Terms of Service
Below are the Terms of Service that apply to the products and services available through Meritable.
PART II SUPPORT SUBSCRIPTIONS
28.1 These terms and conditions apply during Your Trial Period and during Your subscription to the Service(s) through a subscription of Your choice.
28.2 This Agreement includes and hereby includes by reference the Subscription Agreement as signed by You and Meritable.
28.3 Subscriptions have a term of twelve (12) months, unless otherwise agreed in writing. The commencement date coincides with the start of the subscription period as stated on the invoice. Meritable will charge You the subscription Fees annually.
28.4 After expiry of the Trial Period referred to in Article 28.1, the Subscription will be renewed for a period of twelve (12) months, unless You terminate the Subscription in writing, with due observance of a notice period of one (1) month before the end of the current subscription period.
29.1 All amounts charged or mentioned by Meritable or the Websites, quotations or Agreements are – unless explicitly stated otherwise – exclusive of VAT and any taxes, surcharges or similar increases that a Client, payer or Meritable must make on the basis of applicable regulations. to pay, or which Meritable is obliged to charge to the Client.
29.2 Costs and amounts paid by Meritable to third parties on behalf of the Client will be charged to the Client as expense allowances. A processing fee may apply.
29.3 Meritable has the right to request prepayment and/or payment of an advance (for reimbursements and/or expenses). Meritable is entitled to suspend its work if and as long as the Client has not paid an advance to cover the compensation and/or expenses and/or as long as the Client lags behind with payment of the invoices.
30.1 Your subscription to the Service(s) is automatically renewed for a term that is equal in length to the then expiring subscription term. Unless otherwise provided in a form, the subscription fees applicable to Your subscription to the Services for such a subsequent subscription period are our standard subscription fees for the subscription plan to which You have subscribed from the time the next subscription period begins. You acknowledge and agree that unless You terminate Your account, You will automatically be charged for the applicable subscription fee.
31.1 Meritable offers a fourteen (14-) day trial period for the Deal Desk and Legal Support Desk subscriptions. You have the option to dissolve the Agreement without giving any reason during fourteen (14) days during the trial period, which starts on the day that You enter into the Agreement.
31.2 To make use of Your right of withdrawal, You enter the reasonable and clear instructions of Meritable with the quote and/or at the latest upon delivery.
31.3 If You have prepaid an amount for a Subscription and You use the right of withdrawal during the Trial period, Meritable will refund this amount as soon as possible but no later than 14 days after cancellation. The condition for digital Service(s) is that You no longer use the Service(s) and/or the results thereof (such as contracts) and Your copies are destroyed.
31.4 The Right of Withdrawal only applies to Support Subscriptions.
PART III SELF-SERVICE: MERITABLE LEGAL FORMS
32.1 Our Websites, Apps and/or Service(s) offer You ways to consult general business information. On our Websites and/or Apps we can offer You fillable forms and questionnaires with which You can create contracts and legal documents (“the Meritable Legal Forms”), to arrange legal affairs as part of our Do-It-Yourself service (the “Self-Service Service(s)”). If You use the Self-service Service(s) and Meritable Legal Forms, the terms and conditions below apply as part of the Terms of Service. If You do not agree with these Terms of Service, do not use the Self-Service offering.
33.1 You understand that Your download and/or use of a Meritable Legal Form document or questionnaire is neither legal advice nor the practice of law and that any Meritable Legal Form and any instructions or guidelines provided with it are not adapted. to Your specific needs.
33.2 Meritable does not offer legal advice in the context of its Self-Service: Meritable Legal Forms, the Deal Desk Support Subscription, Procurement Consulting Services or Procurement Outsourcing Services. You agree that Meritable does not provide legal advice as part of its Meritable Legal Forms.
33.3 Meritable is not a law firm and does not act as Your lawyer. Your use of Meritable Legal Forms does not create a privileged attorney-client relationship between You and Meritable.
33.4 You agree to accept full responsibility for any decisions You take regarding legal matters or for determining the value of and for each use that You make of Meritable Legal Forms, and for obtaining the necessary assistance from a competent authority, lawyer, attorney and/or other qualified consultant to assess the value and proper use of any Meritable Legal Forms.
33.5 You understand and agree that the Self-service services, such as self-service or do-it-Yourself contract creation with Meritable Legal Forms, do not include:
(a) legal or procurement advice services or support subscriptions by Meritable or its Affiliates. These Services can be purchased separately at an additional Fee.
