Terms and Conditions – Knowler

Terms and Conditions

CoBrowser.net offers two web applications (CoBrowser and Knowler) that allow you to chat with website visitors or provide visitors with remote assistance via the web browser and other digital channels supported by CoBrowser.net.

This document defines the conditions that apply to this service provided by CoBrowser.net. These General Terms and Conditions apply at all times to the services. Please read the General Terms and Conditions below carefully.

Article 1. Definitions
1.1. General Conditions: the present conditions.
1.2. Account: the personal account of the Client or End User with which he or she gains access to the Service.
1.3. Visitor: the visitor of a Customer site.
1.4. CoBrowser: the service that CoBrowser.net provides under the Agreement, which is understood to mean the SaaS solution for organizations so that they can chat with Visitors to the Customer Site or offer Remote Assistance to visitors in a safe online environment.
1.5. CoBrowser.net: CoBrowser.net B.V., established in Groningen and registered with the Chamber of Commerce under file number 01129215.
1.6. Services: the services CoBrowser and Knowler together.
1.7. Intellectual Property Rights: the rights (of intellectual property) including but not limited to copyrights, database rights, domain names, trade name rights, trademark rights, design rights, related rights, patent rights, as well as rights to know-how.
1.8. Knowler: the service that CoBrowser.net provides under the Agreement, which means the plug and play chat software that allows organizations to chat with the Visitors to the Customer Site.
1.9. Quotation: a written offer from CoBrowser.net.
1.10. Client: a natural or legal person who enters into an Agreement with CoBrowser.net in order to use the Services.
1.11. Agreement: the agreement concluded between CoBrowser.net and the Client whereby CoBrowser.net enables the Client and End User (s) to use the Services and of which the General Terms and Conditions are an integral part.
1.12. End User: the natural or legal person who uses the Services provided by CoBrowser.net for the benefit of the Client.
1.13. Party (ies): CoBrowser.net and the Client together or separately.
1.14. Customer Site: the websites on which the Services are offered, as specified in the Agreement or Offer.

Article 2. Applicability
2.1. The General Terms and Conditions apply to all offers including Offers from CoBrowser.net, the use of the Services and the execution of Agreements.
2.2. Any conditions or exceptions put forward by the Client are not part of the Agreement, unless CoBrowser.net has expressly agreed to this in writing.

Article 3. Formation and implementation of the Agreement
3.1. The Agreement for CoBrowser is concluded by the (digital) signature of the Quotation or other offer by the Client.
3.2. The application of Article 227n and 227c of Book 6 of the Dutch Civil Code.
3.3. The Agreement for Knowler is concluded by signing the Offer or as soon as the Client has created an Account on the website www.knowler.io and has completed the online ordering process (including choosing a payment method). and the order has been confirmed by email by CoBrowser.net.
3.4. If the Client does not explicitly indicate that it agrees with the Offer, but nevertheless agrees that CoBrowser.net performs work or provides Services that fall within the description, or that gives the impression, the Offer is considered accepted.
3.5. After the Agreement has been concluded, CoBrowser.net will endeavor to start executing the Agreement as soon as possible.
3.6. The Client will provide CoBrowser.net with all support that is necessary and desirable to enable the correct and timely delivery of the Services. In any event, the Client will provide CoBrowser.net with all data and facilities, which CoBrowser.net indicates are necessary or which the Client should reasonably understand to be necessary for the installation and configuration of the Services, in time to CoBrowser.net.

Article 4. Account
4.1. In order to use CoBrowser, the Client needs an Account. CoBrowser.net will provide the Client with login data for an administrator account, with which the Client itself can create Accounts for End Users. In doing so, CoBrowser.net can set a limit to the number of End users that can use CoBrowser.
4.2. In order to use Knowler, the Client himself creates an Account by registering on the website www.Knowler.io. The Account is accessible by entering a username and password of his choice.
4.3. An Account and the login details are strictly personal and may not be shared with another person. The Client or End Users must keep the login details confidential.
4.4. CoBrowser.net may assume that everything that happens from the Client’s Account after registration with the associated username and password, is done under the direction and supervision of the Client. The client is therefore liable for all these actions.
4.5. In the event of a suspicion of abuse of the Service, the Client must immediately inform CoBrowser.net and the Client must change the (login) data.
4.6. Communication about existing Agreements, changed or newly concluded via the Account, will be sent to the e-mail address associated with the Account. The Client declares that the e-mail address given at CoBrowser.net is suitable for this communication and is under the Client’s control only. The Client is obliged to report any change of e-mail address or other relevant data (such as name, address or account number) directly via the Account.

