These general terms and conditions (“GTC”) govern all related details which are necessary and relevant for the legal relations between the contracting parties.
The terms below are defined as follows for these supplemental conditions.
Client: any entrepreneur or merchant or legal entity under private or public law. An entrepreneur is a natural or legal person or a partnership with legal capacity that acts in exercise of its commercial or independent professional activity. For the meaning of these GTC, a merchant is someone who runs a commercial enterprise. A commercial enterprise is any business enterprise, unless the nature or size of the enterprise does not require a business operation set up in a commercial manner.|
| Party: the contractual party – Cammio or Client.
| Agreement: the contract between Cammio and Client is the respective order form by Cammio (the “Agreement”), signed by Client within the validity period of the order form.
| Database: in which the recorded Videos are stored specific to Client.
| System: the web-based software system known as Cammio from Cammio allowing access to the full range of funtionalities (“Services”). This System can be accessed by Client through an internet connection, using a User Name and Password.
| User Manual: the written or digital documentation drawn up by Cammio that describes the application, functioning and functionality of the System.
| User Name: the name selected by Client which, in combination with the Password, provides access to the System.
| User: each natural person that can view or obtain access to the System using Client’s Password and User Name or in another way and/or the natural person who makes use of Cammio’s Services, by or on behalf of Client.
| Video: may be a) a video of a User which is visually recorded by or with the help of the facilities of Cammio (“Recorded Video”), or b) a performance of a live conversation (“Live Video”). Videos are generated in the System and stored in a Database specific to Client and are made available to Client through its account. Recorded Videos can be viewed but not downloaded.
| Password: a combination of letters, numbers and symbols provided to Client by Cammio, which, in combination with Client’s User Name, provides access to the System.
2.1 The provisions of these GTC are applicable to all Agreements between Cammio and Client and govern all aspects connected with the performance of services between the parties.
2.2 Any of Client’s contractual terms that deviate from/contradict these GTC shall not be recognised, regardless of whether they represent a substantial amendment of the Agreement. Client’s general terms and conditions, that differ from or do not appear in these GTC, apply only if and insofar as they have been expressly accepted by Cammio in writing and signed by an authorized person.
2.3 In the event that any provision of these GTC are declared void or are voided, the remaining provisions of these GTC will remain fully effective, and when necessary Cammio and Client will agree on new provisions to replace the void or voided ones. When doing so, the purpose and meaning of the void or voided provision will be taken into account as far as possible.
The subject of the Agreement is specified in the respective order form by Cammio, together with the documents and agreements referred to therein, including these GTC.
If, during the performance of the Agreement, it becomes clear that proper performance necessitates changes to the activities to be performed and/or supplemental activities, Cammio and Client have the right to amend or supplement the Agreement accordingly in consultation and in a timely manner. Such changes are only binding on Cammio if Cammio has confirmed these in writing.
5.1 Cammio will grant Client the relevant rights of use (“License”) in accordance with the license set out in the Agreement and in accordance with the provisions of these GTC and upon the conclusion of the Agreement and subject to the condition precedent of the payment of the respective full invoice amount.
5.2 In the event of misuse, Cammio is entitled to block access to the System immediately. Further rights and claims of Cammio, in particular the right to extraordinary termination for good cause and claims for damages, remain unaffected.
5.3 Client is obliged to draw the attention of the authorized users to the above provisions and to ensure compliance therewith.
5.4 The right to use the System is strictly limited to Client and its employees. Any assignment, licensing and/or sublicensing of this right to third parties is therefore not permitted unless Cammio has provided its prior written permission thereto.
5.5 In the event that Client is permitted to involve a third party, Client shall ensure that the third party has undertaken to comply with these GTC and the rights of use and restrictions of use granted therein.
6.1 To make use of the functionalities of Cammio, the purchase of a licence is necessary.
6.2 Cammio shall carry out the Agreement to the best of its commercial ability and understanding, in accordance with the requirements of good professional standards and with due care and expertise, taking into account the state of technology at that time. However, Cammio does not warrant that any services shall be free of errors or interruptions at all times.
6.3 If and insofar as required for the proper performance of the Agreement, Cammio has the right to have certain activities performed by third Parties.
6.4 If it is agreed that the Agreement will be performed in stages, Cammio may suspend the performance of parts that belong to a subsequent stage until Client has provided written approval of the results of the immediately prior stage.
7.1 The License is agreed for an initial term from the commencement of the Agreement, specified in the Agreement (Initial Term). After the expiry of the initial fixed term, the License will automatically be extended continuously by the then in-effect term, unless it is terminated by either Party in writing subject to 3 (three) months’ notice before the end of its term. During its respective term, the License may only be terminated for good cause.
7.2 Cammio has the right to suspend the performance of the obligations by blocking the access to the System immediately or dissolve the Agreement with immediate effect in the following cases: If Client a) is in default of payment, and/or b) misuses the License and/or the functionalities, and or c) does not satisfy its duties to cooperate and provide information under the Agreement.
7.3 Each Party is authorized to dissolve the Agreement, with immediate effect and without the intervention of a court being required, without any obligation to pay compensation, if the other Party requests suspension of payments, files for bankruptcy or has been declared bankrupt.
8.1 Cammio shall make every reasonable effort to support the technology for the Services.
8.2 Cammio has the right to make changes and/or improvements to the System without providing advance notice to or obtaining permission from Client. Such changes may not result in a reduction of the agreed uses.
