the Client shall not, and shall not instruct, assist or permit others to, modify, create derivative copies of or copy the App or the Platform or any Content or reverse engineer, decompile, disassemble or otherwise reduce the object code of the App or the Platform.
  5. The Client grants Settly a non-exclusive, non-assignable, non-sub-licensable license to use the Client Content, for the sole purpose of and in accordance with the terms of this agreement. On the basis of this license, Settly is for instance entitled to store the Client Content in the App and/or the Platform.
  6. Parties shall not undertake and/or do anything that infringes the other Party’s Intellectual Property Rights, renders them invalid and/or endangers their ownership. Parties agree to use the Intellectual Property Rights only in a manner that is not detrimental in any way to the good reputation or name of the other Party. 
  7. The Client shall not be permitted to remove any indication concerning Settly’s Intellectual Property Rights, for instance in the App or the Platform or in the Content.
  8. The Client shall not register any signs that are identical or confusingly similar to the name and logo of Settly, for instance as trademark, trade name, domain name, AdWord or similar keyword or social

‍

10. Client’s obligations

  1. The Client shall:

a. provide Settly with:

I. all necessary cooperation in relation to the Agreement; and

II. all necessary access to such information as may be required by Settly in order to provide the Services;

b. comply with all applicable laws and regulations with respect to its activities under the Agreement;

c. ensure that the Users:

I. use the Services in accordance with the Agreement, 

II. shall only provide true and accurate personal, social, and professional information,

III. shall not use, upload, post, email, send, transmit, or otherwise make available any content that violates laws and statutes in any manner (illegal contents),

IV. shall adhere to all Settly’s guidelines as amended from time to time

V. and shall be responsible for any User’s breach of the Agreement.

‍

11. Use of Client Logo

  1. Client grants to Settly the right to use Client's company name, logo, and/or (other) trademarks for the promotion and marketing of its Services, as well as within the Platform for the provision of its Services, all in accordance with the reasonable guidelines provided by Client for the use of its company name, logo, and/or (other) trademarks.

‍

12. Privacy

  1. Parties confirm that they shall comply with all applicable legal provisions regarding data protection and more in particular that they will take all appropriate measures to protect personal data that was obtained under the Agreement or these GTC. 
  2. Parties shall only use personal data obtained under this agreement insofar as this is reasonably necessary for the execution of this agreement and not for any other purposes. Insofar as this is necessary, Parties shall enter into a separate agreement regarding data protection. Details on Settly’s handling and processing of personal data are set forth in Settly’s privacy statement, which can be found here: https://www.getsettly.com/privacy.

13. Liability

  1. Settly shall only be liable for any loss that occurs directly as a result of foreseeable, avoidable non-compliance for which it may be held to be culpable, and which is directly related to this agreement or its execution. 
  2. Any duty on the part of Settly to provide compensation to the Client is limited to what Settly’s insurer pays out or provides in the way of compensation in the relevant case. If and in so far as the insurer refrains from providing compensation for whatever reason, any duty on the part of Settly to provide compensation shall be confined to the value of the fees paid for the specific Service(s) that gave rise to the loss within 12 months prior to the incident giving rise to the damages (exclusive of VAT).
  3. Settly’s liability or at any rate its duty to provide compensation shall in all events be confined to no more than EUR 10,000.00 (ten thousand euros) per contract year. 
  4. Settly shall only have an obligation to compensate the direct loss of the Client. For the purposes of these GTC ‘direct loss’ is only deemed to refer to: (a) material damage inflicted on the Client’s property, (b) any reasonable costs which the Client needs to incur in order to ensure that Settly’s performance accords with this agreement, (c) any reasonable costs incurred for the purposes of determining the cause and scope of any loss in so far as such determination concerns a direct loss and (d) any reasonable costs incurred for the purposes of preventing or limiting any direct loss.
  5. Under no circumstances may Settly be held liable or be required to pay compensation for any indirect loss, unless the applicable mandatory law legislation does not permit the exclusion of such loss (or part thereof). Amongst other things, ‘indirect loss’ for the purpose of these GTC is deemed to refer to (but is not confined to) consequential loss, loss of turnover and/or earnings, forgone savings, investments, any loss due to the disruption or halt of business and/or any expenses incurred for the purposes of preventing, determining or limiting any indirect loss, and/or liability for same, and any costs incurred for the purposes of securing extrajudicial compensation for indirect loss.
  6. Any claim against Settly for compensation shall lapse merely by virtue of the expiry of 12 months after the incident occurred that gave rise to the loss.
  7. The limitation of liability referred to in this Article 13 shall cease to apply if and in so far as the relevant loss is due to a deliberate act or omission, or wilful recklessness on the part of Settly.
  8. In case the Client, Authorized Parties or the Users fail to comply with the provisions of the Agreement or these GTC, infringe any rights of third parties (including Intellectual Property Rights) or (otherwise) act unlawfully, the Client shall indemnify Settly and hold Settly harmless for any losses, claims, damages, awards, penalties or injuries incurred by Settly or a third party, including damages that Settly needs to pay to third parties and legal fees.
  9. Settly is not liable towards the Client for the behaviour of other users within the Settly Community. Settly is not obliged to conduct a background check of any of its users, nor does it have an obligation to verify any statements from users. Each User is solely responsible for his/her behaviour and his/her interaction with other Users. Settly shall not be liable for any User’s behaviour and interaction with other Users, if any.
  10. Unless Settly explicitly confirms otherwise In Writing, the Content in the App and Platform concerns general information. Moreover, the Client acknowledges that the App and Platform include and provide contents provided by third-party providers, as well as links to websites of third parties. Settly cannot check whether – and therefore does not provide any warranties that – information provided by other users within the Settly community or by third parties (either in the App or Platform or via a hyperlink to a third-party website) is correct, complete or up-to-date and shall therefore not be liable for any such third-party content. The Client and the Users are responsible themselves for assessing and using the Content.
  11. Where Settly involves third parties, General Terms and Conditions of these parties are applicable to the agreement between Settly and the Client. In case of any conflict, these GTC will prevail. 

