GENERAL TERMS AND CONDITIONS OF VESPER B.V.

PLEASE READ CAREFULLY THE FOLLOWING TERMS OF SERVICE AS THEY SET OUT THE RULES AND OBLIGATIONS THAT REGULATE THE RELATIONSHIP BETWEEN YOU AND VESPER

Vesper B.V. (we, us, our or Vesper) provides Services, directly or indirectly online, through any mobile device, by email or by telephone. The present document describes the terms and conditions applicable to your access to and use of the Services. This document is a legally binding agreement (Agreement) between you (you, your or User) and Vesper.

If you do not agree to all or part of the Terms of Service, you will not be able to access and use the Services.

1 Definitions

1.1 Agreement or Agreements means any agreement for the provision of Services by Vesper to the User.

1.2 Business Day means any day (other than a Saturday, Sunday or public holiday) on which banks are open for normal business (other than internet banking services only) in the Netherlands.

1.3 Confidential Information means the terms and existence of this Agreement, the information provided to the User via and by the Tool and disclosure and all confidential or proprietary information from and/or relating to the Tool or Vesper, any and all technical and commercial information, data, financial information, and any other proprietary or non-public information whether or not marked as confidential as well as any information that is developed based on that information.

1.4 Intellectual Property Rights means all intellectual property rights and related rights, including but not limited to copyrights, database rights, domain name rights, trademark rights, brand rights, model rights, neighboring rights, patent rights and rights to know-how.

1.5 Office Hours means the time between 9:00 to 18:00 (CET) on Monday to Friday, excluding official Dutch holidays.

1.6 Order Form means the order form executed between Vesper and User.

1.7 Parties or Party means either the User, Vesper or both.

1.8 Privacy Statement means the privacy statement of Vesper made available on the Website https://vespertool.com.

1.9 Services means the provision of the Tool by Vesper to the User in accordance with the Agreement, which includes the provision and maintenance of the Tool and the provision of Support of training with regard to the Tool.

1.10 Software means the computer software used by Vesper for its the Website and made available through the Website.

1.11 Support means any alteration of the Tool, alteration of the content or settings with regard to the Tool, rendering of advice with regard to using the Tool, provision of training for the use of the Tool or maintenance of the Tool.

1.12 Terms of Service means these general Terms of Service, including any changes made thereto by Vesper from time to time published on the Website.

1.13 Tool means the dashboard provided by Vesper on its Website, including the Software, forecast (excluding the methodology of the forecast), calculations, futures, news and documentation, and any other applications available through the Website.

1.14 Trade Secret means any trade secret as defined in the Directive (EU) 2016/943 on the protection of undisclosed know-how and business information (trade secrets) against their unlawful acquisition or use.

1.15 User means the natural person or the legal entity that registers for or uses the Services.

1.16 Vesper means Vesper B.V., a limited liability company incorporated under the laws of the Netherlands, having its registered address at Vijzelstraat 79 B, 1017HG Amsterdam, the Netherlands and registered with the Trade Register of the Dutch Chamber of Commerce under number 72497254.

1.17 Website means the website made available by Vesper via www.vespertool.com.

    2 General

    2.1 Scope. These Terms of Service apply to all Agreements pursuant to which Vesper provides Services of any nature whatsoever and under whatever name to the User.

    2.2 Amendments. Vesper may amend the Terms of Service at any time by posting the amended Terms of Service on the Vesper website. Any newer or amended version of the Terms of Service shall be valid immediately upon posting and by continuing to use the Services, you agree to the amended Terms of Service. Best efforts will be made to contact you to notify you of any changes in the Terms of Service, using contact details provided by you during the registration phase. It is your responsibility, however, to keep up to date with the latest version of the Terms of Service, which will be in full force and supersede any other version previously published.

    2.3 Third parties. Vesper is at all times authorized to engage third parties in the execution of the Agreement and to transfer any rights or obligations resulting from the Agreement and/or these Terms and Conditions to a third party.

