The terms and conditions under which CentreBlock provides its services.
These Terms and Conditions are intended for use with CentreBlock's SaaS, portal, dashboard, analytics, implementation, support, and related services. They are drafted to reflect the operating model discussed: verbal go-ahead may start the engagement, users accept the EULA at account activation / password creation, and payment behaviour confirms the broader contractual framework.
1.1 These general terms and conditions apply to CentreBlock BV ("CentreBlock"). Customer refers to the contractual counterparty of CentreBlock.
1.2 These terms apply to all obligations and legal relationships, however named, between CentreBlock and Customer (hereinafter: the "Agreement") under which CentreBlock delivers, licenses, hosts, maintains, supports, rents, and/or otherwise makes available products, software, dashboards, reports, integrations, and/or online services (hereinafter jointly: the "Services") to Customer, from the moment Customer requests a quote from CentreBlock, CentreBlock makes an offer, or Customer requests CentreBlock to commence work or provide access.
1.3 These terms always take precedence over any conflicting terms or conditions of Customer or third parties, unless expressly accepted in writing by CentreBlock. Customer may not rely on deviating terms, customs, or practices.
1.4 If any provision of these terms is void, invalid, unenforceable, or annulled, the remaining provisions shall remain in full force and effect. CentreBlock and Customer shall consult in good faith to replace the affected provision with a valid provision that reflects the original purpose and intent as closely as possible.
1.5 These terms also apply to all follow-up work, renewals, amendments, additional orders, support, professional services, and user expansions arising from or related to the Agreement.
2.1 All offers are without obligation, unless expressly stated otherwise in writing by CentreBlock.
2.2 An Agreement may be concluded by verbal acceptance by Customer, by commencement of the Services by CentreBlock at Customer's request, by Customer's or its authorised users' actual use of the Services, by acceptance of the applicable End User License Agreement (EULA) during account activation or password creation, and/or by payment of an invoice from CentreBlock, all as further set out in these terms.
2.3 If an offer, quotation, or proposal is based on information provided by Customer and that information proves to be incorrect or incomplete, or later changes, CentreBlock has the right to adjust the stated prices, rates, timelines, scope, and/or delivery dates accordingly.
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Request your analysis→2.4 CentreBlock cannot be held to quotations or offers if Customer could reasonably understand that such quotation or offer, or part thereof, contains an obvious error, clerical mistake, or manifest omission.
2.5 CentreBlock is entitled to charge Customer for costs reasonably incurred in preparing a quotation, proposal, discovery, or scoping exercise, if agreed in advance.
2.6 Offers or quotations do not automatically apply to future Agreements or orders.
2.7 CentreBlock is only bound by oral agreements, additions, changes, or other deviations from these terms after confirmation by CentreBlock or where such deviation clearly follows from CentreBlock's actual performance.
2.8 Where CentreBlock provides access to its portal, dashboard, software environment, or related Services through named user accounts, each user must accept the applicable EULA when creating or activating a password. Without such acceptance, the relevant user cannot use the Service.
2.9 Customer is responsible for all users to whom it grants or enables access. Customer warrants that such users are authorised to act on Customer's behalf in relation to the use of the Services and acceptance of the applicable EULA.
2.10 These Terms and Conditions apply to all Services provided by CentreBlock and are made available through CentreBlock's website and referenced on CentreBlock's invoices. By paying CentreBlock's second invoice without written objection, Customer shall, to the extent permitted by applicable law, be deemed to have accepted these Terms and Conditions.
2.11 Where Customer has verbally requested CentreBlock to commence onboarding, implementation, provisioning, access creation, or other Service delivery prior to signature of a written agreement, Customer shall be deemed to have accepted the applicability of these Terms and Conditions from the start of such activities.
3.1 Insofar as the Agreement concerns implementation, configuration, integration, customisation, or development work for Customer, the parties may specify in writing the relevant scope, required functionality, deliverables, assumptions, dependencies, and acceptance criteria. CentreBlock shall perform such work on the basis of the agreed scope and the practical instructions given by Customer.
3.2 Customer warrants that all materials, data, access credentials, software, procedures, instructions, systems, technical specifications, and other information made available to CentreBlock for the execution of the Agreement are accurate, lawful, complete, and timely.
3.3 CentreBlock is entitled, but not obliged, to examine the correctness, completeness, consistency, and suitability of the materials, data, software, procedures, instructions, or systems made available in the context of the Agreement and, in the event of deficiencies, to suspend performance until Customer has remedied the relevant deficiencies.
3.4 CentreBlock is entitled to engage third parties and subcontractors in the execution of the Agreement.
3.5 To the extent a legal relationship arises directly between Customer and a third party involved in the execution of the Agreement, whether or not through the mediation of CentreBlock, Customer shall be solely responsible for fulfilling its obligations towards that third party.
4.1 Customer shall provide CentreBlock, in a timely manner and at Customer's own expense, with all information, materials, cooperation, personnel, access, and resources reasonably necessary for CentreBlock to perform the Services, and shall ensure that such information and materials are accurate, complete, and lawful.
4.2 Customer is responsible for the correct configuration of its own systems, networks, browsers, devices, and third-party tools required to access and use the Services.
4.3 Customer is responsible for informing its users of the applicable EULA, acceptable use rules, and any restrictions on the use of the Services, and for ensuring that these are observed.
4.4 Customer indemnifies CentreBlock against any third-party claims arising from Customer's breach of its obligations under this Article 4.
5.1 Any delivery periods, milestones, or completion dates communicated by CentreBlock are indicative and do not constitute strict deadlines, unless expressly agreed otherwise in writing.
5.2 Exceeding an indicative delivery period does not entitle Customer to compensation or to terminate the Agreement, unless CentreBlock — after being placed in default in writing with a reasonable additional period — persistently fails to perform.
5.3 Where CentreBlock's performance depends on information, materials, decisions, or cooperation from Customer, delivery periods shall be extended by the period Customer is late in providing them.
6.1 All prices are in euros and exclusive of VAT and any other government-imposed charges, unless expressly stated otherwise.
6.2 CentreBlock is entitled to adjust its prices and rates annually, and additionally where indexation, cost increases from suppliers, or changes in the scope of the Services justify an adjustment.
6.3 Invoices are payable within 14 days of the invoice date, unless a different payment term has been agreed in writing.
6.4 In the event of late payment, Customer is in default without further notice being required, and CentreBlock is entitled to charge statutory commercial interest and reasonable extrajudicial collection costs.
6.5 CentreBlock is entitled to suspend the Services (in whole or in part) where Customer is in default of payment, without any liability for damages arising from such suspension.
7.1 All intellectual property rights in and to the Services, software, dashboards, reports, documentation, and any deliverables, together with any improvements, modifications, or derivatives thereof, remain vested in CentreBlock or its licensors.
7.2 Subject to Customer's compliance with the Agreement and the applicable EULA, CentreBlock grants Customer a non-exclusive, non-transferable, non-sublicensable right to use the Services for its internal business purposes during the term of the Agreement.
7.3 Customer shall not reverse-engineer, decompile, disassemble, copy, modify, distribute, sublicense, or create derivative works of the Services, except to the extent expressly permitted by mandatory law.
7.4 CentreBlock is entitled to use aggregated and anonymised data derived from Customer's use of the Services for the purposes of operating, improving, and marketing the Services, provided such data cannot be traced back to Customer or its users.
8.1 The right to use the Services is granted subject to the applicable EULA and to any user or capacity limits agreed in the Agreement.
8.2 Customer shall not use the Services in a manner that could damage the Services or CentreBlock's infrastructure, or that would violate applicable laws or the rights of third parties.
8.3 CentreBlock is entitled to modify, add to, or remove functionality of the Services from time to time, provided that no material adverse change is made to the core functionality without prior notice.
9.1 CentreBlock uses reasonable efforts to make the Services available, but does not warrant uninterrupted availability, nor that the Services will operate without defects. Scheduled maintenance and emergency maintenance are permitted and do not constitute a failure.
9.2 CentreBlock is entitled to engage third-party hosting and infrastructure providers for the delivery of the Services.
9.3 CentreBlock is not liable for unavailability caused by factors outside its reasonable control, including force majeure and failures on the part of hosting providers, telecom operators, or Customer's own systems.
10.1 Each party shall keep confidential all information received from the other party that is marked as confidential or that reasonably ought to be understood to be confidential, and shall use such information only for the purpose of performing the Agreement.
10.2 The obligation of confidentiality does not apply to information that is or becomes publicly known other than through breach of this article, information that a party lawfully receives from a third party without an obligation of confidentiality, or information a party is required to disclose by law or court order.
10.3 The obligations under this article survive termination of the Agreement for a period of five years.
11.1 To the extent CentreBlock processes personal data on behalf of Customer in the performance of the Services, the parties shall enter into a data-processing agreement in accordance with Article 28 GDPR.
11.2 CentreBlock implements appropriate technical and organisational measures to protect personal data against loss and unlawful processing.
11.3 Customer is responsible for having a valid legal basis for the processing of personal data via the Services and for informing data subjects as required by applicable law.
12.1 CentreBlock retains Customer data only for as long as is necessary for the performance of the Services or as required by law.
12.2 On termination of the Agreement, CentreBlock shall, at Customer's written request received within 30 days of termination, return or delete Customer data. After this period, CentreBlock is entitled to delete the data.
13.1 The parties shall each appoint a project contact for the day-to-day coordination of the Services.
13.2 Changes to scope, timelines, or deliverables shall be agreed in writing between the project contacts and, where necessary, formalised through a change order.
14.1 Deliverables are deemed accepted upon (i) written acceptance by Customer, (ii) commencement of productive use by Customer, or (iii) fourteen days after delivery without written notice of substantiated defects, whichever occurs first.
14.2 Minor defects that do not reasonably prevent productive use do not entitle Customer to withhold acceptance.
15.1 Maintenance and support are provided in accordance with the applicable service description or service-level agreement, if any.
15.2 CentreBlock is not obliged to provide support for use of the Services outside their intended scope, for issues caused by third-party software or hardware, or for issues resulting from Customer's failure to comply with instructions provided by CentreBlock.
16.1 The Agreement is entered into for the term specified in the offer, quotation, or written agreement. In the absence of a specified term, the Agreement runs for twelve months.
16.2 Unless terminated in accordance with these terms, the Agreement is automatically renewed for successive periods of twelve months.
17.1 Either party may terminate the Agreement in writing, with due observance of a notice period of three months, against the end of the then-current term.
17.2 Either party may terminate the Agreement with immediate effect where the other party (i) is in material breach that is not remedied within thirty days of written notice, (ii) is declared bankrupt, is granted a suspension of payments, or ceases its business.
18.1 On termination, the right of Customer to use the Services ceases with immediate effect. CentreBlock is entitled to disable access.
18.2 Amounts invoiced by CentreBlock prior to termination remain payable. Amounts prepaid for services not yet delivered are not refunded, unless termination is due to a material breach by CentreBlock.
19.1 CentreBlock's total liability for direct damages under or in connection with the Agreement is limited, per event and per year, to the amounts paid by Customer to CentreBlock under the Agreement in the twelve months preceding the event giving rise to liability.
19.2 CentreBlock is not liable for indirect damages, including but not limited to loss of profit, loss of turnover, loss of goodwill, loss of anticipated savings, loss or corruption of data, or consequential damages.
19.3 The limitations of liability in this article do not apply in the event of intent or wilful recklessness on the part of CentreBlock's management.
20.1 Customer indemnifies CentreBlock against all third-party claims arising from or connected to Customer's use of the Services in breach of the Agreement, applicable law, or the rights of third parties.
21.1 Neither party is liable for any failure to perform its obligations under the Agreement to the extent such failure results from force majeure, including but not limited to natural disasters, war, acts of terrorism, pandemics, strikes, failures of hosting or infrastructure providers, telecom outages, or governmental measures.
21.2 The affected party shall notify the other party in writing without undue delay and shall use reasonable efforts to mitigate the effects of the force-majeure event.
23.1 Any claim by Customer against CentreBlock lapses twelve months after the event giving rise to the claim, unless Customer has filed a written and substantiated claim with CentreBlock within that period.
24.1 The Agreement is governed by Dutch law.
24.2 Any disputes arising under or in connection with the Agreement shall be submitted exclusively to the competent court in the district where CentreBlock has its registered office, unless mandatory law prescribes otherwise.
For questions about these Terms and Conditions, please contact CentreBlock B.V. at contact@centreblock.net.