‍

14. Force majeure

  1. A Party may not be held culpable for any failure on its part to comply with an obligation towards the other Party, where that Party has to contend with force majeure.
  2. Force majeure shall at any rate include (but not be confined to) any situation in which a Party has to contend with a strike organised by a recognised trade union, war, fire or water damage, frost, flood, storm, snow and other disruptive weather conditions, computer and software failures, electricity outages, network or internet failures, cybercrime and (measures as a result of) pandemics or epidemics and if a Party is (otherwise) hampered in its efforts to comply with its obligations due to an act or omission on the part of public authorities (local or otherwise). Further to this, force majeure shall exist if the aforementioned events occur in relation to a third party that Settly uses in the execution of this agreement, including the cloud computing service that hosts the Platform.

‍

15. Confidentiality

  1. Parties shall keep in strict confidence and not disclose any Confidential Information. Parties shall take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information of the other Party.
  2. The duty of non-disclosure referred to in the foregoing clause shall also apply to all of the staff and subordinates of a Party, as well as to any person who is not a subordinate but who carries out work on the instructions of a Party.

By way of exception, Confidential Information does not include information which:

  1. at the time of disclosure is published or becomes otherwise available to the general public as part of the public domain through no act, failure or negligence of a Party and without any breach of this agreement;
  2. was already rightfully in the possession of a Party on the Date, without any confidentiality restrictions;
  3. is rightfully received from a third party without any confidentiality restrictions; or
  4. is required to be disclosed under any law, governmental rule or regulation or court order, provided that the Party needs to inform the other Party promptly and in writing of the required disclosure.
  1. If a Party fails to comply with any obligations described in this Article 15, it will forfeit to the other Party, without requiring a demand for compliance or notice of default, a penalty that is immediately due and payable of € 15,000 per violation, irrespective of a Party’s right to request compliance, annulment or full damages from the Party in default, with the exclusion of article 6:92 of the Dutch Civil Code.

‍

16. Miscellaneous

  1. Only these GTC are applicable to the Agreement. The application of any other general terms and conditions, however such general terms and conditions may be called and whatsoever form they may take, is precluded.
  2. Derogations, amendments and addenda to the Agreement or these GTC shall only apply if they are agreed to In Writing by both Parties.
  3. If any provision of these GTC is, for any reason, invalid and/or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law. The null or invalid provision will be replaced by a suitable provision that approximates as closely as possible the Parties’ intention in a legally effective manner.
  4. Settly reserves the right to amend these GTC at any time insofar as these amendments are based on legitimate interests and not unreasonable for the Client. Settly shall give due notice of any amendments of these GTC. The amendments to the GTC shall be effective from that point in time unless the Client objects within four (4) weeks after receipt of the said notice by communicating its objection.
  5. Settly shall be entitled to transfer (its rights and obligations deriving from) The agreement and these GTC to a third party which would acquire a part or the total of Settly’s shares. Apart from that, neither Party shall be entitled to assign any rights or claims under the Agreement or these GTC without the prior Written consent of the other Party. This clause has property law effect (in Dutch: goederenrechtelijk effect).
  6. No provision of the Agreement or these GTC shall be construed to the disadvantage of any Party solely because such Party is responsible for drafting such provision.

‍

17. Governing law / competent court

  1. The Agreement and these GTC are solely governed by Dutch law. Section 3 of Book 6 of the Dutch Civil Code regarding general terms also applies between Parties. The applicability of the UN Convention on the International Sales of Goods (CISG) is expressly excluded.
  2. Any and all disputes that may arise in connection with the Agreement, these GTC or further agreements between Parties arising from the Agreement will be settled exclusively by the competent court of Amsterdam, the Netherlands, unless Settly decides to initiate legal proceedings against the Client before another competent court (such as in the country / place of business of the Client).

‍

‍

Download Terms