General terms and conditions.
Article 1 Definitions
In these General Terms and Conditions, the terms used in these general Terms and Conditions are defined as follows:
1.1 MagicInfo Services: trade mark of ScreenCom B.V. and user of these general Terms and Conditions. Established at the Hoogveen 3-5 in Stadskanaal and registered at the Chamber of Commerce under number 57726159.
1.2 Customer: the counterparty of MagicInfo Services, who closed an agreement with MagicInfo Services, uses the services or the software of MagicInfo.
1.3 Services: all services that MagicInfo Services offers to her customers such as: creating content, (player) hardware and software support.
1.4 Agreement: the agreement for the use of the services or software.
1.5 Software: the digital signage content management software (MagicInfo) developed by Samsung.
1.6 Cloudservice: the software MagicInfo developed by Samsung brought as a SaaS product
1.7 License: a life time license of the software MagicInfo Lite, Premium S, Premium I and/or Videowall S.
1.8 Customer Equipment: the hardware and software which customer is required to have in use and enable the service and the software to be provided in accordance with this agreement.
1.9 Reseller: a person or company who sells the products and license of MagicInfo Services to a customer.
1.10 CMS: the content management system where the customer can manage its content
1.11 License conditions: the conditions that apply to all software developed by MagicInfo Services and in which customers get a right to use the software of MagicInfo.
1.12 Terms and Conditions: these General Terms and Conditions.
1.13 Website: the websites of MagicInfo Services, www.magicinfoservices.com
Article 2 Applicability of the Terms and Conditions
2.1 These Terms and Conditions are applicable to all agreements, services and software developed by MagicInfo Services.
2.2 These Terms and Conditions also apply to contracts concluded through a reseller.
2.3 The applicability of any Terms and Conditions of the customer or other third party is expressly rejected.
2.4 These Terms and Conditions also apply to all agreements with the customer and MagicInfo Services that are executed with the assistance of third – parties.
2.5 The acceptance by a customer without comment and retain a quotation or agreement to which reference is made to these Terms and Conditions shall constitute approval of the application of these Terms and Conditions.
2.6 By clicking the ‘I accept’ checkbox or buy button on the website, the customer agrees to the following Terms and Conditions which constitute a legally enforceable written end user agreement.
2.7 If a customer agrees to the terms of conditions on behalf of a legal entity, he represent then MagicInfo Services assumes that the customer has the complete authority to enter into the agreement on behalf of the entity.
2.8 If a customer agrees to the Terms and Conditions, he declares that he is over the age of 18 years.
2.9 If one or more of the provisions of these general Terms and Conditions or of the accompanying agreement are invalid or set aside, the remaining provisions of these Terms and Conditions and the agreement shall remain applicable in full. MagicInfo Services and the customer will in that case enter into consultation with a view to making an agreement on the substitution of the invalid provisions with new ones that approach as closely as possible the purpose and the context of the original provisions.
2.10 Situations that are not provided in these Terms and Conditions should be assessed ‘in the spirit of’ these Terms and Conditions.
2.11 Ambiguities regarding the interpretation or content of one or more provisions of these conditions should be interpreted ‘in the spirit of’ these Terms and Conditions.
2.12 If MagicInfo Services does not require strict compliance with these Terms and Conditions, this does not mean that these Terms and Conditions do not apply, or that MagicInfo Services loses the right to demand strict compliance with these Terms and Conditions in other cases.
2.13 MagicInfo Services is entitled to change these Terms and Conditions. Minor changes may be made at any time.
2.14 Changes required in connection with the rules, policies, terms and / or third parties, can be made at any time. Such modifications are necessary in order to deliver the best possible services.
2.15 Deviations from these conditions are only binding if and insofar as they are confirmed in writing by MagicInfo Services.
Article 3 Quotations
3.1 Sent quotations in any form whatever are entirely free of obligation unless otherwise stated in writing.
3.2 The quotation is valid until 30 days after its date, unless MagicInfo Services indicates otherwise.
3.3 If a quotation does not constitute acceptance within the period that is prescribed, a customer cannot derive any rights.
3.4 If a customer accepts a quote, MagicInfo Services has the right to withdraw the offer within 5 working days after acceptance. If the acceptance differs tot the offer set out in the quotation, MagicInfo Services is not bound to those differing points. In the absence of statement to the contrary by MagicInfo Services, the agreement will in that case not be formed without those different points.
3.5 All quotations are based on the information provided by the Customer. The customer warrants that he in good faith will provide all relevant information. If the information is incorrect or incomplete MagicInfo Services has the right to change the quotation.
