Usage Agreement Virtuallaundry
Usage Agreement VL4 Virtuallaundry, version December 2002, page 1 of 4

ARTICLE 1. DEFINITIONS

• User: a natural person or legal entity who enters into this agreement with Virtuallaundry for the provision of services.
• Virtuallaundry: Virtual Laundry B.V. and its affiliated companies, P.O. Box 297, 5280 AG Boxtel.
• Virtuallaundry Platform: an association of users of which the user becomes an automatic member upon the conclusion of this agreement. The purpose of this association is to safeguard the interests of its members, including monitoring the disclaimer, partly determining the functionality of the software, and mediating/advising in disputes between Virtual Laundry B.V. and the user.
• Virtuallaundry sites/services: various software programs, websites, and consultancy services. For the content of the Virtuallaundry sites/services the following applies: Copyright © 2001 Virtual Laundry B.V. All rights reserved.
• Agreement: the agreement for the provision of the Virtuallaundry sites/services by Virtuallaundry to the user. The disclaimer forms an integral part of this agreement.
• Registration Form: the form through which the user registers for the use of Virtual Laundry.
• Trademarks: Virtuallaundry, Virtual Laundry BV, virtuallaundry.net. All rights not explicitly mentioned in this agreement are reserved.

ARTICLE 2. GENERAL PROVISIONS
2.1. The user acknowledges having read and understood the contents of this agreement and the Registration Form and, by signing the Registration Form, accepts the applicability of all provisions contained therein. The Virtuallaundry sites/services are offered only if the contents of this agreement are accepted unconditionally, without modification, and in their entirety.
2.2. This agreement applies to all agreements for the provision of the Virtuallaundry sites/services by Virtuallaundry as well as to all (legal) acts that reasonably precede them. This agreement replaces all previous or simultaneous communications and proposals between the user and Virtuallaundry.
2.3. The user may make use of additional services offered by Virtuallaundry. This agreement also applies to these additional services. Nevertheless, additional conditions may apply to the use of a specific component of the Virtuallaundry sites/services. In the event that the provisions, conditions, and notices contained in this agreement conflict with any additional conditions or other provisions and guidelines, the latter shall prevail.
2.4. In the event of a conflict between oral statements by Virtuallaundry and its written statements, the written statements shall prevail.
2.5. This agreement is governed by Dutch law.

ARTICLE 3. FORMATION OF THE AGREEMENT
3.1. The agreement is concluded by the written signature of both parties on the Registration Form and by the initialing of the relevant Usage Agreement attached to this form by both parties. By signing the Registration Form, the user indicates unconditional acceptance of the most current Usage Agreement and all provisions contained therein.
3.2. Virtuallaundry is entitled to implement substantive changes to the agreement if changed circumstances warrant such modifications. This may occur after one year from the conclusion of the agreement and then annually. Virtuallaundry shall notify the user of the changes at least one month before they are implemented. If the user cannot agree to the proposed change, the user has the possibility to terminate the agreement accordingly.
3.3. Virtuallaundry is entitled to conduct a creditworthiness investigation based on which it will determine whether the user is creditworthy. If, in the opinion of Virtuallaundry, the user is not sufficiently creditworthy – with reasons provided in writing upon request – Virtuallaundry may impose limitations and/or further obligations on the use, or, at its discretion, may not conclude or may terminate the agreement. In this latter case, the user is liable for the costs of using the Virtuallaundry sites/services up to the moment of termination.

ARTICLE 4. ADDRESS, ADDRESS CHANGE OR NAME CHANGE
4.1. The user must inform Virtuallaundry in writing at least 14 days before an address change takes effect. The user is liable for any consequences resulting from failing to report an address change in a timely manner.