    2.4 Communications. Any communication between Vesper and the User may take place electronically, either via the Website or via e-mail. Electronic communication is deemed to have been received on the day of sending, unless proven otherwise by the User. If the User has not received the communications sent by Vesper due to delivery and/or accessibility issues related to his e-mail box, this is for risk of the User.

      2.5 No endorsement or recommendation. The Tool does not provide and should not be regarded as providing recommendations or endorsements of any investment decision of the User or to participate in any particular trading strategy.

      3 Licence

      The User acquires no rights or licenses in or to the Services, the Tool and/or the Software other than the limited right to utilize the Services, the Tool and/or Software in accordance with these Terms of Service. Should the User choose to download or otherwise save content from the Tool, the User must do so in accordance with the Terms of Service.

      Downloaded content is licensed to the User by Vesper only for the User’s own personal use during the term of the Agreement in accordance with the Terms of Service and does not transfer any other rights to the User. Upon termination, User shall delete or destroy any content downloaded or otherwise saved from the Tool.

      4 Registration

      4.1 Registration. Users must register on the Vesper Website to gain access or use the Services. 

      4.2 Identification procedure. You agree to provide true, current and complete information about yourself during the registration process. If you are an authorized representative of a company, you declare that you have the authority to bind the company to this Agreement. We are required by law to obtain, verify, and record information identifying each person who registers an account.  Hence, when you register an account, we ask that you provide certain documentation to identify yourself and to verify the information you have submitted to us upon registration.

      4.3 Account details. User will choose a User ID and password to register. You must provide accurate and complete information to register an account to use our Services. Upon registration on the Vesper website, Vesper shall assign an account to User. Each User shall be solely responsible for maintaining the confidentiality and security of your User ID and password and for all activities that occur under your account. It is strictly prohibited to share your account with anyone else or otherwise provide third parties with access to the Tool. You agree to notify Vesper as soon as you become aware of any unauthorized use of your password or account, or any other breach of security related to your account.

      4.4 Suspension or termination. Vesper reserves the right to suspend or terminate user accounts at its discretion, particularly in the case of a breach of these Terms of Service.

        5 Availability and Maintenance

        5.1 Availability. Best efforts will be made for optimal availability of and access to the Services and the Tool. 

        5.2 Maintenance. The Tool may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Vesper may discontinue the Services at any time and is authorized to temporarily exclude access to the Tool without prior notification to User or to limit the Tool’s use for maintenance work or to perform adjustments or improvements to one or more Services. Vesper seeks to limit this to a minimum and to inform, if possible, the User in advance and maintenance will, where possible, be carried out when average use of the Tool is low. Emergency maintenance, however, can be carried out at any moment and without prior notice.

        5.3 Updates. Vesper shall announce major updates and upgrades at least ten (10) Business Days in advance. Minor updates that, in the opinion of Vesper, do not affect the functionality of the Tool in a meaningful way and emergency updates, will be made without prior notice.

        5.4 Modifications. Vesper may modify, terminate, suspend, or otherwise adjust any and all functions, features, calculations, options, utilities, tools or other aspects of the Services that, in the opinion of Vesper, do not affect the functionality of the Tool in a meaningful way at any time without prior notice to the User. Unless explicitly stated otherwise, any new features that augment or enhance the current Services shall be subject to the Terms of Service. Suggestions and feedback of the User are welcome, but ultimately Vesper decides which functionality, if any, will be added or changed.

        5.5 Liability. Vesper shall not be liable for any damages whatsoever arising out of or in connection with the performance or non-performance of the Services, in contract, tort (including negligence), breach of statutory duty or otherwise at law.

        5.6 Security measures. Vesper may take technical measures to protect equipment, data files, websites, Software to which the User is granted direct or indirect access and the like. The User may not remove or bypass such technical measures or have such technical measures removed or bypassed. 