3.6 MagicInfo Services cannot be held to its offer if the customer can reasonably understand that the quotation or a part thereof, contains an obvious mistake.
3.7 Given terms in a quotation are indicative. If MagicInfo Services exceeds a given term, the customer has no right to terminate the agreement nor has any right for compensation, unless the parties have expressly agreed otherwise in writing.
3.8 Quotations are not automatically applicable to future orders.
3.9 All quotations, invoices and fees are excluding VAT and additional costs.
Article 4 Closing of agreements
4.1 By register via the website of MagicInfo Services, entering an agreement with MagicInfo Services and /or using the software or services of MagicInfo Services the customer agrees to the following Terms and Conditions.
4.2 An agreement between MagicInfo Services and a customer is established at the time the customer signs the offer, order confirmation or agreement and MagicInfo Services accepted the signed proposal, order confirmation or agreement.
4.3 An agreement is also established when the customer fills out the (free trial) form on the website of MagicInfo Services and MagicInfo Services has received full payment.
4.4 Also, there is an agreement if MagicInfo Services on request by the customer starts with the execution of the agreement or the customer starts using the software.
4.5 Only written agreements or commitments apply. Parties can’t give any rights to verbal or telephone appointments and commitments.
4.6 If an agreement is established by telephone the agreement is only established after it is confirmed in writing by MagicInfo Services.
4.7 MagicInfo Services is entitled, without giving any reasons, to refuse an agreement.
4.8 All data, information, materials and documents are part of the agreement, unless the parties have agreed otherwise in writing.
4.9 If MagicInfo Services requires a deposit the customer has to pay the agreed deposit. MagicInfo Services has the right to suspend the conclusion of the agreement until the customer has paid the deposit.
Article 5 Duration of the agreement
5.1 To use the software, the customer has to close an agreement for at least a period of 1 year, 3 or 5 year. The agreement will renew automatically for the same period, unless otherwise agreed.
5.2 The period referred in paragraph 1 shall begin on the day that MagicInfo Services has confirmed the registration of the customer and the customer has received the login data.
5.3 After the in paragraph 1 noticed agreement period, the customer can end the agreement in writing and / or by e- mail with a notice period of 1 month.
5.4 The customer must be aware that, unless he terminates the agreement for the use of the software in accordance with this article, the agreement will automatically renew on the anniversary date of the contract for a successive contract term and he will be responsible for a further 1 year. Prices whichever is applicable.
5.5 If the customer terminates the agreement any time after the anniversary date of the agreement the customer will still be required to pay the fees for the remaining period of the then current term of the agreement.
5.6 If the customer prematurely terminates the agreement, there will be no refund from already paid fees.
Article 6 Termination
6.1 If the customer does not fulfil his obligations from the agreement, the license terms and / or these Terms and Conditions MagicInfo Services has the right to terminate the agreement in whole or in part, without any liabilities.
6.2 If MagicInfo Services terminates the agreement because a customer fails to meet his obligations, then MagicInfo Services has the possibility to ceases the services or block the access to the software. MagicInfo Services will charge the remaining agreement period.
6.3 MagicInfo Services can terminate the agreement or block the access to the software immediately if:
- The customer fails to meet his contractual obligations in part or in full;
- After entering into the agreement, MagicInfo Services becomes aware of circumstances that give MagicInfo Services good grounds for presuming that the customer will only meet his obligations in part or not adequately. The suspension shall only be permitted if justified by the shortcoming;
- The customer does not in time or has fully paid the agreed deposit;
- The customer undertaking ceases;
6.4 If the agreement dissolved, the claims of MagicInfo Services on the customer shall become immediately due and payable.
6.5 If MagicInfo Services suspends compliance with his obligations, he retains his claims by law and under the agreement.
6.6 In case of liquidation, suspensions of payments or bankruptcy of the customer, debt or other circumstances that customer does not freely dispose of his assets, MagicInfo Services has the right to cancel the agreement without being liable for damages. Also MagicInfo Services will not repay already paid fees to the customer.
Article 7 Execution of agreements
7.1 All services and agreements MagicInfo Services will execute to the best of his knowledge and ability and in accordance with high standards and with the expertise the customer can reasonably expect of MagicInfo Services. MagicInfo Services does not guarantee that any intended result will be achieved. MagicInfo Services cannot guarantee that they continually achieve the desired result agreed with its software or services.
7.2 All delivery times listed are never deadlines. If the delivery time is exceeded the customer must therefore issue MagicInfo Services with written notice of default.