ARTICLE 5. AVAILABLE SOFTWARE AND CONTENT OF THE VIRTUALLAUNDRY SITES / SERVICES
5.1. The software provided by Virtuallaundry to the user remains the property of Virtuallaundry. The software is the copyrighted work of Virtuallaundry. Virtuallaundry has the right to replace or modify the software and the Virtuallaundry sites/services at any time.
5.2. The software and account provided by Virtuallaundry to the user are revocable, non-transferable, and personal. The user must take all possible precautions to prevent unauthorized use or access. The user is responsible for maintaining the confidentiality of their password and account, as well as for the activities conducted through their account.
5.3. It is forbidden to improperly modify, copy, distribute, transmit, reproduce, license, or otherwise manipulate the information, software, products, or services available on the Virtuallaundry sites/services, or the information contained therein. The same applies to the technical information, software, and security measures of the equipment used by the user to access the Virtuallaundry sites/services.
5.4. Copying or reproducing the software by the user to another server or location for further reproduction or redistribution is expressly prohibited. Should the user suspect or notice such actions, they must immediately notify Virtuallaundry, otherwise the user will be liable for any resulting damage.
5.5. Without prejudice to the foregoing, additional conditions apply to users of the Secure ID. For example: The RSA-SecurID tokens are provided on loan, with a separate annual fee invoiced per token. Each token is linked to an annual license for Virtuallaundry, with the term of the annual fee running parallel to the license subscription. The same rules apply as for the license subscription. In cases of damage due to improper use, loss, or theft, an amount equivalent to one year’s fee for the token will be charged. Access to Virtuallaundry is only possible via assigned token(s). Virtuallaundry consultants may only access the user’s data by requesting an online code from the user, unless the user has given written consent through an additional agreement.

ARTICLE 6. RATES
6.1. The subscription fees and any other amounts owed by the user to Virtuallaundry shall be determined by Virtuallaundry based on price lists from the date on which the Virtuallaundry sites/services were first used. For determining the amounts due, Virtuallaundry’s records are binding unless it is proven that they are incorrect.
6.2. Virtuallaundry is entitled to implement a price change after one year from the conclusion of the agreement and subsequently on an annual basis. In setting price changes, Virtuallaundry shall base its decision on the average cost increase in the Dutch laundry industry. This price change will only be finalized after consultation with the Virtuallaundry Platform.
6.3. If the price change proposed by Virtuallaundry is higher than the average cost increase in the Dutch laundry industry, Virtuallaundry must notify the user at least one month before the change is implemented. If the user cannot agree to the proposed price change, the user has the option to terminate the agreement accordingly.

ARTICLE 7. PAYMENT
7.1. Virtuallaundry is entitled to invoice subscription fees and any other amounts owed by the user in advance.
7.2. Virtuallaundry will periodically invoice all amounts owed by the user to the address provided by the user. In special circumstances – including unusually excessive use or suspected improper use – Virtuallaundry is entitled to issue interim invoices. The user must pay the invoice within 4 (four) weeks from the invoice date in the agreed manner.
7.3. Complaints regarding the invoice must be reported to Virtuallaundry before the payment deadline expires. If the user could not reasonably respond within this period, Virtuallaundry may extend the period. The mere submission of a complaint does not suspend the user’s payment obligations. Virtuallaundry will only consider written requests for suspension and only for the portion of the invoice that is being disputed on reasonable grounds.
7.4. If the user repeatedly makes unwarranted complaints regarding the invoice, Virtuallaundry may charge administrative fees of at least EUR 15.
7.5. After the payment term specified in Article 7.2 has expired, the user shall be in default by operation of law without further notice. In that case, Virtuallaundry is entitled to charge 1% interest per month from the expiration of the payment term, as well as administrative fees equal to EUR 15 per month and extrajudicial costs equal to 15% (excluding VAT) of the outstanding amount, with a minimum of EUR 50. The user is also liable for all legal costs incurred by Virtuallaundry (including legal assistance costs) in connection with the collection of overdue payments. From the moment the payment term expires, Virtuallaundry is also entitled to disable the Virtuallaundry sites/services for the customer.
7.6. Virtuallaundry may require the user to provide a payment guarantee in advance for an amount to be determined by Virtuallaundry, for example when Virtuallaundry believes that the user may not meet the payment obligations or if the user does not have a fixed business address or residence in the Netherlands.
7.7. The payment guarantee shall be provided in the form of a deposit or by issuing a bank guarantee. Virtuallaundry may require this guarantee either before providing access to the Virtuallaundry sites/services or during the term of the agreement. No interest shall be paid on the amount of the payment guarantee.
7.8. A user acting in the exercise of a profession or business is never entitled to set off or suspend his/her payment obligations.

