Terms and Conditions Skoon Energy B.V.
Version 16-01-2023
I. Preamble
Skoon Energy B.V. (hereinafter referred to as “Skoon”) hosts an online marketplace (hereinafter referred to as “Skoon Sharing”) for clean mobile energy. Skoon Sharing enables companies having demand for clean mobile energy (hereinafter referred to as “Customers”) to search for, book and manage clean mobile energy solutions from companies that own such clean mobile energy assets (hereinafter referred to as “Providers”). Customers and Providers are collectively hereinafter referred to as “Users”.
In addition, Skoon Sharing offers Customers further functionalities such as simulating simple energy projects, requesting a possible clean mobile energy solution from selected Providers, monitoring the rented energy assets, the administration of projects, obtaining feedback reports on energy use, other features that may be developed in the future, as well as access to a knowledge base provided by Skoon.
Skoon Sharing integrates with the internal rental management software for energy asset owners (hereinafter referred to as “Skoon Suite”). Skoon Suite is a business management tool that can be used by Providers to manage a fleet of energy assets.
This document describes the terms and conditions (hereinafter referred to as “T&C”) which shall apply to all Agreements between any User of Skoon Sharing (whether Customer or Provider) and Skoon Suite. When a User agrees to the T&C it is referred to as the User Agreement.
Content
I. Preamble
Content
II. Definitions
- USER AGREEMENT SKOON SHARING AND SKOON SUITE
- GENERAL TERMS SKOON SHARING
- RENTALS THROUGH SKOON SHARING
- GENERAL TERMS SKOON SUITE
- INTELLECTUAL PROPERTY
- WARRANTY AND LIABILITY
- GENERAL PROVISIONS
II. Definitions
In this Terms & Conditions the following capitalised words and expressions shall have the following meanings:
| Terms & Conditions | means all terms and conditions relating to doing business with Skoon or relating to using the software of Skoon, hereinafter referred to as “T&C”; |
| Customer | means a company having demand for energy; |
| Provider | means a company owning one or more energy assets; |
| User | means Customers and Providers collectively; |
| Skoon Sharing | online marketplace for clean mobile energy; |
| Skoon Suite | rental and business management software for Providers; |
| Agreement | means when a User accepts the T&C of Skoon; |
| Contract | a(n) (electronically) signed quotation, an approved booking on Skoon Sharing or similar; |
| Material | (part of) a hardware system that delivers or contributes to the delivery of energy; |
| Schedule of Condition | a document covering the state of a system before and after a project; |
| In Writing | by email, registered mail, or via Skoon Sharing. |
| Defect | any fault, imperfection or shortcoming in the quality, quantity, potency, purity or standard which is required to be maintained by or under any law for the time being in force under any contract, express or implied or as is claimed by the Provider in any manner whatsoever in relation to any Material; |
| Rental Confirmation | a(n) (electronically) signed rental confirmation, an approved booking on Skoon Sharing or similar; |
| The Company | Skoon Energy B.V. (“Skoon”), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands, having its official seat in Den Haag, the Netherlands, and its office address at Weena 690, 3012 CN Rotterdam, the Netherlands and registered with the trade register under number 70507813. |
1. USER AGREEMENT SKOON SHARING AND SKOON SUITE
1.1. Subject matter of the User Agreement
1.1.1. The User Agreement shall regulate access to Skoon Sharing for the purposes described in the preamble of these T&C. Skoon creates, operates and maintains Skoon Sharing and Skoon Suite. Where applicable, the subject matter of this Agreement shall exclude third party services/applications embedded in the platform. If required, a separate contractual relationship shall be established between the User and such third parties.
1.2. Conclusion of User Agreement
1.2.1. The User concludes a User Agreement with Skoon by way of accepting the T&C during the online registration procedure on Skoon Sharing or Skoon Suite.
1.3. Eligible users
1.3.1. Skoon Sharing and Skoon Suite are intended for the business-to-business space. By concluding a User Agreement according to article 1.2, the User shall guarantee to be representing a natural or legal person legally constituted with a minimum company size of one full-time employee or equivalent.
1.3.2. Furthermore, all Users must be persons of legal capacity who are at least 18 years of age. Solely eligible to conclude agreements with Skoon are Users, i.e. natural or legal persons or legally constituted partnerships, who act in an independent professional or business capacity when concluding legal transactions.
1.3.3. Any company representative of a User concluding an Agreement shall guarantee to Skoon that he or she is authorized or commissioned by the User to execute the respective action.
1.3.4. Skoon shall have the right to accept or to not accept a particular applicant for access and participation in Skoon Sharing or Skoon Suite. Without limiting the foregoing, Skoon Sharing and Skoon Suite are not available to persons under 18 years of age. Each User is responsible for what occurs on their account and must immediately report any unauthorized use of their account to Skoon.
1.3.5. A Provider on Skoon Sharing commits to only offering zero emission energy solutions, unless otherwise agreed.
1.4. Duration of the User Agreement
1.4.1. The duration of the Agreement is twelve months, starting with the first online registration procedure as described in section 1.2.
1.5. User Agreement extension
1.5.1. The duration of the User Agreement shall be automatically extended with twelve months if the Agreement is not cancelled by Skoon or the User on the final day of the User Agreement.
