This page contains the Terms and Conditions of PackXGen B.V., with its principal office located at Keetgracht 1, 1811 AM Alkmaar in Netherlands and registered under registration no. NL- 864243467B01 (hereinafter referred to as “PackXgen”).

PackXGen offers a cloud-based software solution for the travel and leisure industry.

Article 1. Definitions
The capitalized terms used in these Terms and Conditions, both in the singular and the plural, are understood to have the meaning as described in this article.

1.1 Account: the personal account with which Customer can log in to the Platform made available by PackXGen, where he can access (certain parts of) PackXGen's Service.

1.2 Agreement: the agreement entered into by PackXGen with Customer regarding the use of the Service, including the Offer, these Terms and Conditions and any Annexes.

1.3 Annexes: all Annexes to the Agreement which form an integral part thereof.

1.4 Customer: any (legal) person or natural person acting in the course of a profession or business, that has entered into a written Agreement with PackXGen for the purposes of the Service. 

1.5 Data: all data and information entered by Customer and/or third parties on its behalf through the Platform.

1.6 Helpdesk: the helpdesk of PackXGen which Customer can reach between 09:00 to 17:00 CET on weekdays (Monday through Friday), with the exception of officially recognized Dutch holidays and on days of which PackXGen has previously indicated to be closed, with (user) questions about the Service(s).

1.7 Intellectual Property Rights: all intellectual property rights and related rights, including but not limited to copyrights, database rights, rights to domain names, trade name rights, trademark rights, design rights, neighboring rights, patent rights, as well as rights to know-how.

1.8 Maintenance: the maintenance performed by PackXGen with respect to the Platform.

1.9 Offer: any quotation or other offer (whether or not through PackXGen's Website) provided to Customer.

1.10 Party/Parties: the parties to the Agreement, PackXGen and Customer together or separately.

1.11 Platform: the platform made available by PackXGen to Customer under the Agreement as part of the Services, including all associated web applications.

1.12 Service(s): the services provided by PackXGen, including but not limited to providing access to the Platform, supplying (standard) booking modules that can be integrated on the website of Customer, supplying and hosting complete (standard) booking websites and providing support and Maintenance in accordance with the Agreement.

1.13 Terms and Conditions: these general terms and conditions of PackXGen which form an inseparable part of the Agreement.

1.14 User: (potential) end user customer of Customer.

1.15 Website: the website of PackXGen, accessible via the domain www.packxgen.com

Article 2. Conclusion of the Agreement
2.1 These Terms and Conditions apply to all Agreements entered into between the Parties, even if – in the case of a future Offer – these Terms and Conditions are not again provided to Customer.

2.2 Every Offer of PackXGen is without obligation and valid for thirty (30) days after the date mentioned therein. PackXGen is not obliged to accept any expression of acceptance by Customer after this period has expired, but if PackXGen does so, the quotation or offer is deemed to be accepted.

2.3 a) the Offer has been accepted in writing; b) the online ordering process has been completed, the order has been confirmed upon completion by Customer and the order has also been confirmed by PackXGen by e-mail.

2.4 PackXGen is not bound by an acceptance by Customer which deviates from the Offer, not even if the deviation only relates to minor aspects as referred to in article 6:225 paragraph 2 of the Dutch Civil Code.

2.5 The Agreement between the Parties may consist of several documents. In principle, these documents are complementary to each other. In the event of contradictions, the following order of precedence applies, in which a document mentioned first prevails over a document mentioned further down:

- any additional written agreements between the Parties;
- the Offer of PackXGen;
- these Terms and Conditions.

Article 3. Performance of the Agreement
3.1 PackXGen will make its best efforts to perform the Service with due care and to deliver within the agreed term. However, delivery periods given by PackXGen are indicative and do not count as a fatal (delivery) deadline.

3.2 Customer will provide PackXGen with all support and information reasonably necessary for the provision of the Service. In any event, Customer will provide to PackXGen in a timely manner all files and data which PackXGen reasonably requests, or which Customer should understand that PackXGen is necessary for the provision of the Service.

3.3 Customer represents and warrants the accuracy and completeness of all information provided by or on behalf of it to PackXGen. PackXGen has the right, but not the obligation, to check this information for accuracy and completeness.

3.4 If Customer does not provide the cooperation described above, or if it appears that the information provided by Customer is inaccurate or incomplete, PackXGen has the right to suspend the Service until Customer has provided the requested cooperation or supplied the required information.

3.5 Any change of name, residence or place of business, billing information or legal form must be notified by Customer to PackXGen as soon as possible in writing.