ARTICLE 8. USE OF THE SERVICE
8.1. If the Virtuallaundry sites/services require the user to open an account, the user must complete the registration process by providing current, complete, and accurate data as requested in the applicable Registration Form. Initially, the password and username will be assigned by Virtuallaundry to the user.
8.2. The user is not permitted to use the Virtuallaundry sites/services in a manner that causes damage, disruption, overload, or impairment. Should Virtuallaundry determine that the user’s use interferes with the proper functioning of the Virtuallaundry sites/services, Virtuallaundry is entitled to immediately disable the service for the user.
8.3. The user is not permitted, without permission from Virtuallaundry, to attempt to access the Virtuallaundry sites/services by means of hacking, password forgery, or other methods. The user is not permitted to obtain or attempt to obtain materials or information via the Virtuallaundry sites/services if such materials or information were not provided or made available for that purpose.
8.4. Virtuallaundry may change the provisions, conditions, and notices under which the Virtuallaundry sites/services are offered.
8.5. For maintenance purposes, Virtuallaundry may disable the Virtuallaundry sites/services in whole or in part. Virtuallaundry will announce such disablement in advance and in a timely manner, except in the case of short or limited interruptions.
8.6. Any malfunctions will be investigated by Virtuallaundry as soon as possible, and Virtuallaundry will strive to resolve them as promptly as possible.

ARTICLE 9. USE AND CONFIDENTIALITY OF DATA PROVIDED BY THE USER
9.1. The data provided by the user shall at all times remain the property of the user. Virtuallaundry is only entitled to process these data for the purpose for which the user provided them, as well as for updating Virtuallaundry’s central database. Virtuallaundry is obliged to immediately return or destroy the user’s data if the user so requests.
9.2. The personal data and information collected by Virtuallaundry will be processed in accordance with the law and in a proper and careful manner. The personal data shall not be retained longer than necessary for the achievement of the purposes mentioned below.
9.3. Virtuallaundry reserves the right to use the personal data and information, among other things, for the following purposes:
  a. assessing the application for the use of the Virtuallaundry sites/services;
  b. concluding and executing the agreement resulting from the use of the Virtuallaundry sites/services and ensuring compliance with the agreement;
  c. analyzing the use of the Virtuallaundry sites/services;
  d. expanding turnover and customer base by actively approaching its own users with offers for products and services;
  e. fulfilling legal obligations, including compliance with legal requirements or cooperation in legal proceedings;
  f. protecting and defending the rights or property of Virtuallaundry or its affiliated companies and acting to protect the interests of members or others.

ARTICLE 10. DURATION OF THE AGREEMENT AND TERMINATION BY THE USER
10.1. The agreement is concluded for a contract period of at least 12 months, commencing on the date of signing the Registration Form.
10.2. The user may terminate the agreement in writing – by mail to Virtual Laundry B.V., P.O. Box 297, 5280 AG Boxtel – or by e‑mail (to admin@virtuallaundry.net), in all cases stating name, address, postal code, and city, and subject to a notice period of 3 months. In the case of termination by e‑mail, the receipt confirmation from Virtuallaundry shall serve as proof of termination. Termination takes effect on the date of the next contract renewal.
10.3. After the expiration of the minimum contract period, the agreement shall be tacitly extended for a new contract period of 12 months.
10.4. Upon termination of the agreement by the user, all claims of the user against Virtuallaundry shall lapse.
10.5. Upon termination of the agreement by the user, Virtuallaundry is obliged to immediately destroy all data provided by the user.

ARTICLE 11. DISCONTINUATION, TERMINATION, AND SUSPENSION OF SERVICES BY VIRTUALLAUNDRY
11.1. Virtuallaundry may, without notice of default, disable the Virtuallaundry sites/services offered to the user, including:
  a. if the user does not fulfill their obligations under the agreement or fails to adhere to the requirements reasonably expected for proper use;
  b. if the user provided incorrect or incomplete information to Virtuallaundry at or after the conclusion of the agreement.
11.2. The disabling shall occur without the user being entitled to any compensation. The disabling may be terminated when Virtuallaundry determines that the user has subsequently fulfilled all their obligations. The costs for disabling and for re-enabling the services shall be borne by the user. Disabling the Virtuallaundry sites/services does not release the user from their contractual obligations.
11.3. If Virtuallaundry determines that the user has not fulfilled their obligations within 30 days after a written request from Virtuallaundry, Virtuallaundry may terminate the agreement, whereby all claims of the user against Virtuallaundry shall lapse.
11.4. Should technical or economic reasons necessitate it, Virtuallaundry is entitled to terminate the Virtuallaundry sites/services with a notice period of two months. In such cases, the user is entitled to the return of all data belonging to them in a digital format of their choice. The associated software may, in these cases, be obtained by the user for their own use through an independent party at the then-applicable market value.
11.5. If Virtuallaundry sells its business, in whole or in part, or if there is a change in the management of the company, it must ensure that the buyer or new management does not have access to Virtuallaundry’s data for a period of one month. During this one‑month period, Virtuallaundry, in its pre‑sale status, is obliged to continue providing its usual services to the users. Immediately after the sale or change in management, Virtuallaundry must notify the Virtuallaundry Platform of the sale/management change, and the users shall have the option to terminate the agreement accordingly during this one‑month period.