            6 Support

            6.1 Support. Vesper shall, if requested, via the Tool, by telephone or email, provide advice on the use and functioning of the Tool. Vesper may set conditions with respect to the qualifications and the number of persons eligible for Support. The User is requested to consult the online documentation regarding the Tool via the Website before submitting a Support request by e-mail or phone. Vesper does not guarantee the accuracy, completeness or timeliness of replies or the Support offered.

            6.2 Performance of services. Support services shall be performed on Business Days during Vesper’s Office Hours. Vesper will use its best efforts to respond to requests as soon as possible. Vesper does not guarantee that all requests for Support will be handled speedily.

              7 User Responsibilities

              7.1 Representations and warranties. User represents and warrants that:

              1. It will use the Services in good faith and in compliance with all applicable laws and regulations and shall not participate in, facilitate or further illegal activities;
              2. it will immediately notify Vesper if it learns of a security breach or other illegal activity on the Services;
              3. it will not use the Service or any process to damage, disable, impair, or otherwise attack the Service or the networks connected to the Service; and
              4. it will not use the Services to defraud Vesper, or other Users or engage in other unlawful activities. 

                7.2 Misuse by User. In the event of suspicion of misuse or improper use by the User, Vesper is authorized to restrict or block the access of the User to the Services without prior notice for an indefinite period. Vesper is not liable for damages that may arise because of exercising this right.

                8 Warranties

                8.1 Services. Vesper provides the Services “as is” and “as available” and does not guarantee the availability or uptime of the Services. Vesper does neither guarantee any results from use of the Tool and is not responsible for any actions taken by User based on use of the Tool, nor does Vesper make any representation or warranties in relation to the quality, merchantability, fitness for a particular purpose, non-infringement or conformity of the Services to any law, regulation or standard. Vesper does not warrant that the Service is free of malware or other harmful components.

                8.2 Accuracy. When rendering the Service and making the Tool available, the information disclosed by Vesper is based on the information provided to Vesper by public sources and information providers contracted by Vesper. Although Vesper will use its reasonable skills and care in performing the Service, Vesper cannot guarantee that all information is accurate, complete or correct, nor can Vesper be held responsible for any errors, any interruptions (whether due to any (temporary and/or partial) breakdown, repair, upgrade or maintenance of the Tool or otherwise), inaccurate, misleading or untrue information or non-delivery of information. The use of Information issued by Vesper shall always be at the User’s own risk. Vesper cannot guarantee the accuracy or completeness of the information.

                  9 Liability

                  9.1 Liability. Vesper is not liable for any (direct or indirect) damage as a result of the Tool and/or the Website not working properly or being unavailable for reasons reasonably beyond the control of Vesper, for inaccuracies in, omissions, incompleteness or incorrectness of the information offered or non-delivery of information, nor for any damage resulting from problems caused by the Tool and/or the Website malfunctioning or by interruptions (whether due to any (temporary and/or partial) breakdown, repair, upgrade or maintenance of the Tool or otherwise), errors or delays in the Tool and/or the Website. 

                  9.2 Consequential damages. Vesper shall in no event be liable for any loss of income or profits, loss of business or clients, loss of goodwill, loss of use, increased cost of working, penalties, fines, punitive damages, damage resulting from late delivery, damage to reputation, or any other special, indirect or consequential damages or losses arising out of or in connection with any Agreement.

                  9.3 Limitation of liability. Notwithstanding the above, Vesper’s liability per calendar year shall not exceed an amount equal to 50% of the total value of the invoices (excluding VAT) paid by the User under an Agreement for the particular type of Services in such calendar year, and at all times subject to an aggregate maximum of EUR 2,500,000 (two million five hundred thousand Euro) per calendar year for any and all claims against Vesper (regardless by which party or User).

                  9.4 Notice. For there to be any right to compensation, the User must report the damages to Vesper in writing as soon as possible after the damage has occurred.

