1.2 Customer: the legal entity to whom Medendo BV has made a proposal or the party that has registered with Medendo BV to enter into an agreement, or with whom Medendo BV has entered into an agreement.
1.3 Services: refers to software applications including associated documentation from Medendo BV and related services.
1.4 Confidential Information: all written, oral, or otherwise directly or indirectly received information from Medendo BV that is designated as confidential in any way or of which the Customer knows or should reasonably understand that the information is confidential.
2.1 These terms and conditions apply to all offers and agreements under which Medendo BV provides Services, of whatever nature and under whatever name, to the Customer. If the terms and conditions are conflicting or incompatible in any part with the provisions of the agreement concluded between the Customer and Medendo BV, the provisions of the agreement shall prevail.
2.2 Medendo BV is entitled to unilaterally adjust these terms and conditions. The Customer has the right to terminate the agreement within 4 weeks after becoming aware of these changes if they do not agree with the changes made to these terms and conditions.
2.3 The applicability of the Customer’s purchasing or other (delivery) conditions is expressly rejected.
2.4 If any provision of these terms and conditions is void or annulled, the remaining provisions of these terms and conditions shall remain in full force and effect. In that case, Medendo BV and the Customer will enter into consultations with the aim of agreeing on a replacement provision, whereby the purpose and intent of the void or annulled provision will be maintained as much as possible.
3.1 The Customer receives a right of use for the Services. This is a non-exclusive, non-sublicensable, and non-transferable right to use these Services for their own use and exclusively within their own organization in accordance with the associated documentation, the agreement, and these terms and conditions. The Customer must ensure that employees of the Customer who use the Services are aware of the agreement and these terms and conditions and comply with the provisions.
3.2 The Customer is not permitted to sell, sub-license, grant limited rights to, or in any way or for any purpose make the Services available to a third party or provide a third party with remote access to the Services, even if the third party in question uses the Services exclusively for the benefit of the Customer.
3.3 The Customer is not permitted to make the Services, associated documentation, manuals, and project information available to third parties, unless Medendo BV has given express written permission for this. In that case, the Customer shall impose its obligations under the agreement and these terms and conditions on the third parties engaged by it.
4.1 The copyright on the material made available by Medendo BV, including but not limited to Services, associated documentation, manuals, and project information, rests with Medendo BV.
4.2 The Customer is not permitted to reproduce, disclose, or copy the material mentioned under Article 4.1, unless Medendo BV gives express permission for this.
4.3 If the Customer acts in violation of the provisions of this article, the Customer shall owe a fine of €5,000, without prejudice to Medendo BV’s right to claim full compensation for damages.
5.1 All intellectual property rights to the Services, associated documentation, manuals, and project information of Medendo BV, which have been made available to the Customer under the agreement, belong to Medendo BV, its licensors, or suppliers. The Customer only obtains the usage rights granted by the agreement and these terms and conditions.
5.2 The Customer is expressly prohibited from reproducing, disclosing, or exploiting the Services, associated documentation, manuals, and project information of which Medendo BV owns the intellectual property and for which the Customer has acquired usage rights.
6.1 The Customer will use Confidential Information only to the extent necessary for the execution of the agreement. No Confidential Information may be shared with third parties without the written consent of Medendo BV. The Customer shall take all necessary measures to ensure the confidentiality of Confidential Information.
6.2 The Customer must ensure that employees of the Customer and any third parties engaged are bound by the same written confidentiality obligation.
6.3 At the first request of Medendo BV, the Customer shall return or destroy all received Confidential Information, unless a legal provision prevents this.
7.1 Medendo BV will make every effort to perform the services with care, where applicable in accordance with the agreements and procedures recorded in writing with the Customer. All Services and associated support for Services from Medendo BV are performed on the basis of a best-efforts obligation, unless and to the extent that Medendo BV has expressly promised a result in the written agreement and the result in question has been described with sufficient certainty.
7.2 The Customer shall report identified errors in the Services in detail. After receiving the report, Medendo BV will make every effort to correct the errors and/or make improvements in accordance with its usual procedures.
7.3 Medendo BV offers its Services and the associated service provision (including support, general information, technical and functional documentation) in the Dutch language.
8.1 Medendo BV performs maintenance on the Services specified in the agreement.
8.2 Medendo BV’s service provision also includes support to users of the Services, by telephone or e-mail. Medendo BV will process the questions within a reasonable period, according to Medendo BV’s usual procedures. Medendo BV does not guarantee the accuracy, completeness, or timeliness of responses or support provided. Support is provided on the working days agreed in the agreement during Medendo BV’s usual opening hours. Medendo BV reserves the right to change these.
9.1 The Customer shall not hinder other customers of Medendo BV’s Services and shall not cause damage to Medendo BV’s systems.
9.2 The Customer is not permitted to use the Services, associated documentation, manuals, and project information in violation of applicable legal provisions, the agreement, or the terms and conditions.
9.3 Medendo BV’s services commence upon the signing of the quote by the Customer. Medendo BV will send an invoice for this, which must be paid within the payment term.
10.1 The invoice for the license is sent immediately after the signing of the quote and before the start of the service provision and must be paid in full.
10.2 Upon activation of the license in the first half of the calendar month (1–15), the full monthly rate will be charged.
10.3 Upon activation in the second half of the calendar month (16–end of the month), only 50% of the monthly rate will be charged.
10.4 From the first day of the following calendar month, the regular full monthly rate will be invoiced, unless the license has been terminated earlier.
11.1 If the Customer wishes to make a change or addition to a Service purchased, Medendo BV will make a proposal.
11.2 The change or addition to the Service is recorded in writing between the Customer and Medendo BV in a supplementary agreement.
12.1 Medendo BV accepts no liability for indirect damage, including but not limited to loss of income, missed savings, reduced goodwill, business interruption damage, or consequential damage.
12.2 The total liability of Medendo BV due to an attributable shortcoming in the performance of the agreement or on any legal ground whatsoever is limited to the compensation of direct damage, and is limited per calendar year to the amount (excluding VAT) that Medendo BV has received from the Customer in the context of the concluded agreement.
12.3 The exclusions and limitations of Medendo BV’s liability do not apply in the event of intent or deliberate recklessness on the part of Medendo BV.
12.4 Medendo BV accepts no liability for any damage resulting from the (temporary) unavailability of the Service and/or for any inaccuracy or incompleteness in the Service.
12.5 The Customer indemnifies Medendo BV against all claims from third parties arising directly or indirectly from the use of the Services, documentation, and other information made available in the context of the agreement.
13.1 The Customer is not entitled to sell and/or transfer the rights and/or obligations (arising) from the agreement and terms and conditions to a third party without the express prior written consent of Medendo BV. The above prohibition is intended to have property law effect as referred to in Article 3:83 paragraph 2 of the Dutch Civil Code.
14.1 The agreements between Medendo BV and the Customer are governed by Dutch law.
14.2 All disputes arising from the agreement shall be submitted to the competent civil court of the District Court of Utrecht.
Last updated: August 12, 2025