ARTICLE 12. ASSIGNMENT OF THE AGREEMENT
12.1. The user may not transfer his/her rights and obligations arising from this agreement to third parties without the written consent of Virtuallaundry.

ARTICLE 13. LIABILITY
13.1. The user is liable for all damages suffered by Virtuallaundry as a result of any act or omission in breach of the provisions of this agreement.
13.2. Virtuallaundry will perform its services to the best of its ability and with the care reasonably expected. In any case, Virtuallaundry is liable for securing the data and for the calculations in accordance with its calculation method.
13.3. If Virtuallaundry fails to meet its obligations under the agreement because the user provided incorrect or incomplete information, Virtuallaundry shall not be liable. Should the user demonstrate that they have suffered damage due to an error by Virtuallaundry that could have been avoided with due care, Virtuallaundry shall be liable for that damage only up to a maximum of three times the fee for the respective assignment (per unit) over the last calendar year, unless there is intent or gross negligence on the part of Virtuallaundry.
13.4. Virtuallaundry is not liable for any damage resulting from third parties using the user’s password or account, with or without the user’s knowledge, unless the fault can be demonstrably attributed to Virtuallaundry.
13.5. The user must notify Virtuallaundry in writing of any damage as soon as possible, but no later than within 4 weeks after discovering the damage. Damage that is not reported within this period shall not be compensated.

ARTICLE 14. LIABILITY OF VIRTUALLAUNDRY REGARDING LINKED SITES
14.1. The Virtuallaundry sites/services may contain links to third-party websites (“linked sites”). Virtuallaundry has no control over such linked sites and is not responsible for the content of any linked site, including but not limited to any links present on a linked site, or any changes or updates thereof.
14.2. Virtuallaundry is not responsible for webcasting or other forms of transmission from a linked site. Virtuallaundry is also not liable for any malfunctioning of a linked site.
14.3. Virtuallaundry provides these links solely for the convenience of the user. The inclusion of these links does not in any way imply Virtuallaundry’s approval of the linked site nor any connection with its operators.
14.4. The user is solely responsible for reading and adhering to the disclaimer and terms of use stated on the linked site. All transactions with third parties (including advertisers) within the Virtuallaundry sites/services or participation in promotional activities – including the delivery and payment for goods and services and any other related provisions, conditions, warranties, or promises – are solely between the user and the advertiser or third party. Virtuallaundry is not responsible or liable for any part of these transactions or promotional activities.

ARTICLE 15. COMPLAINTS, DISPUTES, AND APPLICABLE LAW
15.1. Disputes between the user and Virtuallaundry regarding the formation or performance of the agreement concerning the provision (or provision) of the Virtuallaundry sites/services shall initially be resolved amicably between the user and Virtuallaundry. If the dispute is not resolved between them, it may be submitted to the Virtuallaundry Platform for review.
15.2. The Virtuallaundry Platform will only consider a dispute if the user has first submitted their complaint in writing to Virtuallaundry. Virtuallaundry shall respond in writing with a substantive reply within 30 days of receipt of the complaint, unless this is not reasonably possible. In that case, the user shall be informed in writing within that period of the latest date on which a substantive reply will be provided.
15.3. Within 30 days of receiving the substantive reply from Virtuallaundry, or within 30 days after the date by which a reply should have been given, the user must submit the dispute to the Virtuallaundry Platform.
15.4. A fee for the handling of a dispute shall be payable, the amount of which is to be determined by the Virtuallaundry Platform. After the decision of the Virtuallaundry Platform, the parties are free to submit the dispute to the civil court in 's‑Hertogenbosch, Leeghwaterlaan 8, 5223 BA 's‑Hertogenbosch.
15.5. If, for any reason, any part of this agreement is found to be invalid or unenforceable under applicable law, the invalid or unenforceable provision shall be deemed replaced by a valid and enforceable provision that most closely reflects the intent of the original provision, while the remainder of the agreement shall remain in effect.

Signed and initialed in agreement by:
Virtual Laundry BV, Ronald Teulings
Demowasserij Nederland,
Signature/Initials:       Signature/Initials:
Date:            Date: