Terms of Service

1. Definitions

EcoSaas / Supplier: Putiton-E Nederland B.V., Rotterdam, Chamber of Commerce no. 92959083.

Client: the organisation that enters into an agreement with Supplier for the configuration and use of its own ecosystem based on EcoSaas.

End users: members, customers, partners, employees or other persons given access to the ecosystem by or on behalf of Client.

Platform: the Laravel-based infrastructure developed by Supplier, including hosting, modules, administration environment and underlying source code.

2. Applicability

These terms apply exclusively to business-to-business relationships. Deviations are valid only if agreed in writing. Client's general terms are expressly rejected.

3. White-label licence

Supplier grants Client, for the term of the agreement, a non-exclusive, non-transferable right to use the Platform, presented under Client's name, domain and brand identity.

Client may not decompile, resell or sublicense the Platform unless expressly agreed under the partner model.

4. Intellectual property

All rights to the Platform, source code, modules and documentation remain with Supplier.

Brand names, logos, content and data of Client and its End users remain entirely the property of Client.

5. Prices and payment

Set-up/configuration is invoiced in advance or according to an agreed payment schedule. The annual platform and maintenance fee and any user tiers are invoiced annually in advance unless agreed otherwise.

Payment is due within 30 days of the invoice date. Supplier may index fees annually based on the CBS services price index.

All amounts exclude VAT.

6. Services, availability and maintenance

Supplier provides hosting, monitoring, backups, security updates and maintenance of the Platform and strives for high availability. Specific uptime guarantees and response times are set out in a Service Level Agreement (SLA).

Planned maintenance is announced in advance where possible and performed outside business hours.

7. Client obligations

Client is responsible for content within the ecosystem, management of accounts and roles, and lawful use by End users. Client indemnifies Supplier against third-party claims arising from such content or use.

8. Data protection

For personal data of End users, Supplier acts as processor and Client as controller. The parties conclude a data processing agreement in accordance with the GDPR.

9. Liability

Supplier's liability is limited to direct damage and capped in total at the fees paid by Client in the twelve months preceding the event causing the damage.

Liability for indirect damage, including consequential loss, lost profits and loss of data, is excluded, except in cases of intent or wilful recklessness.

10. Force majeure

Supplier is not obliged to perform if prevented by circumstances beyond its control, including third-party outages, internet or power failures, cyberattacks and government measures.

11. Confidentiality

The parties treat all confidential information of the other party as strictly confidential, also after termination. A separate non-disclosure agreement (NDA) can be concluded on request.

12. Term, termination and data exit

The agreement is entered into for the agreed initial term and then tacitly renewed for successive one-year periods, with a notice period of three months before the end of the current term.

After termination, Supplier makes Client's data available within a reasonable period in a common, machine-readable format. The data is then deleted.

13. Governing law and disputes

Dutch law applies to these terms and all agreements. Disputes are submitted to the competent court of the District Court of Rotterdam.