1.6. Terminations of the User Agreement
1.6.1. Both Skoon and the User have the right to cancel or terminate the User Agreement. If the User terminates the User Agreement the User still has to comply with the terms and conditions as set out in the User Agreement. Skoon is entitled to terminate the User Agreement with a specific User when the user fails to comply with this T&C or when Skoon deems this necessary. In such cases, Skoon also has the right to prevent the User from accessing Skoon Sharing or Skoon Suite without terminating the User Agreement.
1.7. Consequences in the event of User Agreement termination
1.7.1. After termination of the Agreement, the User shall no longer be allowed access to his/her account and cannot view tenders, proposals, any other user data or other content stored on Skoon Sharing or Skoon Suite. Skoon has the right to delete the content. Skoon has the right to continue providing its services in order to conclude any open transactions with other Users. Skoon reserves the right to inform other Users about the termination of a User Agreement.
2. GENERAL TERMS SKOON SHARING
This article outlines the basic principles of using Skoon Sharing and is applicable to all Users.
2.1. Account and profile
2.1.1. Users are required to create an account in order to be able to create a profile and access to Skoon Sharing. Use of Skoon Sharing is only possible if the mandatory information is provided. Users are obliged, inter alia, to specify a valid E-mail address as a username and a password. This E-mail address shall serve as the means of communication between the User and Skoon.
2.1.2. The User assures that the data used to create his account and profile is accurate and complete. If a User’s profile data has changed, the User is obliged to update his profile on Skoon Sharing immediately. Skoon has the right to inspect the specified account and profile data; however, it is not obliged to do so.
2.1.3. The account is bound to the User and may not be transferred to any third party without the explicit consent of Skoon. Similarly, unless explicitly approved by Skoon, Users are not authorized to allow third parties to access their accounts by using their login data.
2.2. Access and fees Skoon Sharing
2.2.1. Basic access to Skoon Sharing, as well as the basic functionality of Skoon Sharing, is free of charge for Users. Extended Services will be charged at extra cost and may include a different scope of functions or access rights for Users.
2.2.2. Should Skoon decide to charge or adjust fees for the various types of the services provided by Skoon Sharing, the Users who are affected by this adjustment will be informed at the time of their next log in after this adjustment.
2.2.3. Skoon reserves the right to change the pricing models, as well as to extend, modify or limit the functionality of Skoon Sharing or stop access to Skoon Sharing free of charge at any time.
2.3. Third party contract
2.3.1. Users might fulfil partnerships or contracts with third parties to enhance their business or operation. The creation and negotiation of partnerships, the related contract conclusion, and the fulfilment of the contract are solely the responsibility of the participating Users. The Users are also responsible for ensuring that the projects are in accordance with Dutch law and the law of the respective Users. Skoon can act as representative of any User and can become a contracting party in a third party contract concluded between a User and any third party, if agreed to do soon beforehand between Skoon and the User. The content of the third party contracts may not contradict these T&C.
2.4. Confidential processing of login data
2.4.1. The User is obliged to handle his login data with care, process it confidentially, and prevent abuse of the login data by any third parties. In particular, this means that login data must be protected against unauthorized disclosure, alteration, unauthorized access or attacks, regardless of their kind.
2.5. Data backup
2.5.1. Although the database of Skoon Sharing is updated on a daily basis, Skoon does not provide any guarantee for recovering any data in case of its loss. Users are obliged to perform daily backups of all data (e.g. profile data, project descriptions, offers etc.) related to their use of Skoon to such extent as is necessary.
3. RENTALS THROUGH SKOON SHARING
This article is focused on rental conditions when booking and renting an energy solution on Skoon Sharing and is applicable to all Users.
3.1. Start of rental
3.1.1. Customer will accept the Hardware Material in its current condition. The condition at the start of the Rental Period is recorded by or on behalf of Skoon in a Schedule of Condition (the delivery note) to be attached as an appendix to the Contract and initialed by the parties, which Schedule of Condition forms part of the Contract. If no Schedule of Condition has been prepared at the start of the Contract, the Material is deemed to have been delivered in the condition as defined in specifications sheet or on Skoon Sharing.
3.2. End of rental
3.2.1. At the end of the Rental Period the Customer is obliged to return the Material in the same condition at the start of the Contract. If no Schedule of Condition has been prepared at the start of the Contract, the Material will be returned by Customer to Provider at the end of the Contract or at the end of the use in the condition that Skoon may expect of a well-maintained item of the type to which the Contract relates.
3.2.2. The Material must be inspected by the parties together before the end of the Rental Period.
3.2.3. After the Material is returned to the Provider following the end of the Rental Period, Skoon will inspect the Material without delay. If this inspection reveals that there are defects other than those contained in the Schedule of Condition, Skoon will send Customer a Schedule of Damage which records the repairs that were found to be necessary.
3.3. Intended use and prohibition clause
3.3.1. The Material will remain the property Provider at all times, regardless of the length of the Contract.
3.3.2. The Material is only intended for use by Customer as specified in the Contract.
3.3.3. Customer is obliged to use the Material with due care in accordance with the intended use during the rental period.
3.3.4. Customer will immediately notify Skoon In Writing if the Material is seized or a claim is otherwise made on (any part of) the Material. In addition Customer will inform Skoon at its first request where the relevant Material is located.
3.3.5. In the event of seizure of (part of) the rented Material or (provisional) payment moratorium or bankruptcy on the part of Customer, Customer will immediately notify the seizing bailiff, administrator or receiver about Skoon’s (ownership) rights.
