Terms and Conditions

Article 1. Definitions

HorseManager: Bo Hippique, trading under the name HorseManager. Client: the party that enters into an agreement with HorseManager. The Client acts in the exercise of a profession or business. Agreement: the agreement between HorseManager and Client regarding the use of the Service, including these general terms and conditions and the data processing agreement. Service: the online software of HorseManager for stable management and administration, including the associated modules, integrations and support. Client Data: all data that the Client or its Users enter, upload or supply via an integration into the Service. Users: the natural persons to whom the Client grants access to the Service. Module: a separately available component of the Service. Trial period: the period during which the Client may use the Service free of charge.

Article 2. Applicability

2.1 These general terms and conditions apply to all offers by and agreements with HorseManager.

2.2 The applicability of purchasing or other terms and conditions of the Client is expressly rejected.

2.3 Deviations from these terms and conditions are only valid if HorseManager has accepted them in writing.

2.4 In the event of conflict, the following order of precedence applies: first the data processing agreement insofar as it concerns the processing of personal data, then a written individual arrangement, then these general terms and conditions.

2.5 These terms and conditions apply exclusively to agreements with parties acting in the exercise of a profession or business. HorseManager does not contract with consumers.

Article 3. Formation

3.1 Offers by HorseManager are without obligation, unless they include an acceptance deadline.

3.2 The agreement is formed at the moment the Client subscribes via the website or the application, or at the moment HorseManager confirms an order from the Client in writing.

3.3 Obvious errors or typos in offers, price lists or on the website are not binding on HorseManager.

Article 4. Trial period

4.1 HorseManager may offer the Client a trial period of thirty days during which the Client can use the Service free of charge.

4.2 During the trial period the Service is provided as-is, without any warranty and without any support obligation.

4.3 Upon expiry of the trial period, access lapses by operation of law. The trial period does not automatically convert into a paid subscription.

4.4 Data that the Client has entered during the trial period will be retained by HorseManager for twelve months after the trial period ends, so that the Client can still start without having to set up again. After that, HorseManager will delete that data. The Client may request earlier deletion at any time.

4.5 HorseManager may terminate a trial account at any time without stating reasons.

Article 5. Right of use

5.1 HorseManager grants the Client, for the duration of the agreement, a non-exclusive, non-transferable right to use the Service within its own business operations.

5.2 The right of use extends to the modules that the Client subscribes to and to the scope for which the Client pays.

5.3 The Client may not make the Service available to third parties, resell it, rent it out or use it for the benefit of third parties, unless HorseManager has agreed to this in writing. Granting access to the Client's own contacts via the functionalities included in the Service for that purpose does not constitute use by third parties.

5.4 The Client may not decompile, reverse engineer, copy or create derivative works of the Service, except to the extent permitted by mandatory law.

5.5 The Client may not use the Service in a manner that damages its operation or security, or that impedes use by other clients.

5.6 If the Client breaches this article, HorseManager may suspend access with immediate effect, without prejudice to its other rights.

Article 6. Duration, renewal and termination

6.1 The Client may choose between a monthly subscription and an annual subscription. The chosen form is set out in the agreement.

6.2 An annual subscription is entered into for twelve months and then automatically renews for successive periods of twelve months, unless the Client gives notice no later than one month before the renewal date. In the event of mid-term termination, the Client remains liable for the fee for the current period.

6.3 A monthly subscription automatically renews for one month at a time, unless the Client gives notice before the end of the current month.

6.4 Notice may be given in writing or via the functionality available in the Service for that purpose.

6.5 HorseManager may terminate the agreement with three months' notice.

6.6 Either party may terminate the agreement with immediate effect if the other party is declared bankrupt, applies for a moratorium on payments or ceases its activities.

6.7 HorseManager may terminate the agreement with immediate effect if the Client fails to fulfil an obligation under the agreement and, after a written notice of default with a reasonable deadline, fails to remedy the breach. Where a breach cannot be remedied, a notice of default is not required.