                  9.5 Third parties. The website may contain links to other websites or services offered by other parties. A link to a third-party website does not mean that Vesper approves or is affiliated with it. Vesper does not exercise any control over third party websites or the contents of the services they provide. Access to such third party’s websites or content is at the Users own risk. Vesper shall not be liable for any damages or losses related to the use of any content, product or service available on or through any third party’s website.

                    10 Intellectual Property Rights

                    10.1 Ownership. All intellectual property rights in relation to the Tool, Software, Website, data files, as well as other materials such as analyses, calculations, methods, designs, documentation, reports and offers, including preparatory materials made available to the User by the Tool are owned exclusively by or licensed to Vesper. Subject to these Terms of Services, Vesper grants to User, during the term specified on the applicable Order Form, a limited, non-exclusive, non-transferable, and non-sublicensable, without the right to pledge, license to use such intellectual property rights. 

                    10.2 Materials made available to Vesper. Subject to applicable laws, Vesper shall have the right to use, combine, transfer, modify and/or process any data and/or other materials made available by the User to Vesper via the Tool, Software, Website or in any other way at its sole discretion and free of charge. User acknowledges and accepts that the data may be used, aggregated and combined by Vesper with other data to create price indices, offer its Services (to other Users) and/or for internal purposes and User shall have no further rights in respect of (the use of) any derivative data following from the data made available to Vesper.

                    10.3 Infringement. The User shall immediately alert Vesper in writing if it becomes aware that a third party infringes or threatens to infringe any intellectual property right of Vesper, or if third parties should be of the view that any Services infringe their own intellectual property rights or know how.

                    11 Privacy

                    11.1 Privacy. Vesper is committed to protecting the privacy and security of User data. User acknowledges and agrees to the collection, use, and processing of personal information in accordance with our Privacy Policy, available on the Vesper website. Users are responsible for reviewing and understanding our Privacy Policy, which outlines how we collect, use, disclose, and protect such personal information. 

                    11.2 Third Parties. Vesper uses third party service providers that facilitate our Services or to provide certain (paid) services and features through the Tool. Vesper may share your personal information with such third parties if this is necessary for the provision of the Service or to provide these (paid) services and features through the Tool or upon receiving your explicit, free and informed consent. Where your data is shared with third parties, we will seek to share the minimum amount necessary.

                      11.3 Indemnification. The User indemnifies Vesper for all claims from third parties that may be brought against Vesper for violation of the General Data Protection Regulation and/or or other legislation concerning the processing of personal data by the User through the Tool.

                      12 Confidential Information and Announcements

                      12.1 Confidentiality. Each Party must ensure that all information received from the other Party, of which it knows or should reasonably know it is confidential, is kept secret. The User may not provide information made available by Vesper to a third party or otherwise make Vesper’s information and data provided by the Tool publicly available. The User may only use the Confidential Information for the purpose for which it was provided. Information shall in any case be deemed to be confidential if it has been qualified as such by Vesper.

                      12.2 Vesper Software. User acknowledges that the Software originating from Vesper is confidential in nature and this Software contains Trade Secrets of Vesper.

                      12.3 Exceptions. Confidential Information does not include information that: (a) is public, so long as it did not become public due to a breach of this Agreement; (b) is known by the Receiving Party prior to its disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party; or (d) was disclosed by a source who does not have an obligation to treat the information as confidential. The Receiving Party must prove the existence of any of the foregoing exceptions. Personal Information remains Confidential Information, even if it qualifies as one of these exceptions. If the Receiving Party is required by law to disclose any Confidential Information, it agrees to provide the Disclosing Party with notice of the request(s) at least ten days prior to disclosure of any Confidential Information.

                      12.4 Representatives. Each Party represents and warrants that employees or representatives who have access to the Confidential Information are bound to confidentiality provisions that are at least as stringent as the confidentiality provisions contained in these Terms of Service.