3.3.6. Customer – including its employees, auxiliary persons and/or other persons operating the Material on the instructions and/or under the responsibility of Customer – must only allow the Material to be used by (a) certified or qualified person(s) who is/are made familiar with the Material by Skoon or the Provider.
3.3.7. Customer is not permitted without Skoon permission In Writing:
3.3.7.1. to use the Material for a purpose other than that specified in the Contract;
3.3.7.2. to repair or dismantle the Material in full or in part;
3.3.7.3. to make changes in, on or to the Material and to add and/or attach items to it;
3.3.7.4. to have the Material moved outside the Usage Location or move it within the Usage Location;
3.3.7.5. to rent or sub-rent the Material to third parties or allow third parties to use the Material, or assign the rental rights to third parties in full or in part or to contribute the rental rights to a company or corporate entity; 3.3.7.6. to sell, assign or encumber the Material with a restricted right.
3.3.8. If Customer acts contrary to the provisions of article 3.3.4 and/or article 3.3.5, Customer will be liable to pay an immediately payable fine equal to 200% of the daily rental price per day that the breach continues, without prejudice to Skoon’s and/or Ultimate Owner’s right to compliance, dissolution and compensation of any and all costs and all damages suffered and to be suffered.
3.4. Maintenance, repair and use
3.4.1. Customer is obliged to notify Skoon or the Provider immediately if maintenance of the Material is necessary. If Customer fails to inform Skoon or the Provider in good time that maintenance is required, Customer is obliged to reimburse the loss suffered by Skoon or the Provider as a result of this omission.
3.4.2. The costs of maintenance, repair and replacement as a result of a material or construction defect will be borne by Skoon or the Provider. All other costs to be incurred for the maintenance, repair or replacement of the Material will be borne by Customer. The cost of energy and the costs of daily maintenance will be borne by the Customer.
3.4.3. Maintenance other than daily maintenance and/or any repairs may only be carried out by Skoon or the Provider unless Customer has been given permission In Writing to perform or commission that work itself.
3.4.4. Customer allows Skoon or the Provider access to the Material at all times so that Skoon or a third party appointed by Skoon or the Provider can carry out maintenance and repair work.
3.4.5. For the maintenance to be carried out by Skoon or the Provider or a third party appointed by it, apart from the work which cannot be delayed, Skoon or the Provider will discuss with Customer beforehand how as much account as possible can thereby be taken of Customer’s interests. If this work is carried out outside normal working hours at Customer’s request, the additional cost of this will be borne by Customer.
3.4.6. Customer will notify Skoon of Defects in the Material In Writing without delay. In that notification Customer will give Skoon or the Provider a reasonable period to start resolving a Defect which is Skoon or the Provider’s responsibility.
3.4.7. Customer is obliged to take preventative measures to prevent theft, misappropriation of and/or damage to the Material.
3.4.8. Customer is responsible for obtaining the required permissions, certificates, permits, licenses and/or exemptions for the use of the Material. The associated costs will be borne by Customer. Additional costs such as levies, charges, taxes and payments imposed in connection with (the use of) the Material will be borne by Customer from the Delivery of the Material, even if the demand for these is addressed to Skoon.
3.4.9. Customer shall, in the performance of this Agreement and/or the use of or in connection with the Material, comply with all applicable laws, executive orders, regulations, ordinances, proclamations, demands and requisitions of any provincial, state or local governmental authority which may now or hereafter be applicable.
3.4.10. Customer is obliged to properly insure the Material from the moment of Delivery throughout the term of the Contract and to keep it insured against all insurable risks and losses which may arise to or through the Material .
3.4.11. Skoon or the Provider has the right to inspect the Material at the Customer from time to time. If Skoon or the Provider believes that the Material is being used incorrectly or is being neglected, Skoon or the Provider is entitled to take possession of the Material and/or to restore it or have it restored to a good condition and state of maintenance, all at Customer’s expense. If a situation arises as described in this paragraph, Skoon or the Provider or a third party to be appointed by Skoon is entitled to recover the Material free of all rights on the part of Customer. In that case Skoon or the Provider or a third party to be appointed by Skoon is entitled to enter Customer’s sites and buildings as well as, if that is another place, any and all sites and buildings where the Material is located in order to access and take possession of the Material. Customer is obliged to take the necessary steps in order to enable Skoon or the Provider or a third party to be appointed by it to exercise its rights, and must remove items that have not been supplied by Skoon which are located in, on or with the Material in good time.
3.4.12. Skoon or the Provider has the right to replace the Material during the term of the Contract with at least an equivalent energy solution without this giving Customer the right to dissolution or compensation.
3.5. Delivery and pick-up
3.5.1. The rental period starts at the date and time as agreed in the Contract.
3.5.2. The rental period ends on the date as specified in the Contract (the “off rent date”) without prejudice to Skoon or the Provider’s right to terminate the Contract earlier on the basis of [article 14]. If the rented Material has not been returned to Skoon or the Provider on the off rent date (complete and in good condition), a new Contract will be deemed to have been concluded under the same terms for an indefinite period unless Skoon or the Provider notifies Customer otherwise within two (2) weeks of the end of the original rental period.