(b) Any legal communication, work or service that may be performed under the applicable law of Your jurisdiction only by or under the supervision of an authorized attorney-at-law, mediator or public notary;
(c) advice on which legal documents or other documents You need or that are best for Your situation;
(d) determining the legal consequences that may or may not arise from the way in which You have created Your legal document;
(e) whether or not You have included appropriate, contradictory or incorrect information in Your legal documents;
(f) whether You have omitted the necessary provisions or details from Your legal documents that are necessary;
(g) and whether You need additional legal documents or legal proceedings.
33.6 You assume full responsibility to determine whether Meritable Legal Forms are suitable for a particular purpose and to protect Yourself against possible risks, costs and/or damages.
34.1 Self-service services may require You to enter personal, confidential, business or proprietary information from You or a third party.
34.2 The legal models of the Model are offered on an “as-is” basis without any form of guarantees. All data and information You enter in forms or questionnaires appear exactly as You have specified in such documents that You order via the self-help services. You are responsible for providing current, correct, complete and adequate data and information and checking the accuracy, validity, completeness and suitability of the provided data and information via the Self-service offering.
34.3 Meritable does not check and correct any data or information that You have provided via the Meritable Legal Forms and does not correct it. You understand that Meritable will not verify, after sending Your data in the Meritable Legal Form, that the information provided by You is correct, complete or otherwise faulty that make the legal document impossible to use or not.
34.4 Meritable shall not replace or exchange any products or services or grant any refund for products or services (1) purchased by You that contain non-current, incorrect, incomplete or inadequate data or information or (2) that You have purchased on the basis of incorrect, inaccurate, incomplete or inadequate data or information that You have provided via the Self-service offering.
34.5 You represent and warrant that You (1) have obtained all rights, licenses or other consents from third parties that are necessary to use the Self-service services and to grant us the rights to use such information in accordance with the Terms of Service, and (2) that Your use of personal, business, confidential or proprietary information of third parties does not infringe any privacy, intellectual property rights or other rights of third parties.
34.6 You understand that Meritable can only facilitate the generation of legal documents through Your submission of complete and accurate information and that You have 3 months (90 days) from the date of purchase to provide the necessary information to Meritable through the questionnaire for the relevant Meritable Legal Form.
34.7 If Your questionnaire is not completed within 90 days from the date of purchase, You understand and agree that, unless required by applicable law and as long as the delay is not caused by Meritable, Meritable may, at its sole discretion, delete the information You have entered the questionnaire.
35.1 Meritable grants You a limited, personal, non-exclusive, non-transferable license to use the Meritable Legal Forms for use by and for Your own company and the counterparties as filled in for the Meritable Legal Form. Unless otherwise stated, You acknowledge and agree that You are not entitled to modify, edit, copy, reproduce, create, exploit, reverse engineer, in any way the Meritable Legal Forms, to modify, or exploit in any way, except for the changes made by filling in the Meritable Legal Forms for the use authorized to You. By ordering or downloading Meritable Legal Forms, You agree that the Meritable Legal Forms that You purchase or download may only be used by and on behalf of Your company for Your own business use or used by You in connection with the closing of a contract with Your customer or supplier. The license rights to Meritable Legal Forms granted under these Terms of Service only become Your sole agreement that the Meritable Legal Forms You use or download may only be used by You and not sold, commercially exploited, resold or made available free of charge to third parties without the express written permission of Meritable.
PART IV CONSULTANCY SERVICES
36.1 If the Client engages Meritable to provide the Consultancy Services as set out in the Consultancy Services Agreement signed by You and Meritable, these Terms of Service form an integral part of the Consultancy Services Agreement.
36.2 The Consultancy Services provided by Meritable will be executed with dedication and skill, with reasonable care and ability, and in accordance with the Consultancy Services Agreement.
36.3 Meritable can and may only be deemed to have advised in relation to Dutch law, unless expressly agreed otherwise in the Consultancy Services Agreement.
36.4 All Consultancy Services are exclusively accepted and executed by Meritable, with the exclusion of articles 7: 404 and 7: 407 paragraph 2 of the Dutch Civil Code. This is also the case when the Client issues his order with a view to execution by one or more specific persons associated with Meritable
36.5 The content of the deliverables as agreed in the Consultancy Services Agreement represents Meritable’s assessment of facts and documentation provided to Meritable at the time of execution of the Consultancy Services and within the limits of the instructions received in the Consultancy Services Agreement.
36.6 The Consultancy Services are provided exclusively to You for use by You; and or the instructions arising from the Consultancy Services Agreement. Our advice may not be disclosed to third parties without the prior written permission of Meritable.
37.1 The Client pays the Fees for the Consultancy Services as set out in the Consultancy Services Agreement.
37.2 Meritable has the right to demand prepayment and/or payment of an advance (for disbursements and/or expense allowances). Meritable is entitled to suspend its work if and as long as the Client has not paid an advance to cover the compensation, expenses and/or payments and/or if and as long as the Client lags behind with payment of the invoice (s).
37.3 Costs and amounts paid by Meritable and paid to third parties on behalf of the Client are charged to the Client as expenses. The Client pays the costs of overnight stays, accommodation, travel, visa, travel permits and meals made by staff or representatives of Meritable in connection with journeys made at the request of the Client, for the execution of the Consultancy Services or for meetings with the Client. Travel by car will be reimbursed on the basis of EUR 0.25 per kilometer from and to the allocated locations of the Client. Travel costs for travel by bus, shuttle, taxi, train (including costs for reservations for places, baggage and surcharges for special fast trains, and in case of traveling with a night train the cost of a place to sleep), travel expenses related to boat crossings by sea (including the correct class and cabin supplements), including reservation costs, for travel to and from the locations assigned by the Client or local trips, as well as the costs for obtaining a visa, will be reimbursed by the Client. The accommodation costs are reimbursed for the costs of a single room (3 or 4-star accommodation) at or near the allocated location of the Client or the nearest airport.
38.1 You give Meritable all necessary and requested access to Your administration, data, contracts, financial information, work policies and practices, software or information systems and facilities so Meritable can perform the Consultancy Services.
38.2 You will provide sufficient information, instructions and documents in time for the Consultancy Services to be executed. Unless You otherwise notify Meritable, we assume that the documents and information You provide to Meritable for the performance of the Consultancy Services Agreement are complete and accurate.
38.3 You give Meritable timely and sufficient access to Your employees or representatives of Your suppliers and You will provide Meritable with the reasonable assistance required to perform the Consultancy Services Agreement, within the time period necessary to reach the agreed timelines.
38.4 Meritable can carry out the Consultancy Services from its own locations and, if necessary, request access to Your locations or systems. If access to Your locations or systems is necessary for the performance of the Consultancy Services, You will grant the necessary access to the representatives of Meritable to the locations where the Consultancy Services must be carried out or the relevant systems. You will, if necessary, make special software, equipment or personnel necessary for the performance of the Consultancy Services available.
38.5 You agree that Meritable may accept instructions relating to the Consultancy Services Agreement from Your employees, directors and officers. Meritable can act on the basis of oral instructions from You.
39.1 Meritable will not perform Consultancy Services for customers on both sides of the same deal at the same time. Meritable performs a conflict check to verify that the Consultancy Services Agreement would create a direct conflict of interest for the matter that lies with You or another Meritable customer. If such a conflict of interest exists, Meritable will inform You of this.
39.2 If such a situation arises during the Consultancy Services Agreement, Meritable will create Chinese walls to ensure that information relating to the Consultancy Services Agreement cannot be shared with consultants working for the other involved Meritable customer.
39.3 If a conflict of interest arises in connection with the Consultancy Services Agreement, Meritable may terminate the Consultancy Services Agreement for that reason without any liability to You for losses or costs suffered or incurred as a result thereof. You agree that in that case Meritable has the right to continue to advise one or more of the Meritable customers involved.
39.4 You agree that Meritable may otherwise provide Websites, Apps and/or Service(s) for its other customers, even if they are also Your investors, suppliers, customers, business stakeholders or commercial competitors.
40.1 Meritable accepts no liability for the advice or other services provided by experts, accountants, accountants, foreign lawyers, mediators, arbitrators, public notaries or other service providers who have been contracted on behalf of You via or with the aid of Meritable, other than our Affiliates. You are directly responsible for their fees and expenses.
40.2 Meritable does not accept any obligation towards any person other than You and we accept no liability or responsibility for the consequences arising from the trust in our advice or from the intention to benefit from the Consultancy Services Agreement by someone other than You. You will indemnify Meritable against all liabilities, losses, damages or costs incurred by Meritable as a result of claims brought by third parties against Meritable in connection with or arising from the performance of the Consultancy Services Agreement.
PART V OUTSOURCING SERVICES
41.1 If the Client engages Meritable to deliver the Procurement Outsourcing Services as set forth in the Procurement Outsourcing Agreement signed by You and Meritable, these Terms of Service form an integral part of the Agreement.
41.2 The Procurement Outsourcing Services provided by Meritable will be executed in accordance with the content of the Procurement Outsourcing Agreement.