6.8 Fees already paid will not be refunded upon termination, unless the termination results from an attributable failure on the part of HorseManager.

Article 7. Prices and payment

7.1 All prices are in euros, exclusive of VAT and other government levies.

7.2 Annual subscriptions are invoiced in advance per year. Monthly subscriptions are invoiced in advance per month.

7.3 Payment is made by direct debit or by invoice, as chosen by the Client and recorded upon entering into the agreement.

7.4 Where payment is made by direct debit, the Client grants HorseManager a mandate. The Client ensures sufficient funds in the designated account. A reversal does not release the Client from its payment obligation.

7.5 Where payment is made by invoice, a payment term of fourteen days after the invoice date applies.

7.6 If the Client does not pay on time, it is in default by operation of law without any notice of default being required. The Client then owes the statutory commercial interest rate and extrajudicial collection costs in accordance with the Dutch Act on Standardisation of Extrajudicial Collection Costs, with a minimum of forty euros.

7.7 HorseManager may suspend access to the Service if the Client, after a written reminder and a period of fourteen days, has still not paid. Suspension does not release the Client from its payment obligation.

7.8 The Client may not suspend or set off its payment obligation.

7.9 HorseManager may index prices once per calendar year by a maximum of five percent. HorseManager announces an indexation at least one month before the effective date. An indexation within this limit does not give the Client the right to terminate mid-term.

7.10 HorseManager may also change prices beyond the limit referred to in paragraph 7.9. Such a change is announced by HorseManager at least one month before the effective date and takes effect at the start of the next renewal period. If the Client does not agree, it may terminate the agreement with effect from the date on which the change takes effect.

7.11 Changes resulting from an increase in VAT or other government levies may be passed on by HorseManager without notice. These do not give rise to a right of termination.

7.12 If the Client expands its use during the term, for example by taking out a module or reaching a higher tier, the additional amount will be charged on a pro-rata basis for the remaining term.

Article 8. Availability and maintenance

8.1 HorseManager endeavours to keep the Service available, but does not guarantee uninterrupted availability. The Service is subject to a best-efforts obligation, not a results obligation. The Service is provided as-is and as available. HorseManager does not guarantee that the Service will at all times be free of errors, defects or interruptions.

8.2 HorseManager may temporarily take the Service offline for maintenance, modifications or improvements. HorseManager carries out planned maintenance as much as possible outside office hours and announces it in advance if it is expected to cause a significant interruption.

8.3 In the case of urgent maintenance or a security risk, HorseManager may interrupt the Service without notice.

8.4 HorseManager may modify the Service and its functionality. If a modification materially reduces the functionality subscribed to by the Client, HorseManager will give at least thirty days' notice and the Client may terminate the agreement with effect from the date the modification takes effect.

8.5 Support is provided during office hours via the designated channels. HorseManager aims to respond promptly but does not commit to a response or resolution time.

Article 9. Client obligations

9.1 The Client is responsible for the accuracy, completeness and currency of the Client Data. HorseManager does not verify this.

9.2 The Client is responsible for managing its Users and the roles and permissions it assigns to them.

9.3 The Client ensures careful use of login credentials. The Client notifies HorseManager immediately of any misuse or suspicion thereof. Actions carried out via the Client's account are at the Client's expense.

9.4 The Client is responsible for its own internet connection, equipment and software.

9.5 The Client does not use the Service in violation of the law or the rights of third parties.

9.6 The Service is a tool for the Client's business operations. The Client remains solely responsible for its business operations and for decisions it takes on the basis of the Service, including decisions concerning the care and health of horses. The Service does not replace a veterinarian, an accountant or a legal adviser.

9.7 The Client periodically exports its own data using the functionality available in the Service for that purpose.

Article 10. Third-party integrations

10.1 The Service provides integrations with third-party systems, including accounting packages, the Client's website and the Netherlands Enterprise Agency (RVO).