3.5.3. Unless agreed otherwise, Skoon or the Provider or a third party to be appointed by Skoon will deliver the Material to a place specified by Customer. Skoon or the Provider or a third party to be appointed by Skoon has the right to deliver the Material to another place within the Usage Location. Customer must ensure that the place of delivery is easily accessible and suitable for delivery and placing of the rented Material.
3.5.4. If Customer arranges transportation of the rented Material itself (and therefore collects the Material from Provider) the transportation will be at Customer’s risk and expense. Customer will indemnify Skoon or the Provider against possible claims by third parties in this regard. Customer which arranges its own transportation also declares that it is aware of all applicable laws and regulations relating to the transportation of hazardous substances and will comply with these laws and regulations at all times.
3.5.5. Skoon or the Provider will specify an approximate delivery time. The agreed times are indicative and not of the essence unless explicitly agreed otherwise.
3.5.6. If there are circumstances other than those of which Skoon or the Provider was aware when it specified the delivery time and/or execution period, Skoon or the Provider can extend and/or modify the delivery time insofar as this is necessary in order to perform the assignment under the circumstances. If Skoon or the Provider‘s obligations are suspended, the delivery time will be extended by the length of the suspension. In the event of force majeure or unworkable conditions, such as unworkable weather, the delivery time will be extended by the resultant delay.
3.5.7. The delivery time only starts when Contract has been reached on all commercial and technical details and all necessary information is in Skoon or the Provider’s possession and the necessary conditions for the performance of the assignment have been met.
3.5.8. Breaches of the agreed delivery time never give Customer the right to compensation unless explicitly agreed otherwise In Writing.
3.5.9. Customer must ensure that a person is present to receive the Material during the agreed time of delivery. If no-one is present at the time of delivery, Skoon or the Provider has the right to take the Material away again. Customer will then be liable for the transport costs and all other additional costs.
3.5.10. Receipt will be deemed to have been refused if the Material is offered for delivery but delivery has not been found to be possible. The day on which receipt is refused is considered the day of delivery and Customer will be obliged to pay the agreed charges to Skoon or the Provider.
3.5.11. Customer indemnifies Skoon or the Provider against all loss and costs, including lost turnover and profit, as a result of non-delivery, late delivery or incomplete delivery.
3.6. Rental period extension
3.6.1. The duration of the Rental Period is defined in Skoon’s quotation, booking on Skoon Sharing or similar Contract as accepted by the Customer.
3.6.2. Extension of the Rental Period after the end of the initial Rental Period under the same conditions must be requested In Writing by the Customer at least 7 (seven) days before the expiry of the Rental Period. Skoon holds the final right not to extend the rental period. The approval by Skoon is only valid when communicated in writing. In the event that Skoon or the Provider refuses the extension of the Rental Period, the Equipment must be made available for collection as originally agreed to.
3.7. Complaints
3.7.1. Customer must fully inspect the Material immediately after delivery. Any Complaints about faults or defects with regard to the Material must be notified to Skoon In Writing and with reasons within two (2) hours of delivery. Faults or Defects which could demonstrably not have been discovered earlier must be notified to Skoon In Writing and with reasons as soon as they are discovered and no more than fourteen (14) days after delivery. Exceeding this term of forfeiture will lead to a loss/forfeiture of Customer’s right to obtain compliance and/or any other remedy with regard to the Defect and/or complaint in question.
3.7.2. If and insofar as a complaint by Customer is justified in accordance with this article (to be determined at Skoon or the Provider’s full discretion), Customer is entitled to either (to be determined at Skoon or the Provider’s full discretion):
3.7.2.1. rectification of the Defect free of charge;
3.7.2.2.replacement of the relevant component of the Material free of charge;
or 3.7.2.3. cancellation of the Contract and money back for the period that the Material could not be used due to a justified complaint, each of these without the Customer being entitled to any compensation. Complaints will not be accepted if the Defect will not prevent or significantly impede the use of the Material.
3.7.3. Complaints and other objections about the work, the Material and/or the invoice amount do not suspend Customer’s payment obligation with respect to Skoon or the Provider.
3.8. Return and risk
3.8.1. Customer may not return the Material before the end of the agreed rental period without Skoon or the Provider’s permission In Writing. The costs of an earlier return will be borne by Customer.
3.8.2. Customer must ensure that there is someone present to return the Material. If there is no-one present at the time of collection, Skoon or the Provider can still recover the Material. If a dispute should arise about the question of whether the Material has been left in good condition or the correct number (which also includes a number of operating hours) has been specified by the Customer, the burden of proof in this regard expressly lies with Customer.
3.8.3. The Material must be ready at the Usage Location. If the Material has not been prepared for transportation in an orderly fashion, the Customer will be liable for an extra day rental fee plus, to the extent applicable, transportation costs, without prejudice to Skoon or the Provider’s right to additional compensation.
3.8.4. When returning the Material Customer is obliged to check whether the Material of that Material meet the applicable statutory (Dutch) standards, as well as the specification sheet, and if this is not the case, to take steps to comply with those standards at Customer’s own expense. If Customer fails to comply with this obligation, it is fully liable for the loss suffered and to be suffered by Skoon or the Provider.
3.8.5. If it is stipulated that Customer will collect the rented Material from Skoon or the Provider, the Contract will end at the time when the Material has been returned to Skoon or the Provider by Customer, on condition that the Schedule of Condition has also been signed by the Customer. If the parties have agreed that Skoon or the Provider will collect the Material from Customer, the Contract will end of the moment that the Material is checked out with Skoon or the Provider by Customer In Writing.