7.3 Given the nature of the services and for the proper performance of its agreements, MagicInfo Services has the right to have third parties perform the services in whole or in part.
7.4 MagicInfo Services is subject and bound by rules, guidelines, policies and technology of third parties. All activities are performed in accordance with the rules and guidelines of these third parties. Having regard to the provisions of this clause, MagicInfo Services has the right to change or to adjust her work without this giving the customer the right to dissolve the agreement or without this giving right to any compensation.
7.5 If the information required for the execution of het agreement or connection request is not issued to MagicInfo Services on time or in full, MagicInfo Services reserves the right to suspend execution of the agreement / connection request and / or to charge the customer with extra costs incurred as a result of the delay at the current market rates.
7.6 MagicInfo Services cannot vouch for the use of the results of the agreement by the customer or third parties.
Article 8 Amendments to the agreement
8.1 If during the execution of the agreement it becomes apparent that it is necessary to make amendments or additions to the agreement, the parties shall enter into consultation in good time and amend the contract accordingly.
8.2 Amendments or additions in the agreement are only possible with the express and written consent of MagicInfo Services.
8.3 Without being in default thus MagicInfo Services may deny a request to amend or supplement to the agreement. MagicInfo Services then is entitled to payment for the services done on the original agreement.
8.4 If it is necessary for the agreement MagicInfo Services is entitled to amend the agreement.
8.5 If after the conclusion of the agreement, it cannot be fulfilled due to circumstances which were not known at the conclusion of the agreement, MagicInfo Services has the right to demand that the content of the agreement is amended so that implementation of the remains of the agreement is possible.
8.6 If the amendment or supplement to the agreement is the result of a circumstance that can be attributed to MagicInfo Services, MagicInfo Services will not charge customer for this.
Article 9 Service and software fees
9.1 The service and software fees will be communicated by MagicInfo Services to the customer and the customer undertakes to pay to MagicInfo Services the fees. If such fees are not paid in accordance with the provisions hereof and any additional terms of payment communicated to the customer by MagicInfo Services, all further access to the software will be blocked without any notice.
Article 10 Payment
10.1 The payment of invoices must be made through digital payment processor, automatic collection or by bank transfer.
10.2 Invoices and deposits have to be paid within 30 days after the invoice date, respectively after closing the agreement and/or acceptance of quotation.
10.3 If the agreement does not cover the purchase of the software but other services or products, such as: hardware, installation and/or training the price shall be payable as follows:
- 50% of the contractual price upon acceptance of quotation;
- The other 50% within 30 days after delivery resp. Final acceptance
- 4 Payment of the use of the software will be due on the basis of the selected agreement period:
- If the customer has purchase the software monthly, he will be required to pay the fee in advance of the use of the software monthly;
- If the customer has purchase the software annually (1 year) he will be required to pay annually in advance.
- If the customer has purchase the software for 3 years, he will be required to pay in advance for 3 years.
- If the customer has purchase the software for 5 years, he will be required to pay in advance for 5 years.
10.5 The fee of the use of the software will be charged automatically on the anniversary date of the agreement term unless the customer have cancelled the agreement in accordance with cancellations procedure set out in article 5. Payment of the fee will be invoiced 14 days prior to the anniversary date of the agreement term.
10.6 MagicInfo Services sends her invoices digitally.
10.7 For payment through third parties the conditions and terms of third parties apply. MagicInfo Services is no party in the relationship between the customer and the third party.
10.8 Any objections to the amount of the invoice amount do not suspend the customer of payment.
10.9 If the customer does not pay on time, the customer shall be responsible for the payment of interest of 2% per month. The interest over the payable amount shall be calculated from the time at which the customer was held in default until the time of full and final settlement.
10.10 All costs reasonably incurred, arising as a result of extrajudicial collection of the claim shall be borne by the customer.
10.11 The extrajudicial costs are 15% of the invoice amount. If MagicInfo Services has incurred higher costs, which were necessary, these will also be borne by the customer, as well as judicial and execution costs.
10.12 The customer is also due interest on the collection costs.
10.13 MagicInfo Services reserves the right to have payments made by the customer extend first to all interest and costs and in the second place to the longest outstanding invoices at MagicInfo Services.
10.14 In the event of the customer being liquidated, declared bankrupt or granted suspension of payment, the claims of MagicInfo Services on the customer shall become immediately due and payable.
10.15 In case of a jointly commissioned agreement, the customers are jointly and individually liable for payment of the invoice amount.
