Terms & Conditions

Who are we?

We are DEM Solutions B.V., trading under the name Parts iQ (Parts iQ). Our address is Celsiusstraat 33, 2652XN Berkel en Rodenrijs, the Netherlands. We are registered with the Dutch Chamber of Commerce under number 98817523.

What do we do?

We give you access to our software with which you can easily look up and order the same part or alternatives from multiple suppliers. In addition, through pre-configured settings you can always apply the right pricing structure within your parts sales (the Parts iQ app).

What will you read here?

These are our general terms and conditions (the Terms). We will send you these Terms free of charge on request. You can also find these Terms at www.parts-iq.nl (the Website). Our Privacy Policy is also available on our Website. Please take the time to read this carefully; it contains important information about how we collect and use your data. Where we refer to you in these Terms, we mean you as a user of Parts iQ.

Questions?

If you have any questions about these Terms or about Parts iQ, please do not hesitate to contact us by emailing [email protected] or calling 085-2502445.

Applicability of the Terms

These Terms apply to every offer and agreement we enter into with you and to every use of Parts iQ.

We reserve the right to amend the Terms at any time. You agree that the most recent version of these general terms and conditions will always apply.

Arrangements that deviate from these Terms only apply if we have agreed to them in writing (including by email).

Parts iQ

Parts iQ provides you with Parts iQ, with which you can easily look up and order the same part or alternatives from multiple suppliers. In addition, through pre-configured settings you can always apply the right pricing structure within your parts sales.

We offer Parts iQ only to business users.

Subscriptions and cancellation

Before using Parts iQ, you enter into an agreement (Subscription) with us. You can find more information about our Subscriptions on our Website.

The term of the Subscription (Subscription Period) is agreed during the sign-up procedure. The Subscription takes effect from the date agreed during the sign-up procedure (Start Date).

If you have chosen a Subscription Period of 1 year, your Subscription is automatically renewed, each time for a period of 1 month. If you have chosen a Subscription Period of 1 month, your Subscription is automatically renewed, each time for a period of 1 month.

You can cancel your Subscription before the end of the Subscription Period. You can cancel by emailing [email protected] or calling 085-2502445.

Price

All prices we communicate are exclusive of any expenses and VAT.

We may adjust our prices and rates from time to time. A price change will take effect 30 days after it is announced.

If you do not agree with the price change, you can cancel your Subscription within 30 days. The Subscription then ends on the date the price change takes effect.

Payment and collection costs

You must provide us with a valid means of payment for the use of our solution. Each month, around the day on which your Subscription started, we will charge the amount for the use of Parts iQ via your means of payment.

If you do not meet your payment obligation on time, we will first send a payment reminder. If payment is not made within the stated payment term, you are in default. In that case you owe the statutory commercial interest on the outstanding amount. The interest on the amount due is calculated from the moment you are in default until the moment you pay the full amount due.

If you are in default, we have the right to (temporarily) block your account until you again meet your payment obligation.

If you are in default, you also owe us all extrajudicial collection costs. For an outstanding amount up to EUR 267 these costs will be EUR 40. For a higher amount, the collection costs are calculated on the basis of the outstanding amount.

Use of Parts iQ

If you want to use our Parts iQ, you must create an account on our Website.

You are yourself responsible for choosing the right means of identification, such as your email address, and for choosing a strong password.

You may only create a personal account for yourself. You may not give others access to (a backup copy of) Parts iQ.

You must keep your account details and password strictly confidential. You are liable for all actions taken after logging in with your account details. You are not liable for these actions if you have notified us that someone else knows the password of a personal account.

You can delete your account by sending us an email. Terminating your account does not in any way also terminate or suspend your payment obligations to us.

To use Parts iQ, you need a good internet connection. You are yourself responsible for the technical operation and maintenance of your internet connection, internal network and all other IT systems.