3.9. Damage and loss
3.9.1. Damage to the Material caused within the period when Customer is responsible for the rented Material must be notified to Skoon immediately after discovery and certainly within twenty-four (24) hours of the damage occurring.
3.9.2. In the event of theft/ misappropriation/loss of Material, the Customer is obliged to notify this to Skoon within twenty-four (24) hours of discovery and to report the theft /misappropriation/loss to a police station. Customer is also obliged to provide Skoon with (a copy of) the police report. If the Customer fails to report the loss and/or provide Skoon with a police report, the theft will be treated as misappropriation on the part of Customer.
3.9.3. The costs incurred by or on behalf of Skoon or the Provider to assess damage, repair and/or cleaning costs for the Material will be borne directly by Customer. Customer accepts in advance that loss adjustment will be carried out at the Customer’s expense by a certified loss adjustment firm appointed by Skoon or the Provider if Skoon or the Provider deems this desirable and, in other cases, a loss adjustment will be carried out by Skoon or the Provider.
3.9.4. The Customer is held liable for the direct and indirect losses suffered and to be suffered by Skoon or the Provider in connection with the Material, regardless of whether it is responsible for the damage, the loss, theft or misappropriation of the rented Material or the rented Material being made unusable or worthless.
3.10. Early termination
3.10.1. If:
a. Customer applies for its own bankruptcy, is declared bankrupt or applies for a payment moratorium; or
b. a decision is made to liquidate Customer or terminate Customer’s business activities or to sell Customer’s business activities and/or the liquidation, termination or sale commences or the nature of Customer’s business activities changes significantly in Skoon’s opinion; or
c. Customer fails to comply (in full) with any of its obligations with respect to Skoon under the law or under Contractual terms; or
d. Customer fails to pay an invoice sum or part thereof within the stipulated period; or
e. all or part of Customer’s assets are seized, Customer is deemed to be legally in default and Customer’s (remaining) debt with respect to Skoon or the Provider will become payable immediately. Skoon or the Provider is then entitled to terminate the Contract in full or in part without notice of default or judicial intervention and without prejudice to Skoon or the Provider’s other rights, such as rights with regard to penalties which have already been imposed, interest and the right to suspension and/or compensation of any and all damages suffered and to be suffered by Skoon or the Provider including loss of turnover and profit. Skoon or the Provider is not obliged to pay any compensation to Customer in the event of termination of the Contract in accordance with the provisions of this article.
3.10.2. If a situation arises as described in paragraph 1, Skoon or the Provider or a third party to be appointed by Skoon or the Provider is entitled to recover the Material free of all rights on the part of Customer and without the obligation to return the Material to Customer. In the cases described in the above paragraphs Skoon or the Provider or a third party to be appointed by Skoon or the Provider is entitled to enter Customer’s sites and buildings as well as, if that is another place, any and all sites and buildings where the Material is located in order to take possession of the Material. Customer is obliged to take the necessary steps in order to enable Skoon or the Provider to exercise its rights, and must remove items that have not been supplied by Skoon or the Provider which are located in, on or with the Material in good time.
3.11. Payment Agreement with Users
3.11.1. An Agreement is only formed if and insofar as Skoon or the Provider has issued a Rental Confirmation or has entered into an Agreement with a Customer. The Agreement is deemed to have been formed at the moment when Skoon or the Provider has sent the Rental Confirmation, or the Agreement has been signed by the Customer or otherwise confirmed.
3.11.2.The Customer is deemed to accept the content of the Rental Confirmation unless it informs Skoon in writing within one (1) working day after the date of the Rental Confirmation that it does not agree with the content.
3.11.3.In the event of work for which no Quote or Rental Confirmation is sent in connection with nature and scale, the invoice also serves as proof of the formation of the Agreement.
3.11.4.An Agreement is only formed if and insofar as Skoon has issued a Rental Confirmation or has entered into an Agreement with a Customer. The Agreement is deemed to have been formed at the moment when Skoon has sent the Rental Confirmation, or the Agreement has been signed by the Customer or otherwise confirmed.
3.11.5.The Customer is deemed to accept the content of the Rental Confirmation unless it informs Skoon in writing within one (1) working day after the date of the Rental Confirmation that it does not agree with the content.
3.13. Cancellation
3.12. In the event of work for which no Quote or Rental Confirmation is sent in connection with nature and scale, the invoice also serves as proof of the formation of the Agreement.
3.13.1. If an offer is accepted by the Customer, Skoon or the Provider has the right to cancel the Contract unilaterally at least two (2) working days before the commencement of the agreed delivery period for the Material. If Skoon exercises this (unilateral) right, it is never obliged to pay any compensation to the Customer.
3.13.2. The Customer can, in principle, cancel the Contract before the time of the provision of the Material. However, the Customer will then be liable for the following charge
- 0% of the net rental charge for the Material in the event of cancellation more than four (4) weeks before the time of the provision of the Material;
- 50% of the net rental charge for the Material – including to the extent applicable the transportation costs – in the event of cancellation one (1) week or more but less than four (4) weeks before the time of the provision of the Material;
- 100% of the net rental charge for the Material – including to the extent applicable the transportation costs – in the event of cancellation less than one (1) week before the time when the Material would have been made available to the Customer.
