GENERAL TERMS AND CONDITIONS
AGERAS N.V.
These general terms and conditions apply from 01-04-2024 to all use of the Website of Ageras, to all Services offered by Ageras and to all Agreements entered into Ageras for the use of the Platform and Services. If you use the Platform, you agree to and accept these General Terms and Conditions.
Definitions
Account: the account created by the Partner and/or Lead when registering via the Website.
Ageras: Ageras A/S, a company (in Danish: ‘Aktieselskab’) incorporated under Danish law, maintaining its principal place of business at Fiolstræde 17B (1171 Copenhagen K), Denmark, (registered in the trade register under number 33966369.
Agreement: the contract of assignment (consisting of these General Terms and Conditions), which the user entered into with Ageras by signing up as a Partner via the Website or the Ageras-app, whereby the user is the Partner and Ageras is the contractor.
General Terms and Conditions: these general terms and conditions.
Lead: a natural person aged eighteen (18) or older or legal person who is registered with Ageras and using the Platform and/or associated Services.
Partner: a natural person aged eighteen (18) year or older or legal person who offers accountancy, auditing and/or bookkeeping services and who is registered as a Partner with Ageras.
Platform: the Website and the Ageras-app where Partners offer accountancy, auditing and/or bookkeeping services.
Services: the services offered by Ageras through the Platform such as posting projects, communicating with Partners, managing projects and providing feedback to Partners.
Website: the website of Ageras, including but not limited to www.ageras.com
Platform
The Lead completes an application form on the Website. In this application form, the Lead indicates whether the services of an accountant, bookkeeper or auditor are required. Based on the application form, Ageras will present potential Partners to the Lead. The Lead may then request a non-binding meeting with up to three Partners to discuss a possible collaboration. Should the Lead and Partner reach mutual understanding, an agreement shall come into effect between the Lead and the Partner, outside the Platform of Ageras.
Ageras is not a party to the agreement reached between a Partner and a Lead. The agreement between the Partner and the Lead is handled outside the Platform of Ageras, including any payment. Partners and Leads shall resolve any disputes between themselves. Ageras does not guarantee the quality or conformity of the Services provided on the Platform and does not provide any guarantees in this respect or bears any responsibility for this.
Account for Partners, subscription and Lead charges
To access the Platform and its Services, Partners are required to create an Accounts and pay an annual subscription fee upfront. The Partner will be required to provide current, accurate identification, contact, and other information (‘User Information’) as part of the Account registration process and/or continued usage of the Website and its subsidiaries or affiliated companies. The User Information referred to hereinbefore also includes but is not limited to any information provided by the Partner to Ageras. The payment obligation commences on the day the Agreement is established which occurs at the time of the creation of the Account by the Partner.
Partners acknowledge and agree that the subscription for the Account will be for one year and will automatically renew on an annual basis. A new payment and invoice will be issued for each renewal period, and the relevant amount will be charged to the payment method on file.
Partners may cancel their subscription for the Account at any time, however, the subscription will remain active until the end of the current billing period.
Partners who do not wish to renew their subscription for the Account, need to do so within the cancellation period, which is the running month + the next month.
To initiate a pause, Partners must follow the Platform’s designated process and adhere to any applicable terms and conditions for utilizing this feature.
Partners understand and agree that during the paused period:
access to specific features and/or Services may be restricted or temporarily paused;
that the temporary pause does not exempt them from any prior or outstanding payment obligations.
Partners acknowledge and agree to be charged a predetermined fee for each Lead that contacts them through the Platform.
Partners acknowledge that the engagement with Leads is based on lead choice, and the frequency of Lead contacts may vary.
Partners understand that they may receive varying numbers of Leads throughout the subscription period, and Lead charges will apply accordingly.
Lead charges are invoiced to the Partner by Ageras around the first day of each month. The Lead charges are based on Lead interactions that occurred during the preceding month unless stated otherwise on the invoice.
The predetermined charges for Lead interactions will be discussed with the Account Manager during the onboarding process and will be visible in the portal of the Partner.
Account for Leads
To access the Website, Platform and its Services, Leads are required to create an Account. The Lead will be required to provide current and accurate User Information as part of the Account registration process and/or continued usage of the Website and its subsidiaries or affiliated companies. The User Information referred to hereinbefore also includes but is not limited to any information provided by the Lead to Ageras. There is no cost for creating an Account as a Lead.