10.2 The Client enters into its own agreement with the provider of the integrated system and is solely responsible for that relationship. HorseManager is not a party to that agreement.

10.3 HorseManager has no influence over the operation, availability or modifications of third-party systems. HorseManager is not liable for the failure, untimely or incorrect functioning of an integration as a result of a cause on the part of that third party, including a change to or disruption of an interface.

10.4 If a third party modifies its system or interface in such a way that the integration can no longer be maintained, HorseManager may terminate that integration. HorseManager will inform the Client as soon as reasonably possible. This does not constitute a breach and does not give rise to any right to reimbursement or compensation.

Article 11. RVO integration

11.1 The Service enables the Client to submit notifications to the Netherlands Enterprise Agency (RVO). The Client authorises HorseManager to do so via the procedure prescribed by RVO.

11.2 The statutory obligation to register and notify rests with the Client and does not transfer to HorseManager by using the integration. The Client remains solely responsible for this at all times.

11.3 The Client is responsible for the accuracy, completeness and timeliness of the data it enters for a notification.

11.4 The Client remains obliged to verify independently whether a notification has actually been processed by RVO in a timely manner. The Client can check the status of notifications via the functionality available in the Service for that purpose and via its own RVO account.

11.5 HorseManager endeavours to keep the integration working, but does not guarantee that notifications will at all times be sent or processed by RVO on time or correctly.

11.6 HorseManager is not liable for fines, sanctions, reductions, missed subsidies or other consequences of a notification that was not made, was made late or was made incorrectly, regardless of the cause. This exclusion does not apply in the event of intent or wilful recklessness on the part of HorseManager.

Article 12. Sharing and transferring data

12.1 The Service enables the Client to make data about a horse publicly accessible via a shareable link, or to transfer it to another user of the Service.

12.2 The Client decides independently whether to use these features and is responsible for the lawfulness of doing so, including the legal basis for sharing data that can be traced back to a person.

12.3 The Client is aware that a shareable link can be accessed by anyone who has it, and that shared information may be copied or stored by third parties.

12.4 HorseManager is not liable for the consequences of the Client sharing or transferring data.

Article 13. Intellectual property

13.1 All intellectual property rights in the Service, the underlying software, documentation, design and brands are vested in HorseManager or its licensors. The Client acquires only the right of use set out in Article 5.

13.2 The Client Data remains vested in the Client. HorseManager acquires only such rights in it as are necessary to provide the Service. To the extent that the Client Data contains personal data, this paragraph is without prejudice to the data processing agreement, which records that the Client is the controller and HorseManager is the processor.

13.3 HorseManager may use Client Data in anonymised and aggregated form for improving the Service and for statistical purposes. Such data is not traceable to the Client or to any person and is not published as such.

13.4 If the Client makes a suggestion or improvement proposal, HorseManager may use it freely without owing any compensation.

13.5 HorseManager indemnifies the Client against claims by third parties that the Service infringes an intellectual property right, provided that the Client notifies HorseManager immediately and leaves the handling entirely to HorseManager. The indemnity lapses if the claim is connected with a modification by the Client or with use contrary to the agreement. This indemnity is limited to the amount set out in Article 14.

Article 14. Liability

14.1 The total liability of HorseManager for an attributable failure or on any other ground is limited per event — a series of related events being treated as a single event — to the amount the Client has actually paid to HorseManager, exclusive of VAT, in the twelve months preceding the event causing the damage.

14.2 HorseManager is not liable for indirect damage, which includes in any event: loss of profit, loss of revenue, missed savings, reduced goodwill, reputational damage, damage due to business interruption, damage due to loss or corruption of data, fines and sanctions imposed by third parties or government authorities, and damage resulting from claims by the Client's customers or contacts.

14.3 HorseManager is not liable for damage resulting from: incorrect or incomplete input by the Client or its Users, use contrary to the agreement, acts or omissions of third parties including providers of integrated systems, or the Client's failure to comply with Article 9.

