General Terms and Conditions
1. Definitions
1.1. In these Terms and Conditions: Agreement means the Agreement between Humanity Link and Customer comprising a cover agreement with annexes (including a Statement of Work and third party suppliers’ terms and conditions for Core Services) and these Terms and Conditions. Confidential Information means any non-public information disclosed between the parties. Customer Data means any data, information or material provided by the Customer to Humanity Link. Core Services means the telecom services, telecom infrastructure, international payment services and other services specified in the Agreement, as provided by the relevant third party suppliers to the Customer on separate terms and conditions. Fees means the fees and charges payable by the Customer for the Services. Humanity Link means Humanity Link B.V., a Dutch limited liability company having its registered office address at Helperpark, Unit 276-7, 9723ZA Groningen, the Netherlands, registered with the Dutch commercial register under number 93687842. Intellectual Property Rights means copyrights, patents, trademarks, trade secrets, design rights and other intellectual property rights. Services means (i) the Core Services from third party suppliers to the Customer and (ii) the engagement and management of Core Services by Humanity Link for the benefit of the Customer. Term means the initial term and renewal term of the Agreement as defined in clause 12. Terms and Conditions means these terms and conditions used by Humanity Link.
1.2. Defined terms in the Agreement will be capitalized. The definitions govern all interpretations of the Agreement.
2. General
2.1. Humanity Link leads in communication technology through its cutting-edge digital platform, transforming communication for non-profit organizations.
2.2. The Terms and Conditions shall apply to any current or future engagement between Humanity Link and the Customer for the provision of Services.
2.3. The Terms and Conditions shall be interpreted fairly and reasonably in the context and shall not be construed against Humanity Link. Any ambiguities in the interpretation of a term shall be resolved in a manner that best conforms to the term’s purpose.
2.4. These Terms and Conditions take precedence over any of the Customer’s standard terms of purchase or engagement. Amendments to the terms of the Agreement shall not be valid or binding unless made in writing and signed by authorized representatives of both parties.
3. Agreement
3.1. Design and User Experience. Humanity Link shall conduct design sessions in collaboration with the Customer to develop and finalize the user experience, including but not limited to the precise wording of all messages within the solution. The Customer shall be responsible for active participation in these design sessions to provide guidance and input on the desired user experience.
3.2. Account Creation and Connectivity. Humanity Link shall be responsible for the creation of all necessary accounts and the establishment of required connectivity for the implementation of the solution. The Customer shall be responsible for providing Humanity Link with all necessary information, including but not limited to API documentation, to facilitate the account creation and connectivity process.
3.3. Solution Development and Deployment. Humanity Link shall undertake the development of the solution, including all necessary integrations, and shall be responsible for its deployment.
3.4. User Acceptance Testing. The Customer shall conduct user acceptance testing of the solution as provided by Humanity Link.
3.5. Solution Revisions. Humanity Link shall, as deemed necessary based on the results of the user acceptance testing, make revisions to the solution to ensure it meets the agreed-upon specifications and requirements.
3.6. Go-Live Agreement. The Customer and Humanity Link shall mutually agree upon the go-live date for the solution, signifying the completion of the development and testing phases.
3.7. Support Phase. Upon successful deployment and go-live, the project shall enter the support phase. In the event of any issues arising during this phase, the Customer shall open support tickets by contacting support@humanity.link.
4. Scope of Services
4.1. Definition of Services. Humanity Link shall manage the Core Services specified in the Agreement.
4.2. Third party suppliers. In the performance of the Services, Humanity Link may engage and replace third party suppliers of Core Services on behalf and for the account of the Customer. Customer grants an unconditional and irrevocable power of attorney to Humanity Link to engage and replace third party suppliers in the name of the Customer.
4.3. Service Levels. Humanity Link shall provide the Services on a commercially reasonable effort basis. Humanity Link does not guarantee uninterrupted Core Services and shall not be liable for any disruptions of Core Services.
4.4. Exclusions. Humanity Link shall not be responsible for services, products or systems that are not provided directly by Humanity Link. Humanity Link shall not be responsible for the Customer’s use, content, applications or systems.
4.5. Restrictions on Use. The Customer shall use the Core Services only for lawful purposes. The Customer shall not use Core Services in a way that burdens Humanity Link’s or any third-party supplier’s systems. Humanity Link may suspend (or allow the third-party supplier to suspend) Core Services if used for illegal purposes or to protect systems.
4.6. Changes. Subject to third party supplier’s terms and conditions applicable to a Core Service, Humanity Link may change the Core Services or its rates with one (1) month prior written notice to the Customer. Humanity Link may discontinue Core Services by providing three (3) months prior written notice and assisting reasonably with migration.