In the Account, the Lead can view the applications submitted to the Partner(s).
Fees and payment terms
The fees quoted for the Services are always excluding VAT.
The payment for the Services of Ageras can be made by using one of the following payment methods, among others: Stripe, Credit Card or SEPA direct debit.
In any case, the invoice associated with the payment must be settled to Ageras within fifteen (15) working days. In case a payment cannot be executed or is reversed, Ageras may, but is not obliged to, make at least one more attempt to collect the payment within ten (10) working days.
If the charges cannot be collected, or if the collection is reversed, the legal fees and collection costs will be recovered from the Partner, which are due immediately from the date the invoice payment period expires. The collection costs are 15% of the outstanding amount.
In the event of non-payment within the specified time frame, the Platform reserves the right to suspend access to the Platform for the delinquent Partner. Access restriction may include, but is not limited to, the temporary deactivation of features and Services associated with the Partner's Account.
Partners acknowledge that if access is restricted due to non-payment, their Account will be temporarily excluded from being displayed for potential Leads until all outstanding payments are settled.
In the event that the Partner fails to make a required payment, resulting in non-delivery of Services, or agreed-upon items, the payment obligation of the non-paying Partner can be waived.
Ageras reserves the right to modify the prices, provided a one-month notice given to the Partners in advance.
Service, maintenance and updates
Ageras does its best to provide its Services to Partners and/or Leads. However, it is essential to recognize that Ageras cannot guarantee constant availability and error-free functionality of the Website and/or the Platform.
Ageras reserves the right to change, suspend or discontinue any aspect of the Service, including Lead generation, Lead contact and pricing, on the Website and/or Platform without prior notice.
Ageras reserves the right to temporarily suspend one or more Services, in whole or in part, for reasons such as maintenance, virus attacks, malfunctions or force majeure as referred to in Article 15. In addition, Services may be temporarily interrupted in case of equipment or software failures.
The systems and servers used by Ageras are automatically updated from time to time and data is backed up from time to time to ensure security and availability.
Refund policy
No refunds will be provided for the annual subscription fee for Partners or Lead chargers under any circumstances.
Partners acknowledge that Lead charges are incurred based on actual Lead interactions, and no refunds will be issued for unused portions or lack of Lead contacts.
Termination
Ageras is entitled to terminate the Agreement at any time by giving a notice period equivalent to the running month plus an additional month.
Ageras is free to temporarily pause or suspend or indefinitely suspend or terminate without a notice period having to be observed the Account of a Partner if:
the Partner is in breach of, or is misusing these General Terms and Conditions, or the related policies and information contained herein;
Ageras cannot verify or authenticate the information provided by the Partner;
the Partner is declared bankrupt, it has been granted suspension of payments, whether provisional or not, another similar arrangement has become applicable to the other Party, or the other Party has otherwise lost the free management or free disposal of its assets in whole or in part, all this irrespective of whether that state of affairs is irrevocable;
the Partner died;
Ageras in its sole discretion believes that the Partner's actions may result in legal liability for the Partner itself, the Lead and/or Ageras.
Once the Account has been suspended or terminated indefinitely, the Partner may not continue to use the Website under the same Account, another Account or register under a new Account.
Upon receipt of the written notice of termination, the Account, and all related profiles, will be automatically terminated by Ageras.
The written notice of termination can be sent by post to Ageras A/S Fiolstræde 17B 1171 Copenhagen K), Denmark or per e-mail to [email protected]
In the event of termination, no refunds will be issued for the remaining portion of the subscription period.
The Partner remains responsible for fulfilling any outstanding payment obligations.
If the Account is terminated for any reason, the Partner may no longer have access to data, messages, file and other material held on the Platform and/or Website. The Partner is at all times responsible for ensuring that it has a back-up of such data, messages, file and other materials and proposals. Ageras is entitled to delete/destroy them after the termination:of the Account in accordance with the Privacy Statement of Ageras. Ageras will notify the Partner two weeks in advance that it will delete/destroy these.