14.4 Liability arises only if the Client places HorseManager in default promptly and in writing, with a reasonable period to remedy the breach, and HorseManager still fails to perform after that period. The notice of default describes the breach as completely and in as much detail as possible.

14.5 Any claim lapses in any event twelve months after the Client became aware or could reasonably have become aware of the damage.

14.6 The limitations in this article do not apply in the event of intent or wilful recklessness on the part of HorseManager or its management, and not to the extent that mandatory law precludes this.

14.7 The Client indemnifies HorseManager against claims by third parties arising from the use of the Service by the Client or from the Client Data.

Article 15. Force majeure

15.1 Neither party is obliged to perform if it is prevented from doing so by force majeure.

15.2 Force majeure includes in any event: disruptions to the internet, data networks or telecommunications, power outages, failures or shortcomings of suppliers including hosting parties and payment service providers, cyberattacks including DDoS attacks and ransomware, government measures, and the unavailability of third-party systems with which the Service integrates.

15.3 If the force majeure lasts longer than sixty days, either party may terminate the agreement in writing without any obligation to pay compensation arising as a result.

Article 16. Security and privacy

16.1 HorseManager takes appropriate technical and organisational measures to secure the Service and the data stored in it. No measure offers complete certainty.

16.2 To the extent that HorseManager processes personal data on behalf of the Client in the performance of the agreement, it does so as a processor. The arrangements for this are set out in the data processing agreement, which forms an integral part of the agreement.

16.3 The processing of personal data for which HorseManager is itself the controller is governed by HorseManager's privacy policy.

Article 17. Termination and data export

17.1 The Client may export its data during the term of the agreement using the functionality available in the Service for that purpose.

17.2 After termination, the Client's environment will be retained for twelve months so that the Client can still retrieve its data and so that reactivation is possible without having to set up again. After that, HorseManager will permanently delete the data. The Client may request earlier deletion at any time.

17.3 On request and at a market-rate fee, HorseManager can assist the Client with the transition to another system.

17.4 HorseManager retains invoices and records for seven years on the basis of the tax retention obligation.

Article 18. Amendment of the terms and conditions

18.1 HorseManager may amend these general terms and conditions. HorseManager announces an amendment at least thirty days before the effective date.

18.2 If an amendment is to the Client's detriment and is not of minor significance, the Client may terminate the agreement with effect from the effective date of the amendment.

18.3 Amendments resulting from changes in legislation or a decision by a supervisory authority take effect on the date required by that legislation or decision, without a right of termination.

Article 19. Miscellaneous provisions

19.1 The Client may not transfer its rights and obligations under the agreement without HorseManager's written consent. Such consent will not be withheld on unreasonable grounds.

19.2 HorseManager may transfer its rights and obligations in connection with an acquisition, merger or transfer of its business. HorseManager will inform the Client of this.

19.3 HorseManager may refer to the Client by name and logo as a reference on its website and in its communications. The Client may object to this in writing, after which HorseManager will remove the reference.

19.4 If a provision of these terms and conditions is null and void or voidable, the remaining provisions remain in force. The parties will replace the relevant provision with a valid provision that comes as close as possible to the purpose of the original.

19.5 Provisions that by their nature are intended to survive the end of the agreement remain in force. These include in any event Articles 13, 14, 17 and 19.

19.6 Notices given under these terms and conditions are deemed to have been given in writing if sent by email to the address known to the other party.

Article 20. Governing law and disputes

20.1 The agreement is governed exclusively by Dutch law. The Vienna Convention on the International Sale of Goods does not apply.

20.2 Disputes will be submitted exclusively to the District Court of Oost-Brabant, unless mandatory law designates another court.

20.3 The parties will not resort to the courts until they have made efforts to resolve the dispute by mutual agreement.

20.4 These general terms and conditions are also available in Dutch. In the event of a discrepancy between the Dutch and English text, the Dutch text prevails.