the deal, without the fine print.

these are our terms and conditions (algemene voorwaarden), governed by Dutch law and written to be read. there is no clause 47 — but there is a clause 12, and it is about liability.

1. who we are and who these terms bind

These terms apply to every offer, agreement and delivery by Rezultaro B.V., established in Hilversum, Kerklaan 4, 1211 PP Hilversum ("Rezultaro", "we"), and the customer ("you"). Rezultaro is offered to businesses and professional organisations only; it is not a consumer service, and the customer confirms on signing up that it acts in the course of a profession or business.

Your own purchasing or general terms are expressly rejected and do not apply, also within the meaning of art. 6:225(3) of the Dutch Civil Code. Deviations from these terms bind us only when we have accepted them in writing.

2. what the service is

Rezultaro is software as a service: you point it at media coverage, it archives that coverage, calculates reporting metrics, and turns the result into reports you can share. We provide access to the software over the internet; we do not deliver a copy of it, and nothing in these terms transfers ownership of the software.

The functionality is what the service actually offers at the time of use. We keep developing it, and may change or retire individual features. Where a change materially reduces functionality you rely on, we announce it at least 30 days in advance and you may terminate as of the date it takes effect.

3. accounts, teams and trials

• An account is created by registering; the person registering claims a team name and becomes that team's administrator, who may invite and remove colleagues.
• You are responsible for everything that happens under the logins in your team, for the confidentiality of those credentials, and for removing members who leave. Tell us promptly at help@rezultaro.com if you suspect misuse.
• Every plan starts with a 14-day trial. If you do not continue, the account simply stops at the end of it; nothing is charged.
• One organisation per account. Reselling access to your own clients as part of your services is fine. Reselling Rezultaro itself, or offering it under your own name, requires the white-label plan and our written agreement.

4. how the agreement runs and how it ends

Subscriptions run per month and renew automatically for the same period unless cancelled. You can cancel at any time from the settings screen, effective at the end of the current billing period; no notice period, no phone call, no written letter. Amounts already paid for the running period are not refunded.

We may terminate the agreement with 30 days' notice, and will provide a full export of your data before it ends. We may suspend or terminate immediately, without notice, if you seriously breach these terms, use the service unlawfully, or fail to pay after the reminder described in section 6 — and in the case of suspension we restore access as soon as the cause is resolved.

5. availability and support

We aim for 99.9% monthly availability, measured outside announced maintenance. Maintenance is scheduled outside Dutch office hours where we reasonably can. On the agency and studio plans, if availability falls materially below that target in a calendar month, we credit the affected month's fee without you having to ask. Support runs on Dutch working days between 09:00 and 18:00 CET, by email, and is answered by the people who build the product.

Availability targets are obligations of best effort (inspanningsverplichting), not of result: the service depends on the internet and on third parties, and it cannot be free of every interruption.

6. prices, invoicing and payment

• Prices are in euros and exclusive of VAT and other government levies, unless stated otherwise.
• Subscription fees are invoiced in advance per billing period and are payable within 14 days of the invoice date.
• If you do not pay on time, you are in default without any further notice of default being required. Statutory commercial interest under art. 6:119a of the Dutch Civil Code then accrues, and reasonable extrajudicial collection costs are for your account. We send a reminder with a 14-day grace period before suspending access.
• We may adjust prices once per calendar year in line with the CBS consumer price index (CPI, series "alle huishoudens"), and otherwise with at least 60 days' notice, in which case you may terminate as of the date the new price takes effect.

7. how you may use it

"Unlimited" on the paid plans means unlimited within reason: the workload of a human communications team, not an automated harvesting operation. If automated traffic from your account threatens the service for others, we contact you before we throttle anything, except where the load is causing immediate harm.

You may not use Rezultaro to break the law, to infringe someone's rights, to store material you have no right to store, to attempt to breach our security, or to reverse engineer the software except to the extent art. 45m of the Dutch Copyright Act permits.

8. your content, and copyright in coverage

Everything you put into Rezultaro remains yours. You grant us the non-exclusive licence needed to host, process, display and back up that material in order to provide the service — nothing more, and it ends when the material is deleted.

Media coverage is normally protected by copyright and neighbouring rights. Archiving it for your own internal use and for reporting to the client the work was done for is what the product is built for; the customer remains responsible for having the rights it needs, in particular for any further distribution, for press-review use under art. 15 of the Dutch Copyright Act, and for any licences required from publishers or collecting societies. We remove material promptly on a substantiated notice from a rightsholder.

The software, the design, the publication database and the metric definitions are ours or our licensors'. Feedback you send us we may use freely to improve the product.

9. personal data

Where we process personal data on your instructions, we do so as processor within the meaning of art. 28 GDPR. Our data processing agreement forms part of this agreement; it is available at privacy@rezultaro.com. How we handle data as controller is set out in our privacy statement. Each party will comply with the GDPR and the Dutch UAVG in performing this agreement.

10. confidentiality

Each party keeps confidential the non-public information it receives from the other, uses it only for this agreement, and protects it at least as carefully as its own confidential information. This survives the agreement by three years, and does not apply to information a party must disclose by law or court order.

11. complaints and defects

If something is wrong, tell us within a reasonable period after discovering it and in any event within two months, as art. 6:89 of the Dutch Civil Code requires; describe the problem so we can reproduce it. We will repair defects that fall within the agreed functionality within a reasonable period, free of charge.

12. liability

• Our total liability per calendar year is limited to the fees you paid us in the 12 months preceding the event causing the damage, and in any case to the amount our liability insurer pays out in the matter.
• We are not liable for indirect damage, including lost profit, lost savings, reputational damage, lost or corrupted data beyond what our backups can restore, or claims from your own clients.
• Liability arises only after you have declared us in default in writing, with a reasonable period to perform, and we have failed to do so — unless performance is permanently impossible.
• These limitations do not apply where the damage results from our intent or deliberate recklessness (opzet of bewuste roekeloosheid), nor where the law otherwise prohibits limitation.
• Rezultaro is a reporting tool. The metrics it produces are documented estimates based on the inputs available, not audited figures, and decisions you take on them are yours.

13. force majeure

Neither party is liable for a failure caused by force majeure within the meaning of art. 6:75 of the Dutch Civil Code, which here includes the failure of hosting providers, network operators and other suppliers, cyber attacks, and government measures. If force majeure lasts longer than 60 days, either party may terminate the agreement in writing without owing compensation.

14. changes to these terms

We may change these terms. We announce a change at least 30 days before it takes effect, in the app or by email. If the change is to your material disadvantage, you may terminate the agreement as of the date it takes effect, and no further fee is due for the period after that date.

15. governing law and disputes

Dutch law governs this agreement. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) does not apply. Disputes we cannot resolve between us are submitted to the competent court of the Rechtbank Midden-Nederland, sitting in Utrecht, without prejudice to either party's right to seek interim relief. If a provision of these terms is void or annulled, the remainder stays in force and the parties replace the provision with one that approximates its purpose as closely as possible.

16. questions

legal@rezultaro.com — a person answers.