3.6 Platform and Customer. PackXGen itself is not responsible for the sales process, (the content of) the offer, the delivery and the quality of the services offered by Customer or third parties. This responsibility lies with the Customer and such third parties themselves.

Article 4. Delivery and implementation
4.1 Insofar as the Services consist of the delivery of (standard) booking modules which can be integrated on the website of Customer, these are delivered as soon as Customer gains access to the relevant module through the Platform. After delivery of the booking module by PackXGen, Customer is responsible for its implementation. Reasonable support in case of questions about the implementation takes place under the conditions included in Article 9. If (i), in the opinion of PackXGen, the implementation support requested by Customer extends beyond simple user questions, or (ii) Customer explicitly requests PackXGen to provide implementation work, such implementation work will, after written approval of Customer, be performed as additional work as referred to in Article 5.

4.2 As far as the Services consist of delivering (standard) booking websites, these will be considered delivered as soon as Customer gets access to the Platform environment with which he can configure the relevant booking website(s) and publish them online.

Article 5. Additional work
5.1 If a customer requires services that extend beyond the agreed upon Service(s), including requested changes to the Service(s) or Platform, such services will be considered additional work. Such additional work will be performed, upon mutual agreement, on a post-calculation basis at PackXGen's hourly rate applicable at the time of Customer's request in question, unless the Parties agree otherwise.

5.2 PackXGen has the right to refuse requests for additional work and has the right to impose additional conditions to the execution thereof and/or to require that Customer, if it wishes to purchase the additional work in question, enters into an additional, separate agreement with PackXGen for this purpose.

Article 6. Account
6.1 In order to facilitate Customer's access to the Service, PackXGen will (i) allow Customer to create an Account and allow the Customer to provide login credentials (username and password) to access the Account or (ii) prepare an Account and login information for Customer, and allow Customer to change (part of) its login details. In order to use the Account, customers must provide billing details in the form of credit card information during Account creation.

6.2 All login credentials provided by PackXGen in the performance of the Agreement are strictly personal and may not be shared with third parties.

6.3 PackXGen may assume that everything that happens from the Accounts to which PackXGen has provided Customer with login credentials is done under the direction and supervision of Customer. 

6.4 If login details of an Account are lost or leaked, Customer will immediately take all measures reasonably necessary and desirable to prevent misuse of the Account. These measures may include, for example, changing the password or blocking the Account. Customers will also immediately notify PackXGen, so that any additional measures can be taken to prevent abuse of the Account.

Article 7. Hosting and Fair use
7.1 If the Service extends to making websites and/or other applications available via the Internet (hereinafter "Hosting"), the provisions of this Article 7 shall apply.

7.2 PackXGen may set a limit to the amount of data traffic and storage which Customer may or actually can use through the Service. If the Parties have not agreed on this, a limit based on fair use will apply.

7.3 Fair use exists if Customer uses at most twice as much data traffic and storage as other customers of PackXGen would do in a comparable situation.

7.4 If a customer uses more than allowed under the Agreement, PackXGen has the right to charge an additional amount afterwards in accordance with PackXGen's usual tariffs.

7.5 PackXGen is not liable if the Service is not accessible or does not function properly when the applicable fair usage limits are exceeded.

Article 8. Availability and Maintenance
8.1 PackXGen applies all commercially reasonable efforts to keep the Platform available at all times. However, PackXGen offers no guarantees for quality or availability. PackXGen in turn depends on its own suppliers for this.

8.2 PackXGen has the right to temporarily put its systems, networks or parts thereof out of service for Maintenance purposes. PackXGen will try to have such downtime take place during quiet hours as much as possible, and will make all commercially reasonable efforts to timely notify customers of any downtime. However, PackXGen will never be liable for compensation of damages in connection with such a shutdown.

8.3 PackXGen may make changes to the features or functionalities of the Platform and Service(s). PackXGen will apply all commercially reasonable efforts to inform customers about this as timely as possible. Unless expressly agreed otherwise in writing, PackXGen is not obliged to maintain, modify or add certain features or functionalities of the Platform specifically for Customer.

Article 9. Support
9.1 PackXGen provides comprehensive documentation related to the Platform for troubleshooting and general usage support, including a "frequently asked questions" section. This documentation is available through the Website.

9.2 PackXGen will provide a reasonable level of support to Customer regarding questions about the Platform. The support is offered through a Helpdesk which is available during business hours both by phone and email. See also the support page on the Website. PackXgen assumes that Customer first consults the documentation before contacting the Helpdesk. PackXGen can refer Customer back to the documentation if his question or request can be solved with the help thereof.