10.16 If there is a delinquent on due payment, MagicInfo Services will ceases her work till the moment the customer has paid the full outstanding amounts including the interest and extrajudicial costs.
Article 11 Warranties and indemnities
11.1 MagicInfo Services warrants to and undertakes with customer that:
11.2 MagicInfo Services will use its reasonable efforts to provide the software and to exercise reasonable care and skill and in accordance with the terms of the agreement;
11.3 MagicInfo Services has the right and authority to provide the software to the customer in accordance with the terms of this Agreement.
11.4 Except for the express warranties set forth in this article, the software is provided on an ‘as is’ basis. The customer uses the software at its own risk.
Article 12 Hardware
12.1 All hardware products purchased from ScreenCom are subject to our terms and conditions (Dutch law) with a hardware warranty of 12 months, unless otherwise stated and from another supplier. Then the conditions of the other supplier will apply. Within 12 months, the buyer is entitled to obtain free repair or replacement of products that show a lack of conformity within 12 months from delivery, provided that the legal action is initiated within 6 months after the discovery of the defect. If a defect or malfunction is noticed, the buyer will first contact ScreenCom. We then test remotely whether the problems can be solved. If this is not the case, the product will be sent to ScreenCom’s head office at the buyer’s expense. ScreenCom will then investigate, repair and then send the repaired or replacement product free of charge within 15 working days. If the product is damaged or broken by the buyer willfully or due to ignorance, these costs will be charged.
Article 13 Customer obligations and warranties
13.1 The customer shall provide MagicInfo Services in full and on time with all data, materials and information, in the form and manner that MagicInfo Services indicates necessary for the performance of the agreement or which the customer could reasonably expect to be required both on commencement and during the execution of het agreement.
13.2 The customer is responsible for the correctness, completeness and reliability of the information and / or materials the customer provides to MagicInfo Services.
13.3 The customer shall ensure that the provided information, materials or information are free of copyright or other proprietary rights. MagicInfo Services is never liable for materials that are not free of copyright.
13.4 The customer will use the service and / or software only for lawful purposes and in accordance with the agreement and/or software.
13.5 MagicInfo Services has the right to suspend immediately any related services or software if deemed reasonably necessary by MagicInfo Services to protect the proper interests of MagicInfo Services or its other customers. If practicable and depending on the nature of the breach, MagicInfo Services may (in its absolute discretion) give customer an opportunity to cure. In such case once Customer has cured the breach, MagicInfo Services will promptly restore the service(s) and/or software.
13.6 All data or content created or stored by the customer within the software and servers are property of the customer.
13.7 The customer is responsible for backing up his data.
13.8 It is the account owner’s responsibility to keep his password(s) confidential, and to change the password on a regular basis
13.9 Customer will receive a unique account by MagicInfo Services. The customer is responsible for its use of the software or services and for all use of its account by each user using the account to access the software.
13.10 MagicInfo Services is not responsible for any data losses or security issues due to stolen passwords.
Article 14 Support and service terms
14.1 With all the software support online available. Included in the expert platform on www.magicinfoservices.com:
- Online help, with FAQ library and (video) tutorials
- 1st line support (by online support ticket) via the support desk, during business hours from 8:30 am to 17:30 PM (CET). The customer will be helped according to a specific action plan / checklist.
- E-mail notification about content scheduling or the status of the campaign.
- E- mail notification with regular updates and bug fixes.
14.2 If the customer has made a purchase through a reseller, then MagicInfo Services gives 2nd line support during business hours from 8:30 am to 17:30 pm (CET).
14.3 All support activities via the support desk will be charged to the customer as support hours unless support is needed because of a failure on part of MagicInfo Services.
14.4 The customer has the option to expand support with an support contract with service level agreement or buy service tickets online.
Article 15 Limitation of liability
15.1 Any liability of MagicInfo Services is limited to what is provided in these Terms and Conditions.
15.2 MagicInfo Services is not liable for any damage of any kind incurred because it is based on incorrect and/or incomplete data provided by or on behalf of the customer.
15.3 The software, use and publication of opinions, reports and materials of MagicInfo Services are at risk for the customer.
15.4 MagicInfo Services is not liable for any loss or damage of whatsoever nature suffered by the customer arising of or in connection with any act, omission or error made by or on behalf of the customer or arising from any cause beyond MagicInfo Services control.
15.5 MagicInfo Services is not liable for losses caused by acts or omissions of third parties.
15.6 MagicInfo Services is not liable for changes in its operations, software or services if they need to change because of a change in the technology, policies or guidelines of third parties.
15.7 MagicInfo Services is only liable for direct losses. Direct damage is defined as:
- Reasonable costs made due to MagicInfo Services’s faulty performance to conform to the agreement, in so far as this can be attributed to MagicInfo Services;
- Reasonable costs incurred to determine the cause and extent of the damage (direct);
- Reasonable costs incurred to prevent or limit the damage, as far as customer shows that these costs have led to the limitation of direct damage.
15.8 MagicInfo Services is not liable for indirect losses, including:
- Lost profits;
- Missed savings;
- Consequential losses;
- Reputational losses;
- Disappointed expectations or results;
- Losses caused by business stagnation.
15.9 If MagicInfo Services is liable for failure, untimely or improper performance of the agreement his liability is limited to a maximum of one time the amount of the fee charged by MagicInfo Services to the customer for the performance of the work that has caused the loss, with a maximum of € 5.000, –
15.10 Any liability of MagicInfo Services expires after one year. Failing this will avoid any right to compensation.
15.11 MagicInfo Services is not liable in case of force majeure as defined in Article 16 of these Terms and Conditions.
15.12 The above is subject to exception in cases of intentional act or omission on par with gross negligence on the part of MagicInfo Services.
Article 16 Intellectual Property Rights and copyrights
16.1 All copyright and other intellectual property rights remains with MagicInfo Services. Without the prior permission MagicInfo Services it is the customer not allowed to publish or communicate any work or parts of it.
16.2 The customer declares that he does not infringe any copyright or intellectual property of MagicInfo Services or third parties. Customer indemnifies MagicInfo Services for all damages and claims arising from the use, duplication or reproduction of such work.
16.3 The designation of the intellectual property rights may not be change or remove by the customer.
16.4 All copyright and other intellectual, industrial and / or other property rights on the software or any copies that the customer makes of the software are owned by MagicInfo Services and / or her suppliers. MagicInfo Services permits the customer to use the software and the HTML templates (widgets) in accordance with this license. The customer does not copy the product manual(s), HTML templates (widgets) or materials that are associated with the software, except for his own use. The customer only becomes the owner of any existing material data carrier and he does not own the software.
Article 17 Force majeure
17.1 During the force majeure, MagicInfo Services can suspend her obligations. If the period of force majeure lasts for longer than two months, either party shall be entitled to dissolve the agreement without being obligated to pay any compensation for damages to the other party.
17.2 In these Terms and Conditions, force majeure is defined – in addition to that which is deemed as such by law and legal precedent – as all circumstances, foreseen or unforeseen, that are beyond the control of the user but which prevent the user from meeting his obligations. That includes strikes at MagicInfo Services, his suppliers and other third parties.
17.3 MagicInfo Services shall also be entitled to invoke force majeure if the circumstance preventing (further) compliance occurs after the user should have met her obligations.
17.4 If MagicInfo Services at the time the force majeure has already partially fulfilled her obligations, MagicInfo Services has the right to invoice the performed or executable part and the customer is obliged to pay this invoice as if it were a separate agreement, unless the executable part has no independent value.
Article 18 Complaints
18.1 Complaints about the performance of the agreement, services, software or invoice must be lodged in writing by the customer to MagicInfo Services within 5 days of the faults being established or the invoice date.
18.2 If the complaint period, referred to in paragraph 1 has expired, respectively the invoice data, all rights thereto expire.
18.3 A complaint does not suspend the customer’s (payment) obligation other than if and insofar as MagicInfo Services has informed the customer in writing that she regards the claim as being well founded.
18.4 If the customer complaint is well-founded, MagicInfo Services has the possibility to repay a proportion of the invoice, improve or re-execute the work, or re-implement all or part of the agreement or work.
Article 19 License conditions
19.1 All software from MagicInfo Services (including the free trial period) should be used according to these license conditions. The customer obtains a non-exclusive and non-transferable right to use the software of MagicInfo Services. The granted license may be terminated by MagicInfo Services at any time. The customer may only use the software for strictly internal use within his own organization.
19.2 These license conditions also apply during the free trial period.
19.3 It’s not allowed to provide the software to third parties to adjust the software, decode, copy or abuse the software in any way. You must vouch for the adequate protection of the access to the MagicInfo Services software.
19.4 If the customer infringes these license terms, he forfeits to MagicInfo Services an immediately claimable – and not amenable to reduction – penalty of € 5.000, – per violation a day, without prejudice to MagicInfo Services to claim compensation for all damages.