Limitation liability and indemnification
Ageras excludes, to the fullest extent permitted by applicable law, liability for all claims, damages or liabilities suffered by a Partner or Lead for:
use of the Website, Platform and/or Services of Ageras;
(temporary) non-availability or non-security of the Platform and/or the Website or parts thereof;
incorrect information on the Website or the Platform;
purchase of services from the Partner through the engagement with the Lead;
changes to the Services of Ageras or changes on the Website and/or Platform;
acting by the Partner or Lead in breach of these General Terms and Conditions and/or applicable laws and regulations;
the performance of the services by the Partner to the Leads;
no action taken by Ageras in respect of the Partner and/or Lead.
If Ageras is nevertheless liable for any reason, its liability shall be limited to a maximum of (a) the total compensation received by Ageras for the Services to which the liability relates in the six (6) months immediately preceding the determination of liability, or (b) EUR 100, whichever is higher.
Representations, disclaimers, limitations and exclusions
The Partner and/or Lead warrants, guarantees and agrees to the following:
they do not grant access to any Account other than to users authorized to act on behalf of the Partner and/or Lead and only in accordance with the General Terms and Conditions;
they are fully liable for any action taken by any user using the Account;
they will not use the Account, username or password of another Partner and/or Lead from whom express permission has not been obtained;
they will not allow third parties who are not authorized to use the Account at any time;
they will not use any device, software or procedure, including but not limited to viruses, trojans, worms, time bombs, robots or denial of service attacks, which are intended to damage or interfere with the operation of the Website and/or the Platform or any transaction conducted therewith;
they will not intercept or expropriate any system, data or personal information from the Website and/or Platform;
they will not take any action that places an unreasonable or disproportionate burden on the Website and/or Platform infrastructure, including but not limited to spam or other such unsolicited mass email techniques;
they have the right and authority to accept the General Terms and Conditions and to conduct business with application thereof;
they use the Website and/or the Platform solely for the purpose of entering into a bona fide and business transaction with other Partners and/or Leads;
they do not use the Website and/or the Platform to deceive or mislead anyone or any entity, including, without limitation, Ageras, the Partner or Lead;
they will not use the Website and/or the Platform to violate any applicable and/or international laws or regulations.
The Services provided by Ageras are provided as available ("as-is") and without any warranties. Ageras makes no warranties as to the quality, identity, accuracy of messages or reliability of the Partners and/or Leads.
Processing of personal data
For the purposes of providing the Partner and Lead with the requested Services and as well as to comply with statutory requirements, Ageras will need to collect, process and keep certain relevant (personal) data possibly in and/or outside EU. Ageras acts with regard to the protection of the Partner and Lead data with the care that may be expected of it in the circumstances of the case. The Partner and Lead agree to electronic data exchange (internet and e-mail) and realizes that, despite all the security measures taken by Ageras, no absolute certainty can be given against unauthorized consultation. Ageras is not liable for loss of data or other loss caused by unauthorized access, regardless of whether that loss of data or other loss is due to the dispatch of those data.
Ageras will process all personal data in accordance with applicable legislation, such as the General Data Protection Regulation.
The Privacy Statement of Ageras further details which personal data this includes and the steps Ageras will take to ensure its security. The Privacy Statement can be found on the Website of Ageras and will be updated from time to time as required.
The Platform and/or the Website contains references to third-party websites (e.g. hyperlinks, logos or banners). Ageras has no control or influence over the content of these websites. The (privacy) rules of the relevant website provider apply to these websites.
Confidentiality
Partners and Leads agree to keep all information received through the Platform and/or Website confidential and use it solely for the purpose of engaging with each other.
Partners and Leads are obliged to treat the information obtained through the Website and/or the Platform with care and not to share it with third parties.
Intellectual property rights
The Partner and Lead are solely responsible for information posted on the Website and/or Platform, including but not limited to:
audio, video or photographic content;
any message or mention in a public message area via an email function or via the feedback function of Ageras;
other personal content, including but not limited to biography, identification, contact, work history and services provided to another Lead, including companies.
The Partner and/or Lead retains ownership of the content mentioned in Article 13.1 (a). However, the Partner and/or Lead grants Ageras a non-exclusive, worldwide, perpetual, royalty-free, irrevocable right to exercise all copyright and publicity rights in respect of the content mentioned in clause 13.1(a) and to use such content to advertise and publish Ageras' Services.
The Partner and/or Lead hereby grants Ageras the rights of the content mentioned in Article 13.1 (b). At the first request of Ageras, this transfer will be cooperated with without delay, free of charge and unconditionally, insofar as laws or regulations impose further conditions on a legally valid transfer, the Partner and/or Lead will cooperate herewith.