5. Pricing and Payment
5.1. Fees. The Fees payable by the Customer for the Services shall be as specified in the Agreement.
5.2. Increase of Fees. Humanity Link reserves the right to increase the Fees at any time upon providing one (1) month’s prior written notice to the Customer.
5.3. Invoicing. Humanity Link shall arrange for invoicing the Customer monthly in advance for projected usage of the Core Services.
5.4. Payment terms. The Customer shall pay each invoice within thirty (30) days of the date of invoice without any right of set-off or deduction.
5.5. Late payment. If the Customer fails to make any payment by the due date, Humanity Link is entitled to suspend Core Services until due payment is made. Customer shall pay interest on the overdue amount at the rate of one percent (1%) per month.
5.6. Payment details. The Customer shall provide Humanity Link with valid, up-to-date and complete payment details and Humanity Link shall be entitled to charge such payment details for the Fees.
5.7. Declined payments. If a payment is declined, Humanity Link may suspend the provision of the Services to the Customer until payment is received in full.
5.8. Taxes. All Fees are exclusive of any applicable taxes which shall be added at the applicable rate. The Customer shall be responsible for payment of all taxes however designated.
5.9. Collection costs. The Customer shall indemnify Humanity Link from, and shall be responsible for payment of, all reasonable expenses, including attorneys’ fees, court costs and collection agency fees and commissions, incurred by Humanity Link in collecting any amounts owed by the Customer.
6. Confidentiality
6.1. Confidential Information means any non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall include Customer Data.
6.2. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
6.3. Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party shall, for the Term and 5 years thereafter: (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or otherwise make available Confidential Information to any third party; and (ii) only disclose Confidential Information to its employees, agents or professional advisors who need to know such information and who are bound to maintain the confidentiality of Confidential Information.
6.4. In the event that the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, unless legally prohibited, provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, the Receiving Party shall only disclose that portion of Confidential Information that its legal counsel advises in writing is legally required to disclose and shall use commercially reasonable efforts to ensure confidential treatment of such disclosed Confidential Information.
6.5. All Confidential Information is and shall remain the sole and exclusive property of the Disclosing Party. By disclosing Confidential Information to the Receiving Party, the Disclosing Party does not grant any express or implied right or license to the Receiving Party to or under any patents, copyrights, trademarks, or other intellectual property rights.
6.6. Upon termination or expiration of the Agreement, or earlier request of the Disclosing Party, the Receiving Party shall promptly return or destroy all documents and other tangible materials containing, summarizing, or describing Confidential Information of the Disclosing Party and delete all such Confidential Information from its systems.
7. Intellectual Property
7.1. Ownership of pre-existing IP. All Intellectual Property Rights owned by a party prior to the commencement of or independently from the Agreement shall remain vested in that party.
7.2. Ownership of new IP. Humanity Link shall solely own all Intellectual Property Rights in any reports, documents, templates, code or other materials developed or provided by Humanity Link in the course of providing the Services.
7.3. License to use. Humanity Link hereby grants to the Customer a non-exclusive, non-transferable, perpetual, irrevocable, royalty-free license to internally use guidelines, instructions and handouts provided by Humanity Link and for their intended purpose only.
7.4. Use of names and marks. Humanity Link may use the Customer’s names, logos, trademarks and other identifying marks for publicity or marketing purposes and Customer explicitly consents to this use by Humanity Link.
7.5. Ownership of suggestions. All suggestions, ideas, recommendations or other feedback provided by the Customer to Humanity Link pertaining to improvements on the Services shall be owned solely by Humanity Link.
8. Data Protection
8.1. Processing of personal data. Humanity Link shall process personal data only on behalf of the Customer for the performance of the Agreement. Humanity Link shall implement appropriate technical and organizational measures to ensure the security of processing of personal data. The Customer is responsible for the processing of personal data by the third party suppliers of the Core Services.
8.2. Data subject rights. Humanity Link shall assist the Customer in fulfilling data subject rights requests within the timelines required by law.
8.3. Data transfers. Humanity Link shall not transfer any personal data to countries outside the European Economic Area (EEA) without ensuring appropriate safeguards are in place.
8.4. Subprocessors. Humanity Link may engage subprocessors to process personal data on its behalf. It shall enter into written agreements with subprocessors containing data protection obligations equivalent to those in the Agreement.
8.5. Breach notification. Humanity Link shall notify the Customer without undue delay of any personal data breach. It shall provide reasonable assistance to the Customer regarding breach notifications to supervisory authorities/data subjects.
8.6. Deletion/return of data. Upon termination of the Agreement, Humanity Link shall delete or return all personal data to the Customer.