9.3 PackXGen strives to handle Helpdesk requests within a reasonable period of time. Depending on the nature of the request, the time required for responding to notifications and resolving notifications may vary.

Article 10. Data
10.1 Data that Customer stores or processes via the Platform is and remains the property of Customer. The control over the Data is therefore at all times vested in the Customer. PackXGen has a limited right to use the Data for the provision of the Services, including future aspects thereof.

10.2 If Customer sends information to PackXGen, for example feedback about an error or a suggestion for improvement, Customer grants PackXGen an unlimited and perpetual right to use this information for the Platform. The foregoing does not apply to information which Customer expressly marks as confidential.

10.3 The customer is solely responsible for the provision of Data to the Platform. PackXGen is not liable for any inaccuracies after loading or when synchronizing the Data, unless there is intent or deliberate recklessness on the side of PackXGen.

Article 11. Use of the Platform
11.1 Customer may only use the Platform in and for the benefit of its own business in accordance with the Agreement. Customer is not permitted to make the Platform available to third parties.

11.2 Customer is fully responsible for the acts and omissions of its own Users in their use of the Service. Customer indemnifies PackXGen for claims of its Users in connection with all damages and costs arising from and/or related to its Users' use of the Service.

11.3 Customer warrants that the Platform will not be used for activities in violation of any applicable laws or regulations. In addition, it is expressly prohibited (whether lawful or not) to offer, store or distribute through the Platform any materials that:
a) contain malicious content (such as malware or other malicious software);‍
b) infringe the rights of third parties (such as Intellectual Property Rights), or in PackXGen's opinion are libelous, defamatory, offensive, discriminatory or hateful;
c) violate the privacy of third parties, including but not limited to the dissemination of personal data of third parties without permission or necessity; or
d) contain hyperlinks, torrents or references with (locations of) materials that infringe copyrights or other Intellectual Property Rights.

11.4 Customer determines what Data is stored using the Platform and is fully responsible for how Customer and its Users use the Platform. PackXGen has no knowledge of such Data or particular insight in Customer's use of the Platform. Customer is responsible for ensuring that the Data and the use of the Platform is lawful and does not infringe any rights of third parties.

11.5 Customer shall always promptly notify PackXGen electronically of any change in name, email addresses and other data which are important for the performance of the Service by PackXGen. The aforementioned change in data can be made through the Platform.

Article 12. Measures, notice and takedown
12.1 If PackXGen finds that Customer violated the Agreement or the applicable law, or receives a complaint regarding such, PackXGen will inform and warn Customer thereof. If this does not lead to an acceptable solution, PackXGen may itself intervene to end the violation. If necessary, PackXGen is entitled to temporarily block or limit the access by Customer to the Platform and/or to block and/or remove (or have removed) access to certain Data. In urgent or serious cases, PackXGen may intervene without warning. In connection with the foregoing, however, it will still apply all commercially reasonable efforts to notify Customer about such intervention as soon as possible. PackXGen will never be liable to pay compensation for damages in relation to measures specified in this Article 12.

12.2 If, in PackXGen's opinion, any nuisance, damage or other danger arises to the functioning of the Platform, in particular due to excessive sending of data, activities of viruses, Trojans and similar software, PackXGen has the right to take all measures which PackXGen reasonably considers necessary to avert or prevent this danger.

12.3 PackXGen has at all times the right to report detected criminal acts. Furthermore, PackXGen has the right to hand over the name, address, IP address and other identifying data of Customer to a third party complaining about an infringement by Customer of its rights, provided that the applicable legal or jurisprudential requirements are met.

12.4 Customer will indemnify and hold PackXGen harmless from any claim, charge or lawsuit of any third party in connection with (the content of) the data traffic or Data posted or distributed by Customer and/or its Users, through (the use of) the Platform.

Article 13. Exit
13.1 PackXGen will, in case of a valid termination of the Agreement, and in accordance with the Agreement, at the request of Customer, the request of which must have been submitted before or at the time of the termination, use its best efforts to provide cooperation in order to enable transfer of Data to another service provider. The foregoing is at all times limited to the possibilities as offered by PackXGen and applies only if

13.2 For the cooperation referred to in the previous paragraph, PackXGen will apply its then current hourly rate for Customer. All costs of the transfer to another service provider shall be borne by Customer.

Article 14. Intellectual Property Rights
14.1 All Intellectual Property Rights vested in the Service and other materials developed and/or made available by PackXGen under the Agreement are vested exclusively in PackXGen or its licensors, unless otherwise agreed in writing.

14.2 Customer is granted a non-exclusive, non-transferable and non-sublicensable right to use the Service and related provided materials for the duration of the Agreement and in accordance with the conditions set forth in the Agreement.