The content mentioned in Article 13.1 must:
not infringe any third-party rights, including but not limited to intellectual property, privacy or publicity;
not be defamatory, libelous to trade or threatening;
not be obscene, indecent or contain pornography.
Ageras does not automatically approve content posted by Partners and/or Leads. Ageras is not liable for content posted on the Website and/or Platform, including but not limited to content posted about the Partner and/or Lead.
Ageras reserves the right, in its sole discretion, to take action in respect of any information posted on the Website and/or Platform that Ageras believes to be irrelevant, including but not limited to termination of the Account. However, Ageras cannot and does not control the information provided by the Partner and/or Leads or provided by other Leads or other suppliers and available through the Website and/or the Platform from Ageras.
Quality of work
The Partner hereby commits to delivering work in accordance with the specifications mutually agreed upon by the Partner and the Lead.
The Partner shall ensure that all work delivered meets industry standards, regulatory requirements and any specific quality criteria outlined in the engagement between the Partner and the Lead.
Force majeure
Ageras cannot be held liable if obligations under the Agreement or the General Terms and Conditions cannot be fulfilled due to force majeure.
Force majeure includes all circumstances as a result of which Ageras is temporarily or permanently unable to fulfill its obligations, such as, but not limited to, accidents, storms, floods, fires, other acts of nature or extreme weather conditions, explosions, war, riots, pandemic, rebellion, civil disturbance, strikes or other labor unrest, work stoppage, terrorist attacks, legal restriction, government measures, power failures, telecommunications, computer or internet failure, blockage, government requirements and regulations or restrictions imposed by law or other similar circumstances beyond the reasonable control of Ageras.
During the duration of the force majeure situation, the obligations of Ageras will be suspended. If the period in which fulfillment of Ageras' obligations is not possible due to force majeure lasts longer than two months, both the Partner and Ageras shall be entitled to dissolve the Agreement, without any obligation to pay damages in that case.
Governing law and competent court
The relationship between the Partner and Ageras and the General Terms and Conditions are exclusively governed by Dutch law.
Any dispute arising from or in connection with the Agreement or the General Terms and Conditions will be settled in accordance with Danish Law.
The arbitral tribunal referred to in Article 16.2 consists of one (1) arbitrator. The arbitral tribunal will be appointed in accordance with the list procedure as detailed in the most recent version of the NAI’s Arbitration Regulations.
The seat of arbitration will be in Denmark, Copenhagen K, at Ageras, located at Fiolstræde 17B. The arbitration procedure will be conducted in the English language, unless the Parties deviate from that stipulation in writing.
Miscellaneous
Ageras reserves the right to modify the General Terms and Conditions or parts thereof at any time. Ageras will endeavor to announce such an amendment within a reasonable period of time before it takes effect. Amendments will take effect within a reasonable period of time after they have been announced, or after the Partner and/or Lead has again used the Platform, the Services and/or Website following the amendment, whichever is earlier.
If Ageras does not (immediately) enforce a provision in the General Terms and Conditions, this does not mean that Ageras waives the right to enforce it at a later time or against another Partner and/or Lead. Agreements that deviate from the provisions of the General Terms and Conditions shall only be valid if they have been confirmed in writing by Ageras.
If any part of these General Terms and Conditions cannot be upheld or enforceable (in full), the unenforceable part will be enforced to the extent possible, and the rest will remain in full force and effect.
The Partner and/or Lead shall not transfer, assign or delegate their rights or obligations (including the Account) under these General Terms and Conditions to anyone without Ageras' express strident consent, and any attempt to do so shall be void.
Ageras is entitled to assign its rights and obligations under the General Terms and Conditions at its sole discretion. Partners and/or Leads will be informed accordingly.
All notices required or permitted under these General Terms and Conditions shall be in writing and shall be deemed to have been duly given if given in person, by registered post to the address of Ageras A/S Fiolstræde 17B (1171 Copenhagen K, Denmark) or by e-mail ([email protected]). Notices to Partners and/or Leads will be sent to the e-mail address provided, or registered mail if there is reason to do so and an address is specified in the Account. Notifications sent by registered mail shall be deemed to have been received fourteen (14) days after the date of the dispatch.