8.7. Records, compliance and audits. Humanity Link shall maintain records of processing activities and cooperate with the Customer regarding compliance requirements such as audits.
9. Warranties and Disclaimers
9.1. Authority. Each party warrants that it has full right and authority to enter into the Agreement.
9.2. Performance. Humanity Link will manage the Core Services substantially in accordance with the Agreement to the extent in its reasonable control and in a professional and workmanlike manner. Humanity Link does not warrant that the operation of the Core Services will be uninterrupted or error-free.
9.3. Third Party Services. In regard to the performance of the Core Services from third party suppliers, Humanity Link does not provide any warranties.
9.4. Disclaimer. Except as expressly provided herein, Humanity Link disclaims all other warranties including any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
10. Limitation of Liability
10.1. Humanity Link’s total liability for damages suffered by the Customer as a result of an attributable failure to perform the Agreement or an unlawful act shall be limited to compensation for direct damages up to a maximum of the amounts paid by the Customer under the Agreement in the 3 months preceding the claim.
10.2. Direct damages shall be exclusively understood to mean: the reasonable costs incurred to determine the cause and scope of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions; any reasonable costs incurred to have Humanity Link’s defective performance comply with the Agreement, unless it cannot be attributed to Humanity Link; reasonable costs incurred to prevent or limit damage, insofar as the Customer demonstrates that these costs resulted in limitation of direct damage as referred to in these general terms and conditions.
10.3. Humanity Link shall never be liable for any indirect damages, including consequential loss, loss of profits, lost savings and damage due to business interruption.
10.4. The limitations mentioned in article 10.1 up to and including 10.3 shall not apply if the damage is due to intentional act or omission or gross negligence on the part of Humanity Link.
10.5. The Customer must take all reasonable measures to limit the damage caused by an attributable failure in the performance of Humanity Link.
10.6. The parties agree that this limitation of liability reasonably secures the business interests of Humanity Link and allocates risks in a predictable, cost-effective manner for the benefit of both parties.
11. Indemnification
11.1. Third Party Claims. The Customer shall indemnify and hold Humanity Link harmless from and against any and all losses, damages, liabilities, claims, charges, actions, proceedings, demands, costs and expenses (including reasonable legal fees) which Humanity Link may sustain or incur as a result of any third party claim, proceeding, suit or action for actual or alleged infringement of third party Intellectual Property Rights or violation of applicable laws to the extent resulting from Customer Data or Customer’s use of the Core Services.
11.2. Exclusions. Neither party shall be liable to indemnify the other party under clauses 11.1 or 11.2 for any claim caused by the indemnified party’s breach of the Agreement, violation of law, negligence or willful misconduct.
11.3. Defense of Claims. The indemnifying party shall defend the indemnified party against any third party claim at the indemnifying party’s expense and be liable to the indemnified party for any settlements or damages arising from such third party claim.
11.4. Notice and Assistance. The indemnified party shall provide prompt written notice of the claim to the indemnifying party, tender sole control of the defense to the indemnifying party and provide reasonable assistance to the indemnifying party for the defense of the claim.
12. Term and Termination
12.1. Term. The Agreement shall commence on the Effective Date and continue for a period of one (1) year, unless earlier terminated in accordance with clause 12.2 below (the “Initial Term”). Upon expiration of the Initial Term, the Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term”) unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the Initial Term or any Renewal Term.
12.2. Termination for Convenience. Either party may terminate the Agreement for convenience by providing at least ninety (90) days’ prior written notice to the other party.
12.3. Termination for Cause. Either party may terminate the Agreement for cause:
(a) Upon thirty (30) days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or
(b) If the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
12.4. Effect of Termination. Upon termination of the Agreement:
(a) Customer shall pay all Fees owed for Services rendered through the date of termination within thirty (30) days of the effective date of termination;
(b) Each party shall return or destroy the other party’s Confidential Information and Intellectual Property Rights in its possession; and
(c) clauses 6, 7, 8, 9, 10 and 11 shall survive termination or expiration of the Agreement.
12.5. Post Termination Assistance. Humanity Link shall provide reasonable assistance to Customer for up to ninety (90) days following the effective date of termination or expiration to transition Services to Customer or a third party designated by Customer. Customer shall pay Humanity Link fees for such transition assistance at Humanity Link’s then-current rates.
13. Force Majeure
13.1. Definition. For purposes of the Agreement, “Force Majeure” shall mean any event beyond the reasonable control of a party, including war, civil unrest, natural disasters, pandemic, acts of government or other cause that prevents the party from performing for such period of time as such event renders performance commercially unreasonable.