Article 5. Duration and termination
5.1. The duration of the Agreement is laid down in the Agreement. If no duration is included, it is entered into for the duration of 12 calendar months and is extended by the same duration.
5.2. The Agreement can be terminated by a Party with due observance of a notice period of 1 (one) month towards the end of the period referred to in the previous paragraph, which cancellation may take place without reasons and motivation.
5.3. CoBrowser.net may suspend or terminate the Agreement at any time without notice of default being required if the Client has been declared bankrupt, the Client has been granted a moratorium, the Client’s company is dissolved or liquidated or an attachment has been levied (a part of) the Client’s assets.
5.4. If the Client is in default with regard to a substantial obligation towards CoBrowser.net, CoBrowser.net is entitled to suspend or terminate the Agreement.
5.5. In the event of dissolution or termination / cancellation, the Client’s right of use, as provided in Article 15, paragraph 1, will lapse (see also Article 15, paragraph 3).

Article 6. Rules of use
6.1. It is not allowed to use the Services in a way that violates the rights of third parties or the law.
6.2. The Client itself determines for which Customer sites the Service is used. CoBrowser.net has no knowledge of the content of these Customer Sites and the communication that takes place through the Service. Should communication take place via the Services that are incorrect and / or unlawful, the Client bears all responsibility for this completely independently. CoBrowser.net accepts no liability whatsoever for information exchanged or communications communicated using the Services. The Client indemnifies CoBrowser.net against claims from third parties that relate to damage as a result of a violation of these user rules.
6.3. The Client is not permitted to use the Services for more than one company or to have multiple Clients work under one Account, unless it concerns reseller / contact centers (see article 16).
6.4. If, in the opinion of CoBrowser.net, the Client poses a danger to the functioning of the server (s) or the network of CoBrowser.net or third parties, in particular due to excessive requests or transmission of data (including performance problems) , CoBrowser.net is entitled to take all measures it reasonably considers necessary to avert or prevent this danger. CoBrowser.net may recover the costs that are reasonably necessary associated with these measures from the Client.
6.5. If the Client acts contrary to these General Terms and Conditions, CoBrowser.net has the right to deny access to the Services.

Article 7. Storage and data limits
7.1. The Services can be purchased by the Client in the form of various packages. When exceeding the package specifications (for example the number of Accounts), CoBrowser.net Client will upgrade to a higher package of the Service. CoBrowser.net will endeavor to inform the Client of this in advance.
7.2. When exceeding the package specifications, CoBrowser.net has the right to charge an additional amount afterwards in accordance with the usual rates of CoBrowser.net.

Article 8. Availability and maintenance
8.1. CoBrowser.net will endeavor to achieve uninterrupted availability of the Services, but does not offer any guarantees, unless otherwise agreed in the Agreement by means of a Service Level Agreement designated as such.
8.2. CoBrowser.net has the right to change the software of the Services from time to time to improve functionality and to fix errors. CoBrowser.net has the right not to install certain updates or upgrades if, in its opinion, this does not benefit the functioning of the Services. CoBrowser.net is not obliged to pay any compensation for damage caused by adjusting the Services.
8.3. CoBrowser.net reserves the right to temporarily disable the Services for the purpose of maintaining, updating or improving the Services and web servers of CoBrowser.net. CoBrowser.net tries to organize this decommissioning in such a way that there is as little inconvenience to the Client and End users as possible.
8.4. Due to the intended shutdown, CoBrowser.net will never be obliged to pay any compensation for damage suffered by the Client.

Article 9. Backup and Security
9.1. As a security measure, the Account data is stored every day. The time of the backup is determined by CoBrowser.net. The backup is a service of CoBrowser.net and is not a guarantee.
9.2. CoBrowser.net uses SSL certificates for the secure transfer of data and communication. CoBrowser.net can only guarantee this if the Client also uses SSL certificates. The Client is responsible for the security of the personal data on the Client Site.

Article 10. Personal data
10.1. If personal data are processed via the Services, the rules from the General Data Protection Regulation (further: GDPR) apply to both the Client and CoBrowser.net. Where appropriate, the parties will make agreements regarding the processing of personal data in a separate agreement.