14.3 Customer is not entitled to make any changes to the Service and Customer is not entitled to a copy of the source code, except as permitted by mandatory law. Customer is not permitted to retrieve the source code by means of reverse engineering or decompilation, except in cases where this is permitted by mandatory law.

14.4 PackXGen may take (technical) measures to protect the Service or materials (developed or made available by PackXGen). If PackXGen has taken such security measures, Customer is not permitted to circumvent or remove them.

14.5 Customer is not allowed to remove or modify any indication of Intellectual Property Rights. It is also prohibited to remove any indications of confidentiality from the Service or materials (developed or made available) of PackXGen.

Article 15. Pricing
15.1 All prices quoted by PackXGen are in euros, exclusive of sales tax and other government levies.

15.2 PackXGen has the right to increase its prices annually with a maximum of 5% or indexation according to the consumer price index of Statistics Netherlands (CPI), without the possibility for Customer to terminate the Agreement.

15.3 Prices can also be increased by PackXGen at any time if the rates of its suppliers of for example electricity, data center, software and (public) cloud solutions increase. This without the possibility for Customer to terminate the Agreement.

15.4 Without prejudice to the provisions of Articles 15.2 and 15.3, PackXGen has the right to increase the prices charged at any time. PackXGen will notify Customer of this at least three (3) months in advance. In case of such a price increase, Customer has the right to terminate the Agreement, subject to a notice period of one (1) month until the date on which the price change is implemented.

15.5 In respect of the Service performed by PackXGen and the amounts due by Customer therefor, the relevant documents and data from PackXGen's administration or systems will constitute compelling and complete evidence, without prejudice to Customer's right to provide evidence to the contrary.

Article 16. Payment
16.1 Any amounts due under the Agreement must be paid by credit card, unless Parties agree otherwise. Customer must keep the relevant billing information up to date in its Account at all times. PackXGen will invoice the amounts due by Customer under the Agreement electronically and in advance.

16.2 The term of payment of an invoice is thirty (30) days after the invoice date, unless otherwise agreed in writing.

16.3 Customer is not permitted to suspend or set-off its payment obligations, on any account whatsoever.

16.4 PackXGen is entitled to set off Customer's claims against PackXGen against PackXGen's claims, for whatever reason, against Customer.

16.5 If after the expiration of the period referred to in Article 16.2, no (full) payment has been received by PackXGen, Customer is immediately in default, without prior demand, summons and/or notice of default being required. From the moment of default, Customer will owe statutory commercial interest.

16.6 If Customer remains negligent in paying the claim after a demand for payment, PackXGen may transfer the claim to a third party. In that case, the costs incurred by PackXGen, such as litigation costs and extrajudicial and judicial costs, including the costs of legal assistance, bailiffs and debt collection agencies, will be borne by Customer.

16.7 All claims of PackXGen are immediately due and payable if Customer is declared bankrupt, Customer applies for or is granted a moratorium, Customer's operations are terminated or Customer's business is liquidated.

Article 17. Confidentiality
17.1 Parties will keep confidential any information they provide to each other before, during or after the execution of the Agreement if this information is marked as confidential or if the receiving Party knows or should reasonably suspect that the information was intended to be confidential (hereinafter: “Confidential Information”). The Parties shall also impose this obligation on their employees as well as third parties engaged by them for the performance of the Agreement.

17.2 Parties shall ensure that Confidential Information receives the same level of protection against unauthorized access or use as its own Confidential Information, but at least a reasonable level of protection.

17.3 Confidential Information shall not include information that was already in the public domain at the time it came to the knowledge of the Receiving Party or subsequently became so through no fault of the Receiving Party, or that the Receiving Party received from a third party without a confidentiality obligation and that third party was not obliged to do so.

17.4 Both Parties shall keep confidential information strictly confidential and use it only to the extent necessary for the performance of the Agreement.

17.5 If a Party receives an order to release Confidential Information from a competent authority, it shall be entitled to do so. However, the releasing Party shall be informed of the order as soon as possible (in advance), unless this is not permitted. If the disclosing Party indicates that it wishes to take measures against the order (e.g. through summary proceedings), the receiving Party shall wait with release until this has been decided, insofar as this is legally possible.

17.6 The obligation of confidentiality shall continue even after termination of the Agreement for whatever reason, and for as long as the providing Party can reasonably claim the confidentiality of the information.