13.2. Notice. If a party is prevented from or delayed in performing any of its obligations under the Agreement due to Force Majeure, it shall promptly notify the other party in writing setting out the nature and extent of the circumstances giving rise to Force Majeure.
13.3. Suspension of obligations. Upon the occurrence of a Force Majeure event, the obligations of the affected party shall be suspended to the extent that they are affected by the Force Majeure event. The affected party shall not be deemed to be in breach of the Agreement or otherwise liable to the other party for any delay in performance or any non-performance of its obligations under the Agreement to the extent that the delay or non-performance is due to a Force Majeure event.
13.4. Termination. If the Force Majeure event continues for more than 90 days, either party may terminate the Agreement upon 30 days’ written notice to the other party.
13.5. Payment obligations. The Customer’s obligation to pay for Services provided shall not be excused if its performance is delayed or prevented by a Force Majeure event affecting Humanity Link.
13.6. No liability. Neither party shall have any liability to the other for any breach, non-performance or delay in performance of its obligations under the Agreement occasioned by a Force Majeure event.
14. Notices
14.1. All notices given by one party to the other must be in writing and delivered by registered post or courier to the addresses set out below, or such other address as may be provided in writing by the relevant party.
14.2. The address for Humanity Link is: Helperpark, unit 276-7, 9723ZA Groningen, the Netherlands, e-mail contact@humanity.link.
14.3. The address for the Customer is the address provided by the Customer.
14.4. A notice shall be deemed delivered 5 days after dispatch if sent by registered post within the Netherlands, or 10 days if sent internationally by courier.
14.5. A copy of the notice may also be emailed, but the registered/courier notice is the primary means of delivery and deemed receipt.
14.6. All notices must be in the English language.
14.7. A notice shall not be deemed received if delivery was impossible due to an incorrect or outdated address not updated by the receiving party as required by this clause.
15. Dispute Resolution
15.1. Mediation. The parties shall first attempt to resolve any dispute arising out of or relating to the Agreement through mediation. The mediation shall be conducted by the Netherlands Mediation Institute in accordance with its mediation rules.
15.2. Arbitration. Disputes not resolved by mediation within thirty (30) days from the date of commencement of the mediation shall be referred to and finally resolved by arbitration administered by the Netherlands Arbitration Institute in accordance with the Arbitration Rules of the Netherlands Arbitration Institute. The seat of the arbitration shall be Amsterdam. The language of the arbitration shall be English. The arbitral tribunal shall consist of three arbitrators.
15.3. Court Proceedings. Notwithstanding clauses 15.1 and 15.2, either party may apply exclusively to the competent courts of Amsterdam, the Netherlands for interim injunctive relief prior to or during the arbitration. The Customer expressly waives any right to bring proceedings in the courts of its own jurisdiction.
15.4. Governing Law. The Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Netherlands.
15.5. Continued Performance. The parties shall continue performing their respective obligations under the Agreement while any dispute is being resolved unless and until such obligations are terminated or expire in accordance with the provisions of the Agreement.
16. Miscellaneous
16.1. Amendments. No amendment or modification of the Agreement will be binding unless in writing and signed by a duly authorized representative of both parties.
16.2. Assignment. Humanity Link may assign the Agreement to any affiliate. Customer shall not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of Humanity Link.
16.3. Monitoring & Evaluation. The Customer hereby agrees to actively participate in any data collection or survey forms that Humanity Link may send out as part of its Monitoring and Evaluation (M&E) process. This includes, but is not limited to, providing timely and accurate responses to all inquiries. The Customer acknowledges that their cooperation in this process is essential for Humanity Link to effectively monitor project progress, evaluate outcomes, and make necessary adjustments to ensure the successful completion of the project. Furthermore, the Client understands that the insights gained from the M&E process will be instrumental in driving future successes, by informing strategic decisions and fostering continuous improvement. Failure to comply with this requirement may result in a review of the contract terms and conditions.
16.4. Entire Agreement. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.
16.5. Force Majeure. Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the affected party including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
16.6. Independent Contractors. The relationship of the parties established by the Agreement is that of independent contractors.
16.7. No Third Party Beneficiaries. The Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Agreement.
16.8. Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
16.9. Waiver. No waiver of any term, provision or condition of the Agreement whether by conduct or otherwise in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such term, provision or condition or of any other term, provision or condition of the Agreement.
16.10. Governing Language. The governing language of the Agreement shall be English.
16.11. Applicable Law. The Agreement, including all exhibits, schedules, attachments and appendices attached to it and all matters arising out of or relating to it, is governed by, and construed in accordance with, the laws of the Netherlands, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any other jurisdiction.