Article 11. Helpdesk
11.1. CoBrowser.net will provide a reasonable level of support to Client and End Users with questions about the Service. In addition to the support described below, the Client and End Users can consult the help center where information about the use of the Services is available.
11.2. The support as described in the first paragraph of this article is offered to CoBrowser via a help desk that can be reached by telephone and e-mail during office hours. Current contact details can be found on the CoBrowser.net website. Office hours are understood to be from 9.00 am – 5.00 pm (CET / CEST) on working days and working days are understood to mean: Monday to Friday, with the exception of recognized Dutch public holidays and public holidays held by CoBrowser.net at its own discretion.
11.3. The support as described in the first paragraph of this article is offered to Knowler via a chat function on www.knowler.io available on weekdays from 07:00 – 23:00 (CET / CEST) and on weekends from 09:00 – 23:00 (CET / CEST) hours, except for the recognized Dutch public holidays and public holidays held by CoBrowser.net at its own discretion. In addition, it is possible to send an email to support@knowler.io.
11.4. Client strives to handle the helpdesk requests within a reasonable period of time. The time it takes to respond to notifications and resolve notifications can vary.

Article 12. Prices and payment
12.1. All rates on the Website, Quotations, brochures and other materials are subject to typing and calculation errors. No liability is accepted for the consequences of typing and calculation errors.
12.2. A fee is payable for the use of the Services, as specified on the Offer or on the website. CoBrowser.net will send an invoice for all amounts due and is entitled to invoice electronically.
12.3. All invoices must be paid in advance by the Client within fourteen days after the invoice date, unless the invoice states a different payment term or a different term has been agreed in writing.
12.4. CoBrowser.net may require that the Services be paid in advance by direct debit. The Client must authorize CoBrowser.net for this. If the Client cannot comply with this, the Client must pay the amounts invoiced by CoBrowser.net in another way before the expiry date. If the payment is not yet paid by the Client 14 days after the invoice date, CoBrowser.net has the authority to block the Client’s Account.
12.5. CoBrowser.net is allowed to increase the prices annually by a percentage of 5%, without the possibility for the Client to terminate the Agreement.
12.6. In the event of late payment, the Client is obliged, in addition to the amount owed and the interest accrued thereon, to full compensation of both extrajudicial and judicial collection costs, including the costs for lawyers, bailiffs and collection agencies.
12.7. The claim for payment is immediately due and payable in the event that the Client is declared bankrupt, applies for a moratorium or if an attachment is levied on the Client’s assets, and furthermore, if it goes into liquidation or is dissolved.
12.8. In the above cases, CoBrowser.net also has the right to terminate or suspend the performance of the Agreement or any part thereof that has not yet been executed, without notice of default or judicial intervention, without any right to compensation for damage to the Client that may occur as a result.

Article 13. Liability
13.1. CoBrowser.net is never liable for any indirect damage suffered by the Client or by third parties, including consequential damage, loss of data, turnover, or damage due to disclosure thereof and non-material damage.
13.2. The liability of CoBrowser.net towards the Client, for whatever reason (including a shortcoming in the fulfillment of a warranty obligation and tort), is limited per event (whereby a related series of events counts as one event) to the fees paid by the Client, with a maximum of € 2,000 (two thousand euros) excluding 21% VAT.
13.3. The Client indemnifies CoBrowser.net against all claims from third parties (including Visitors) for whatever reason, with regard to compensation of damage, costs or interest, related to this Agreement and / or the Services.
13.4. The previous paragraphs of this article do not apply if and insofar as the relevant damage is caused by intent or deliberate recklessness of CoBrowser.net.

Article 14. Force majeure
14.1. CoBrowser.net is not obliged to fulfill any obligation to the Client if a circumstance over which CoBrowser.net cannot exert influence prevents performance.
14.2. In the event of such force majeure – which in any case means failures in the telecommunications infrastructure, the internet, domestic disturbances, mobilization, war, traffic congestion, strike, exclusion, import and export barriers, business disturbances, supply stagnation, fire, flooding and breaches of suppliers on which CoBrowser.net is dependent in the performance of an Agreement – performance of the Agreement may be suspended without this creating any obligation to pay compensation. If the situation of force majeure prevents performance for longer than two months, both Parties are entitled to terminate the Agreement with immediate effect, without this resulting in any obligation to pay compensation.