Article 18. Liability
18.1 PackXGen's liability for breach of its obligations under the Agreement, in tort and/or for any other reason, is limited to the amount paid by Customer for the performance of the Agreement during the six (6) months preceding the damage-causing event(s). This limitation of liability expressly applies also to warranties provided by PackXGen in the Agreement or otherwise. In no event, however, will PackXGen's total liability for damages on any account exceed EUR 20.000 (twenty-thousand euros).

18.2 Without prejudice to the provisions of the preceding paragraph, PackXGen is only liable for direct damage suffered by Customer. Direct damage means exclusively:
a) reasonable costs incurred by Customer to have PackXGen's performance comply with the Agreement;
b) reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of these Terms and Conditions;
c) reasonable costs incurred to prevent or limit damage, to the extent that these costs resulted in a limitation of direct damage within the meaning of these Terms and Conditions.

18.3 The limitations mentioned in the preceding paragraphs of this Article 18 cease to apply if and insofar as the damage is the result of intent or deliberate recklessness on the part of PackXGen.

18.4 The condition for any right to compensation for Customer is always that Customer reports the damage to PackXGen in writing within thirty (30) days after discovery thereof.

18.5 Any claim for damages against PackXGen expires by the mere lapse of twelve (12) months after the claim arose.

Article 19. Force Majeur
19.1 PackXGen is not bound to fulfill any obligation under the Agreement, including any warranty obligation agreed between the Parties, if PackXGen is prevented from doing so due to force majeure.

19.2 Force majeure in any case includes: network attacks, (d)dos attacks, attacks of malware or other malicious software, defectiveness of equipment, software or materials of Customer or third parties, governmental measures, electricity failure, Internet failure, failure of computer network or telecommunication facilities not under PackXGen's control, force majeure of PackXGen's suppliers, improper performance of obligations by PackXGen's suppliers, war, flood, fire and strike, occupation and general transportation problems.

19.3 In case of force majeure, PackXGen has the right to suspend its obligations under the Agreement without any obligation to pay damages to Customer.

19.4 If the force majeure situation lasts longer than three (3) months, each Party has the right to terminate the Agreement, without there being any obligation for PackXGen to pay damages to Customer.

Article 20. Term and termination
20.1 The Agreement is entered into for the term stated in the Offer. If no term is specified, the Agreement is entered into for the duration of twelve (12) months or for the duration necessary for the provision of the Service. The Agreement can only be terminated prematurely as stipulated in these Terms and Conditions or with the consent of both Parties.

20.2 If the Agreement is a continuing performance Agreement, in the absence of a written notice of termination in due time before the end of the aforementioned period, subject to three (3) months' notice, it shall be tacitly renewed for the same period, unless otherwise agreed in writing.

20.3 Each Party shall be entitled to terminate or dissolve this Agreement in whole or in part in the event of bankruptcy or suspension of payments of the other Party, as well as in the event of shutdown or liquidation of the business of the other Party. Dissolution of this Agreement based on an attributable shortcoming of PackXGen is only permitted after a notice of default which is as detailed as possible in writing and which gives a reasonable term to cure the shortcoming.

20.4 In case of dissolution, there will be no obligations to undo of what PackXGen has already delivered and related payment obligations. Amounts invoiced by PackXGen before the dissolution in connection with the Agreement will remain due in full and will become immediately payable at the time of dissolution.

Article 21. Transfer
21.1 Customer is not entitled to transfer the rights and obligations under the Agreement to any third party, including merger or acquisition, without PackXGen's written consent.

22.2 Customer gives PackXGen the right in advance, without needing the explicit consent of Customer, to transfer all or parts of the Agreement concluded between the Parties to parent, sister, and/or subsidiary companies or a third party in case of a merger or take-over. PackXGen will notify Customer of such transfers as soon as commercially reasonable.

Article 22. Amendments
22.1 PackXGen reserves the right to unilaterally modify or add to the Terms and Conditions, also with regard to already existing Agreements. Such amendments shall apply with respect to already concluded Agreements with observance of a period of thirty (30) days after (written) notice of the amendment via the Platform or otherwise.

22.2 Amendments of minor importance, amendments pursuant to the law and amendments for the benefit of Customer, may be made at any time.

Article 23. Miscellaneous
23.1 The Agreement is governed exclusively by Dutch law.

23.2 All disputes arising from the Agreement will be brought before the competent Dutch court for the district in which PackXGen has its registered office.

23.3 If any provision of the Agreement turns out to be void, this will not affect the validity of the entire Agreement. In that case, the parties will replace (a) new provision(s), which will reflect the intentions of the original Agreement and Terms and Conditions as much as legally possible.

23.4 Any reference to “written” or “in writing” shall also include e-mail, provided the identity of the sender and the integrity of the message can be properly verified.