3.13.3. Should the Customer terminate the Contract once the Rental Period has commenced, the Owner reserves the right to charge the Hirer the balance of the Contract
3.14. Prices
3.14.1. All quoted prices visible on Skoon Sharing exclude VAT and exclude all other levies, duties or charges payable in connection with the execution of the Contract. The prices also exclude transportation, delivery, dismantling and service/maintenance unless the parties have expressly agreed otherwise in the Contract. If prices or rates of price-determining factors such as wages, materials, currency exchanges, import duties, toll and ferry costs and insurance rates increase for any reason, Skoon or the Provider has the right to change the agreed prices.
3.15. In case of delay
3.15.1. If the execution of the Contract by Skoon or the Provider is delayed as a result of the failure to provide information or instructions or other causes attributable to the Customer, Skoon or the Provider is entitled to increase the prices as compensation for the additional costs resulting from this.
3.15.2.If the Material is used for a more significant number of hours per day or per week than agreed, the Customer must immediately notify Skoon of this In writing, and the Customer is liable to pay the corresponding higher rental charge to Skoon or the Provider.
3.16. Payment
3.16.1. The Customer must pay Skoon’s invoices within the earliest of thirty (30) days of the date of invoicing or the date indicated on the Invoice, without any discount, deduction or offsetting. The Customer is not entitled to suspend its payment obligation. Skoon or the Provider is entitled to invoice in instalments.
3.16.2.If the Customer has not fulfilled its obligations with respect to Skoon or the Provider within the agreed payment period, the Customer will be legally in default without the need for any notice of default. From the moment when the Customer is in default until the day of full payment, Skoon or the Provider is entitled to charge the Customer a late payment interest of 2% on the amount owed per month or part thereof, without prejudice to Skoon or the Provider’s right to compliance, dissolution or compensation.
3.16.3.All costs associated with the collection of the sums invoiced by Skoon or the Provider (including the extrajudicial collection costs) will be borne by the Customer. The extrajudicial collection costs are equal to 15% of the principal sum with a minimum of €250 excluding VAT.
3.16.4.The Customer is always obliged to make advance payments when entering or after entering into the Contract at Skoon or the Provider’s first request to that end equal to the amounts specified by Skoon or the Provider and/or provide security for compliance with its obligations. Skoon or the Provider is not obliged to pay interest on advance payments or any security provided by the Customer.
3.16.5. Invoices will be deemed to have been accepted by the Customer if Skoon or the Provider has not received any objection to them In Writing within seven (7) days of the date of invoicing. Disputing the correctness or objecting to the invoice does not result in any suspension of the Customer’s payment obligation.
3.17. Payment Agreement with Providers
3.17.1. An Agreement is only formed if and insofar as Skoon or the Provider has issued a Rental Confirmation or has entered into a Contract with a Provider. A Contract is deemed to have been formed at the moment when Skoon has sent the Rental Confirmation, or a Contract has been signed by the Provider or otherwise confirmed.
3.17.2. The Provider is deemed to accept the content of the Rental Confirmation unless it informs Skoon in writing within one (1) working day after the date of the Rental Confirmation that it does not agree with the content.
3.17.3. In the event of work for which no Quote or Rental Confirmation is sent in connection with nature and scale, the invoice also serves as proof of the formation of the Agreement.
3.18. Cancellation
3.18.1. Skoon or its provider can, in principle, cancel the Agreement before the time of the provision of the Material. However, the Provider will then be liable for the
following charge if no alternative with at least similar technical capabilities can be offered:
- 0% of the net rental charge for the Material in the event of cancellation more than (four) 4 weeks before the time of the provision of the Material.
- 50% of the net rental charge for the Material – including to the extent applicable the transportation costs – in the event of cancellation one (1) week or more but less than four (4) weeks before the time of the provision of the Material;
- 100% of the net rental charge for the Material – including to the extent applicable the transportation costs – in the event of cancellation less than one (1) week before the time when the Material would have been made available to the Customer.
3.19. Insurance
3.19.1. The Customer is responsible for insuring the Material and itself against all risks related to the Material at its own expense. These risks include theft, intentional and unintentional damage, fire, flood and all risks arising from the presence or operation of the Equipment at the Location (including, subject to the generality of the foregoing, legal liabilities to third parties arising from the operation of, or in connection with, the Material). This insurance must be maintained for the duration of the Rental Period . Any insurance monies received by the Customer with regard to those risks must, to the extent that Skoon or the Provider deems necessary, be applied at the instruction of Skoon or the Provider. Skoon or the Provider must be named as the beneficiary.
3.19.2. The Customer provides Skoon with proof of the Customer’s insurance prior to the delivery of any part of the Equipment. If the proof of the Customer’s insurance has not been received at the agreed time for delivery, the price of the exemption from the insurance obligation will be charged.
4. GENERAL TERMS SKOON SUITE
This article is focused on the general terms of Skoon Suite, the business management software for Providers on Skoon’s platform.
4.1. General use
4.1.1. The Provider and its personnel must use Skoon Suite in accordance with the Agreement solely for:
4.1.1.1. the Provider’s commercial and operational management required for listing its solution(s) on and running bookings through Skoon Sharing; and
4.1.1.2. the Provider’s own internal business purposes to assess commercial energy data and include the data and its analysis as part of strategy definition; and
4.1.1.3. lawful purposes [(including complying with the Unsolicited Electronic Messages Act 2007; and
4.1.1.4. not resell or make available Skoon Suite to any third party, or otherwise commercially exploit Skoon Suite.
4.2. Access conditions
4.2.1. When accessing the Skoon Suite, the Provider and its personnel must:
4.2.1.1. not impersonate another person or misrepresent authorisation to act on behalf of others or Skoon;
4.2.1.2. correctly identify the sender of all electronic transmissions;
4.2.1.3. not attempt to undermine the security or integrity of the Underlying Systems;
4.2.1.4. not use, or misuse, the Skoon Suite in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Skoon Suite;
4.2.1.5. not attempt to view, access, or copy any material or data other than:
4.2.1.6. that which the Provider is authorised to access; and
4.2.1.7. to the extent necessary for the Provider and its personnel to use the Skoon Suite in accordance with the Agreement;
4.2.2. neither use the Skoon Suite in a manner, nor transmit, input, or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect, or misleading; and
4.2.3. comply with any terms of use on the Website, as updated from time to time by Skoon.
4.3. Personnel
4.3.1. Without limiting clause 4.2, no individual other than a Permitted User may access or use the Skoon Suite.
4.3.2. The Provider may authorise any member of its personnel to be a Permitted User, in which case the Provider will provide Skoon with the Permitted User’s name and other information that Skoon reasonably requires in relation to the Permitted User.
4.3.3. The Provider must procure each Permitted User’s compliance with clauses 4.1.1 and 4.2 and any other reasonable condition notified by Skoon to the Provider. 4.3.4. A breach of any term of the Agreement by the Provider’s personnel (including, to avoid doubt, a Permitted User) is deemed to be a breach of the Agreement by the Provider.
4.4. Authorisations
4.4.1. The Provider is responsible for procuring all licences, authorisations and consents required for it and its personnel to use the Services, including to use, store and input Data into, and process and distribute Data through, the Services.
4.5. Fees
4.5.1. The Provider must pay to Skoon the Fees when using a paid version of Skoon Suite.
4.6. Invoicing and payment
4.6.1. Skoon will provide the Provider with valid VAT tax invoices on the dates set out in the Payment Terms, or if there are none, monthly in arrears for the Fees due in the previous month.
4.6.2. The Fees exclude VAT, which the Provider must pay on taxable supplies under the Agreement.
4.6.3. The Provider must pay the Fees:
4.6.3.1. on the dates set out in the Payment Terms, or if there are none, by the 24th of the month following the date of invoice; and
4.6.3.2. electronically in cleared funds without any set off or deduction.
4.7. Overdue amounts
4.7.1. Skoon may charge interest on overdue amounts. Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by Skoon’s primary trading bank as at the due date (or, if Skoon’s primary trading bank ceases to quote that rate, then the rate which in the opinion of the bank is equivalent to that rate in respect of similar overdraft accommodation expressed as a percentage) plus 2% per annum.
4.8. Increases
4.8.1. By giving at least 30 days’ notice, Skoon may increase the Fees once each Year (but not the first Year).
4.8.2. If the Provider does not wish to pay the increased Fees, it may terminate the Agreement on no less than 10 days’ notice, provided the notice is received by Skoon before the effective date of the Fee increase. If the Provider does not terminate the Agreement in accordance with this clause, it is deemed to have accepted the increased Fees.
4.9. Supplier access to Data
4.9.1. The Provider acknowledges that:
4.9.1.1. Skoon may require access to the Data to exercise its rights and perform its obligations under the Agreement; and
4.9.1.2. to the extent that this is necessary, Skoon may authorise a member or members of its personnel to access the Data for this purpose.
4.9.2. The Provider must arrange all consents and approvals that are necessary for Skoon to access the Data.
4.10. Analytical Data
4.10.1. The Provider acknowledges and agrees that Skoon may:
4.10.1.1. use Data and information about the Provider’s and the Provider’s end users’ use of the Services to generate anonymised and aggregated statistical and analytical data; [and]
4.10.1.2. use Analytical Data for Skoon’s internal research and product development purposes and to conduct statistical analysis and identify trends and insights; and
4.10.1.3. supply Analytical Data to third parties;
4.10.2.Skoon’s rights under clause 4.10.1 above will survive termination or expiry of the Agreement; and
4.10.3.title to, and all Intellectual Property Rights in, Analytical Data is and remains Skoon’s property.
4.11. Agent
4.11.1.The Provider acknowledges and agrees that to the extent Data contains Personal Information, in collecting, holding, and processing that information through the Services, Skoon is acting as an agent of the Provider for the purposes of the Privacy Act 2020 and any other applicable privacy law.
4.11.2. The Provider must obtain all necessary consents from the relevant individual to enable Skoon to collect, use, hold and process that information in accordance with the Agreement.
4.12. Backups of Data
4.12.1.While Skoon will take standard industry measures to back up all Data stored using the Services, the Provider agrees to keep a separate back-up copy of all Data uploaded by it onto the Skoon Suite.
4.13. International storage of Data
4.13.1.The Provider agrees that Skoon may store Data (including any Personal Information) in secure servers in Europe and may access that Data (including any Personal Information) in Europe and the Netherlands from time to time.
4.14. Indemnity
4.14.1.The Provider indemnifies Skoon against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by Skoon’s solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.
5. INTELLECTUAL PROPERTY
This article focuses on protecting intellectual property, making sure Skoon can deliver the best quality possible and is applicable to all Users.
5.1. Ownership
5.1.1. Subject to clause 5.1.2, title to, and all Intellectual Property Rights in, the Services, the Website, and all Underlying Systems is and remains the property of Skoon (and its licensors). The User must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
5.1.2. Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains the property of the User. The User grants Skoon a worldwide, non- exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of its rights and performance of its obligations in accordance with the Agreement.
5.2. Know-how
5.2.1. To the extent not owned by Skoon, the User grants Skoon a royalty-free, transferable, irrevocable and perpetual licence to use for Skoon’s own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by Skoon in the provision of the Services.
5.3. Feedback
5.3.1. If the User provides Skoon with ideas, comments or suggestions relating to the Services or Underlying Systems (together feedback):
5.3.1.1. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by Skoon; and 5.3.1.2. Skoon may use or disclose the feedback for any purpose.
5.4. Third party sites and material:
5.4.1. The User acknowledges that the Skoon Suite may link to third party websites or feeds that are connected or relevant to the Skoon Suite. Any link from the Skoon Suite does not imply any Supplier endorsement, approval, or recommendation of, or responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, Skoon excludes all responsibility or liability for those websites or feeds.
5.5. Third party Intellectual Property Rights indemnity
5.5.1. Skoon indemnifies the User against any claim or proceeding brought against the User to the extent that claim or proceeding alleges that the User’s use of the Skoon Suite in accordance with the Agreement constitutes an infringement of a third party’s Intellectual Property Rights (IP Claim). The indemnity is subject to the User:
5.5.1.1. promptly notifying Skoon in writing of the IP Claim;
5.5.1.2. making no admission of liability and not otherwise prejudicing or settling the IP Claim, without Skoon’s prior written consent; and
5.5.1.3. giving Skoon complete authority and information required for Skoon to conduct and/or settle the negotiations and litigation relating to the IP Claim. The costs incurred or recovered are for Skoon’s account.
5.5.2. The indemnity in clause 5.5.1* does not apply to the extent that an IP Claim arises from or in connection with:
5.5.2.1. the User’s breach of the Agreement;
5.5.2.2. use of the Skoon Suite in a manner or for a purpose not reasonably contemplated by the Agreement or otherwise not authorised in writing by Skoon; or
5.5.2.3. any third party data or any Data.
5.5.3. If at any time an IP Claim is made, or in Skoon’s reasonable opinion is likely to be made, then in defence or settlement of the IP Claim, Skoon may (at Skoon’s option):
5.5.3.1. obtain for the User the right to continue using the items which are the subject of the IP Claim; or
5.5.3.2. modify, re-perform or replace the items which are the subject of the IP Claim so they become non-infringing.
6. WARRANTY AND LIABILITY
6.1. Availability
6.1.1. Skoon shall endeavour to provide a failure-free operation of Skoon Sharing, Skoon Suite and allow Users access to the stored data. Naturally, this is limited to services within Skoon’s control. Nonetheless, the User explicitly acknowledges that it is not technically feasible for Skoon to offer complete, 100% availability. Notwithstanding, Skoon shall still endeavour to keep Skoon Sharing available for as long as possible. Users shall not have the right to file claims regarding availability. In particular, Skoon reserves the right to restrict access to Skoon Sharing, completely or partially, temporarily or permanently, due to maintenance works, capacity considerations and due to events, which are beyond Skoon’ control. Individual Users are also not allowed to pursue claims with regard to the preservation of certain functions and services by Skoon.
6.2. Limitation of liability
6.2.1. In case of slight negligence, Skoon may only be held liable for the violation of Agreement-essential obligations (cardinal obligations) for personal injuries and according to the provisions of the Product Liability Law. For the remaining part, Skoon’ pre-Agreementual, Agreementual and extra-Agreementual liability is limited to intent and gross negligence. This limitation of liability shall also apply in such cases where a vicarious agent of Skoon is at fault.
7. GENERAL PROVISIONS
7.1. Applicable time designation
7.1.1. For all time designations, time periods, dates and deadlines, the Central European Time and respectively the Central European Summer Time (CET / GMT+1 respectively CEST / GMT+2) shall be applicable.
7.2. Invalidity of individual provisions
7.2.1. Should one or several provisions of these T&C be or become invalid, this shall not affect the validity of the remaining provisions.
7.3. Applicable law and court of jurisdiction
7.3.1. The laws of the Netherlands shall apply. If the User is a commercial User, the place of jurisdiction for all disputes arising from or in connection with this Agreement, regardless of their legal foundation, shall be the registered office of Skoon at the time of conclusion of the Agreement.
7.4. Authorization to amend the Agreement
7.4.1. All alterations or additions to the Agreement must be made in writing (e.g. by letter or e-mail). This shall also apply to amendments to these regulations. Skoon has the right to amend the Agreements by observing a notice period of 30 days. If the T&C are amended, the User shall have the right to extraordinary termination, which must be enforced within one week of notification. If the User continues using Skoon Sharing, this right to extraordinary termination expires.
Log in to the platform is not considered as usage. This shall not affect the User’s remaining termination options.
7.5. Assignment and assumption of Agreement
7.5.1. Skoon has the right to assign this Agreement along with all rights and obligations to a company of its choice. The assignment shall become effective 30 days after the User has been notified. If this Agreement is assigned, the User shall have the right to extraordinary termination, which must be enforced within one week of notification.