                      12.5 Disclosure. Confidential Information will not be disclosed to third parties without the prior written consent of Vesper. Confidential Information may be disclosed in response to a valid court or other governmental order, provided that (if permitted by such order) Vesper is notified as soon as possible after receipt of the order and given an opportunity to seek legal redress against such disclosure. 

                      12.6 Announcements. Vesper shall have the right to make a public announcement, communication or circular (announcement) concerning the existence of the relationship between Vesper and the User (without revealing any commercial details) and in addition thereto User hereby grants Vesper the right to use User’s name and logo for marketing and publicity purposes, including naming User as a user of the Services.

                      12.7 Destruction. Upon the first request of Vesper as well as directly after termination of the Agreement, the User shall destroy or delete all Confidential Information in its possession and confirm this to Vesper in writing.

                      12.8 Termination. The obligation to keep the Confidential Information confidential, continues after termination of the Agreement for whatever reason, for as long as the Vesper can reasonably claim the confidential nature of the Confidential Information.

                      12.9 Remedies. A violation of this Section 12 may cause irreparable harm, the effect of which may be difficult to ascertain, and remedies at law may be inadequate to protect against any actual or threatened breach. The Disclosing Party is entitled to seek and be granted injunction or specific performance.

                        13 Force Majeure

                        13.1 Force Majeure Event. None of the Parties shall be obliged to fulfil any obligation, including any statutory and/or agreed warranty obligation, if it is prevented from doing so by force majeure. Force majeure is deemed to refer to any cause, event or circumstance beyond a party’s reasonable control, in particular but not limited to: war, trade embargoes, threat of war, natural disasters, terrorism, excessive temporary increase in demand, government measures, weather conditions, not, delayed, or incomplete delivery of goods, services or software ordered from third parties, strikes, business blockades, punctuality actions, animal diseases, unforeseeable problems with dairy production and transport, devaluation, increasing of levies or taxes of whatever nature, significant change is prices of raw materials or energy, interruptions in operations, interruptions in telecommunications and internet connections, traffic disruptions and virus infections in the Software, Tool or Website being hacked (a Force Majeure Event).

                        13.2 Notification. In case of a Force Majeure Event on the part of either party, such party shall promptly notify the other party of such Force Majeure Event in writing and the obligations of that party shall be, to the extent that it is so prevented or impeded, suspended without liability for breach or non-performance. The reciprocal obligations of the other party shall also be suspended without liability for breach or non-performance.

                        13.3 Duration. If a Force Majeure Event affecting a party can reasonably be expected to continue more than one (1) month or has already lasted for a period of one (1) month, the other party may terminate the Contract on written notice to the affected party with immediate effect, without thereby creating any rights to compensation.

                          14 Governing Law and Jurisdiction

                          These Terms of Service are governed by the laws of the Netherlands, under exclusion of its rules of conflict of laws and the provisions of the Uniform Law on the International Sale of Goods (CISG). Any disputes between User and Vesper shall be resolved in the District Court of Amsterdam.

                          15 Final Provisions

                          15.1 Amendments. Any changes or amendments to the Agreement and/or the Terms of Service, including this requirement of written form, shall be made in writing.

                          15.2 Severability. If any provision of the Agreement and/or the Terms of Service is held to be illegal, invalid (nietig), void or otherwise unenforceable (in whole or in part) such illegal, invalid, void or unenforceable provision will not affect the validity or enforceability of any other provision of the Agreement and/or the Terms of Service.

                          15.3 Assignment. Vesper will be authorized to transfer its rights and obligations under the Agreement to a third party that acquires the business operations to which the Agreement is subject or to any affiliate.

                          15.4 Changes User details. The User shall notify Vesper without delay in writing of any changes in its name, postal address, e-mail address, telephone number and bank account details.

                          15.5 Surviving clauses. This Section 15, as well as Sections 8 through 12 and 14, as well as any other sections of the Agreement that, either explicitly or by their nature, must remain in effect after termination of the Agreements, shall remain in full force and effect indefinitely.