Availability and maintenance of Parts iQ

We will ensure that you can use Parts iQ for as long as you have a Subscription with us. We will make every effort to make Parts iQ available 24 hours a day, 7 days a week. We are responsible for the operation and maintenance of Parts iQ.

During maintenance, Parts iQ may be unavailable. In principle, maintenance will never take place during office hours (09:00 - 17:00).

We reserve the right to change Parts iQ and to change, remove or add certain properties or functionalities of Parts iQ.

We do not guarantee that the operation of Parts iQ is error-free. Notify us immediately if Parts iQ has a malfunction, such as an error message or the failure of a functionality of Parts iQ. You can do this by contacting us by emailing [email protected] or calling 085-2502445. We will then do our best to resolve the malfunction as quickly as possible.

Exclusion

We reserve the right to dissolve the Subscription and exclude you from the use of Parts iQ if we have valid grounds for doing so. In that case we are not obliged to (re)pay any amounts already collected or any compensation.

Valid grounds exist in any event if:

• you act in breach of applicable laws and regulations or these Terms;
• you do not meet your payment obligations under the Subscription;
• you use Parts iQ for a purpose for which it is clearly not intended.

Third parties

We may have work (partly) carried out by third parties if we consider this necessary for the proper performance of the Subscription. Articles 7:404 of the Dutch Civil Code (performance by a specific person), 7:407 paragraph 2 (joint and several liability) and 7:409 (death of a specific person) do not apply.

Force majeure

We are not liable if we cannot perform the Subscription with you due to force majeure. This includes, for example, a non-attributable failure of third parties that Parts iQ uses, hacks and internet failures. This also applies if you cannot perform the Subscription due to force majeure.

If the force majeure lasts longer than 3 months, you can cancel your Subscription in writing. In that case there is no right to compensation. We will send you an invoice for the (not yet paid) period in which you used Parts iQ.

Intellectual property rights

We (or our licensors or suppliers) are the exclusive owner of all existing and future intellectual property rights, such as copyrights, trademark rights, design rights, patent rights, source code and know-how, that rest on or arise from Parts iQ and the Website.

You only receive the right to use Parts iQ. You cannot claim the intellectual property rights mentioned in paragraph 1. The right to use Parts iQ is non-exclusive, and it is not permitted to transfer or license the right to use Parts iQ.

Confidentiality and privacy

We are obliged to keep all your Confidential Information secret. By Confidential Information we mean all information that you have indicated is confidential or that is confidential by its nature.

The following is in any event Confidential Information:

• information related to research and development, trade secrets or business information;
• personal data as referred to in the General Data Protection Regulation (GDPR).

We protect your personal data in accordance with the GDPR. See our Privacy Policy on the Website for more information.

Liability and indemnification

We are not liable for any damage or other adverse consequences arising from the use or unavailability of (information on) our Website and/or Parts iQ. All actions you take on the basis of our Website and/or Parts iQ or the information we provide are at your own expense and risk.

We are not liable for damage caused by improper or unlawful use of Parts iQ by you or third parties.

We are not liable in the event of force majeure, as set out in the article titled “Force majeure”.

We are only liable for your direct damage that is the direct and exclusive result of a shortcoming on our part.

If we are nevertheless liable, our liability is always limited to a maximum of your annual Subscription price.

We will take care of the careful storage of your data. We are not liable for the damage or loss of data stored with us or with third parties.

The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on our part.

You will indemnify and hold us harmless against all claims of third parties such as, but not limited to, fines, costs, damage, etc. relating to any use of Parts iQ by you.

Final provisions

If any part of these Terms is void or voidable, this does not affect the validity of the rest of these Terms. The void or voided part is replaced by a provision that follows the content of the void provision as closely as possible.

It is not permitted to assign or transfer rights and obligations under Parts iQ or these Terms without our prior written consent.

Applicable law

Dutch law.

Competent court

The District Court of Rotterdam has jurisdiction to hear all disputes or claims arising from these Terms.