Article 15. Intellectual Property Rights
15.1. All Intellectual Property Rights in all software (the Services) made available under the Agreement, as well as preparatory material thereof, rest exclusively with CoBrowser.net or its licensors. The Client will only acquire a right of use that is not exclusive and cannot be transferred for the duration of the Agreement, and powers expressly granted under these conditions or otherwise, and for the rest, the Client will not reproduce the Services or other materials or make copies thereof.
15.2. Data that the Client stores or processes through the Services is and remains the property of the Client (or its End Users). CoBrowser.net has a limited right of use to use the data for the provision of the Services, including the future aspects thereof.
15.3. If the Client sends information to CoBrowser.net, for example feedback about an error or a suggestion for improvement, the Client gives CoBrowser.net an unlimited and perpetual right to use this information for the Services. The foregoing does not apply to information that the Client expressly marks as confidential.
15.4. Services of CoBrowser.net by the Client to its customers, the provisions of this article also apply.
15.5. The Client acts in its own name, at its own expense, and at its own risk and is not entitled to enter into agreements for or on behalf of CoBrowser.net or to give the impression that it is an agent or representative of CoBrowser.net.
15.6. The Client is free to determine its offer to its customers, within the limits of CoBrowser.net indicated in the Quotation.
15.7. The Client must impose at least the same obligations on its customers as CoBrowser.net imposes on the Client with regard to the Services made available. CoBrowser.net may require the Client to provide proof of this.
15.8. Failure to pay or late payment of clients of the Client does not release the Client from its payment obligations towards CoBrowser.net.
15.9. CoBrowser.net will only contact the Client’s customers through the Client, unless CoBrowser.net has an urgent reason to approach these clients directly or the Client gives permission for direct contact.
15.10. Client is not entitled to use any trade name, brand name, logos or signs of CoBrowser.net in promotional or commercial communication for the purpose of using the goodwill or good name of CoBrowser.net for customer acquisition by Client. The Client may communicate in a businesslike manner that it uses the Services of CoBrowser.net.
15.11. The Client is at all times fully liable for everything that its customers do or omit through the systems or networks of CoBrowser.net or those of its CoBrowser.net.
15.12. In case of dissolution of the Agreement due to default of the Client, CoBrowser.net obtains the right to approach clients of the Client.

Article 16. Confidentiality
16.1. Parties will treat information they provide to each other before, during or after the performance of this Agreement confidentially if such information is marked confidential or if the receiving Party knows or should reasonably suspect that the information was intended to be confidential. The parties also impose this obligation on their employees and third parties engaged by them to implement the Agreement. These provisions will survive termination of the Agreement for any reason and for as long as the disclosing Party has the right to invoke the confidential nature of the information.
16.2. Both Parties exercise the same level of care in protecting confidential Information as the disclosing Party uses to protect its own Confidential Information, but in any event no less than reasonable care.
16.3. Paragraph 1 shall not apply to information that: is, or becomes, publicly available to the public for any reason other than publication by the receiving Party in violation of this Agreement, which was already in the possession of the receiving Party before being provided by or on behalf of the disclosing Party. has been disclosed to it, is made available to the receiving Party on a non-confidential basis by a source other than the disclosing Party, which is not bound to keep that information secret or has been independently created by the receiving Party.
16.4. If a receiving Party is required by law to disclose confidential information provided under the Agreement, such receiving Party will promptly notify the disclosing Party in writing so that that disclosing Party may request precautionary attachment or other appropriate remedy and / or waive compliance with the confidentiality provisions of the Agreement. All confidential information provided under this Agreement remains the exclusive property of the disclosing Party.
16.5. CoBrowser.net will not examine data stored and / or distributed through the Account unless necessary for the proper provision of the Services.

Article 17. Changes
17.1. CoBrowser.net reserves the right to amend or supplement these GTC or the Agreement.
17.2. Changes also apply to already concluded Agreements. A change will only take effect 30 days after the change has been announced by electronic newsletter or via the website when the change takes effect. Changes of minor importance, changes under the law and changes in favor of the Client can be made at any time.

Article 18. Final provisions
18.1. Dutch law applies to the Agreement.
18.2. Changes in management, ownership or legal form do not affect the Agreement.
18.3. Unless otherwise prescribed by mandatory law, all disputes that may arise as a result of the Agreement will be submitted to the competent Dutch court in Groningen or Rotterdam.
18.4. The Client grants CoBrowser.net permission to use the Client as a reference.
18.5. If a provision from the Agreement and / or the General Terms and Conditions proves to be invalid, this will not affect the validity of the entire Agreement / General Terms and Conditions. The parties will replace (a) new provision (s), which, as far as legally possible, will shape the intention of the original Agreement and / or General Terms and Conditions.
18.6. These terms and conditions are a translation of the original text in Dutch. In the event of ambiguities, the original Dutch text will prevail. This text can be requested through Cobrowser.net.

Contact details
If you have any questions, complaints or comments after reading our Terms and Conditions, please do not hesitate to contact us via the contact details provided on the contact page of our websites www.cobrowser.com or www.knowler.io.