19.5 It’s forbidden to hiring, lending, public presentation, performance or broadcasting or any other kind of distribution of the software. Except as permitted by applicable law, the customer will not change, analyse it with the using of a reverse engineering, decompile or disassemble the software in whole or in part.
19.6 Each license shall be associated with one (1) display. Licenses cannot be shared or used by more than one display but may be reassigned from time to time to new display(s).
19.7 The customer shall not:
- license, sub-license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way;
- modify or make derivative works based upon the Service or the Content;
- create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device;
19.8 The customer may use the software only for his own internal business purposes and shall not:
- send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
- send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights;
- send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
- interfere with or disrupt the integrity or performance of the software or the data contained therein;
- attempt to gain unauthorized access to the software or its related systems or networks.
Article 20 Availability software
20.1 MagicInfo Services is doing everything to ensure that the services and software are available and accessible. MagicInfo Services does not guarantee:
- The unrestricted availability and performance of the software;
- The reliability and uncrackable of the software. MagicInfo Services is not liable for the non-functioning, availability or accessibility of the software.
20.2 MagicInfo Services will do everything for the protection of the software without prejudicing the responsibility of the customer is removed. MagicInfo Services has a so called SSL certificate (https connection) which is the maximum protection that can be offered if the Cloud service is bought. With an own installation onsite it is the responsibility of the customer.
20.3 The customer can never require MagicInfo Services to recover lost or corrupted data which is the result of the use of the software. Also MagicInfo Services can never be liable to pay compensation to the customer for damages caused by the use of the software.
20.4 MagicInfo Services can always and unannounced improve, modify, temporarily or permanently out of operation and restrict the access or prohibit the software or parts of it. MagicInfo Services cannot be held liable for this.
20.5 Outages or interruptions may be made by MagicInfo Services when in its reasonable opinion they are necessary to facilitate improvements to or maintenance of the software.
Article 21 Use of the software
21.1 It is not allowed to perform actions that could cause damage to the software and systems of MagicInfo Services and/or third parties.
21.2 It’s the customer not allowed to use the software in violation of legal provisions, the agreement, license and / or these Terms and Conditions.
21.3 MagicInfo Services is not responsible for the content and accuracy of the data, information or other content that the customer enters into the software.
21.4 It is MagicInfo Services allowed to take any technical measures and maintain the software of the protection of her intellectual property rights on the software or materials.
21.5 If the customer cannot use, and / or has no access to the software for any reason there will be no refund for the days that the customer does not use and / or did not have access to the software.
21.6 The customer is responsible for the purchase of the correct hardware for the correct use and operation of the software.
Article 22 Confidentiality and ownership of data
22.1 Both parties are obliged to protect the confidentiality of all confidential information that they obtain from each other or from other sources into the context of their agreement. MagicInfo Services will take measures to protect the confidentiality of that information. The customer will not make any statement to third parties about the process and methods. Also the customer is not allowed to publish any reports or other written information.
22.2 Information to be confidential does not include information that is already public and information that is brought into court proceedings.
22.3 MagicInfo Services can use any acquired knowledge and experience for other purposes, provided that no confidential information about customers or his business is brought to the knowledge of third parties.
22.4 Each of MagicInfo Services and customer hereby undertakes to the other to make all relevant employees agents and sub-contractors aware of the confidentiality of the information and the provisions of this article.
22.5 For the avoidance of doubt, all customer data shall remain at all times the exclusive property of customer and may only be used by MagicInfo Services in order to fulfil its obligations pursuant hereto.
Article 23 Non-Transferable
23.1 Customer is not entitled to assign, transfer, license and/or sublicense the agreement and /or the license unless there is signed a cooperation agreement.
Article 24 Jurisdiction and applicable law
24.1 All agreements, services, disputes, offers and invoices shall be governed by the laws of the Netherlands, even if a customer is established or residing abroad.
24.2 The applicability of the Vienna Sales Convention is expressly excluded.
24.3 All disputes between MagicInfo Services and a customer shall not refer a matter to court until they have done their utmost to resolve the dispute in mutual consultation.
24.4 Any dispute between a customer and MagicInfo Services in which a solution can not be reached by mutual agreement the court in MagicInfo Services place of establishment has exclusive competent jurisdiction, unless the law requires otherwise.
24.5 The parties have the right to submit the dispute to an independent arbitration institute or mediator. The decision of an independent arbitration is binding for the parties. Dutch or English shall be the language to be used in the arbitration proceeding unless otherwise agreed between the parties.