8.3 Cammio has the right to temporarily take the System out of service and/or limit its use if this is necessary for the maintenance of the System. Cammio must inform Client in advance, if reasonably possible, and otherwise as soon as possible.
8.4 Cammio has the right to mention Client’s name and use Client’s logo in its external communication materials and/or other marketing materials, including corporate website, press releases and presentations to identify Client as Cammio’s Client and to describe Client’s use of the Services.
8.5 Cammio has the right to delete the data recorded and/or stored by Client in the Database if, in the reasonable opinion of Cammio, this violates any statutory provision or any provision as referred to in the Agreement, without prejudice to the other rights belonging to Cammio.
8.6 If Client uses Services which are designed for communcation with third parties, e.g. Video Recruiting, Cammio is not involved in the relationship between Client and its partner in any way whatsoever. Cammio is not obligated to verify or to perform a data check on the stored data.
8.7 Data stored or made available by Client or processed while using the System is and remains Client’s property. Cammio reserves the right to use this data for providing the Service and any additional and prospective services and to use this data for statistical purposes to enhance the quality of Cammio’s Services insofar as no confidential information about Client is made known to third parties.
8.8 Cammio shall take sufficient measures to prevent parties other than Client or Cammio from obtaining access to the data stored using the System. Moreover, Cammio shall take the reasonably possible technical and organisational measures to ensure the safety and security of the System and the personal data contained therein, taking account of the nature of the risks, the state of the technology and the associated implementation costs.
9.1 Client acknowledges that Cammio only provides the technical implementation of the System. Client is responsible and liable for the content of the Database as well as for the proper compliance with all legal obligations relating to the content thereof, such as the Personal Data Protection Act.
9.2 Client is responsible for ensuring that at the time of transmission of the personal data to Cammio a valid legal basis for the processing exists.
9.3 Client shall inform Cammio immediately in writing or by e-mail of the situation if a data subject has indicated that he/she wishes to have the data that relates to him/her deleted from the Database and the System to enable Cammio to proceed accordingly. Requested personal data in this case can be the Video Interview for example.
9.4 Client is fully liable for the use and the content of his specific account within the System, and indemnifies Cammio against any third-party claims that are associated with the use of the System. Client will bear the sole responsibility under data protection law and all other applicable rules for the content created within the System by Client himself or for him. Client is responsible in particular for compliance with the applicable statutory provisions relating to the content it processes. Client further warrants that the content breach neither any statutory prohibitions nor third-party rights.
9.5 Client guarantees that Client and its employees will only use the System for the purpose of Client’s activities pursuant to the Agreement.
9.6 Client is responsible for all the use of the System that is carried out using Client’s User Name and Password, or through Client’s computer system, or by staff members or other parties with whom Client has a contractual relationship, and is liable for, and indemnifies Cammio against any loss or damage that Cammio suffers as a result of such use.
9.7 Client represents and warrants that a) Client content supplied to Cammio or entered into the System contain no viruses or any other programs that could in any way damage the System and b) when supplying or entering the relevant Client content, no use will be made of any equipment and/or software that may disrupt the proper functioning of the System and that no data will be transmitted that disproportionately burden the infrastructure of the System as a result of their size and/or properties.
9.8 Client shall refrain from performing actions that could possibly result in damage to the System or obstruct the use of the System, including but not limited to such things as spreading viruses or otherwise disrupting and/or destroying communications or data storage, or accessing or attempting to access other computer or computer systems on the internet without permission (‘hacking’). Client indemnifies Cammio against all loss or damage that Cammio suffers as a result of such actions performed by Client or the Users.
9.9 Client shall observe and take into account all the instructions, rules and procedures of Cammio, including those which are set out in the User Manual.
9.10 Client indemnifies Cammio, at law and otherwise, against any loss or damages that Cammio suffers as a result of or in connection with the non-compliance with any obligations that Client is subject to by virtue of this article, including but not limited to claims from third parties, including government agencies and Candidates.
10.1 After Client and Cammio have entered into an Agreement, Cammio shall invoice Client for the full amount of the agreed license period and all associated costs. Unless agreed otherwise in writing, invoices from Cammio must be paid to the bank account specified on the invoice within 14 (fourteen) days from the invoice date. Objections to the amount of the invoice do not suspend the payment obligation.
10.2 Disputed invoices should be notified in writing as soon as reasonably possible but no later than 14 (fourteen) calendar days after the relevant invoice date, identifying clearly the disputed part of an invoice and the reasons why it is challenged. 14 (fourteen) calendar days after the relevant invoice date, invoices will be deemed as correct and form no basis for complaint.
10.3 If Client fails to pay the invoice within the 14-day period, Client will be deemed to be in default by operation of law, with no notification of default being required. In such event, Client shall owe interest amounting to 1% per month, unless the legally permissible interest rate is higher, in which case the legally permissible interest rate applies. The interest over the amount due and payable will be calculated from the time that Client is in default until the time that the full amount is paid. In addition, Client is obliged to compensate both the judicial and extrajudicial collection costs, including but not limited to, lawyer’s and bailiff’s fees and the costs of collection agencies.
10.4 In the event of Client’s liquidation or bankruptcy or a moratorium on payments, the amounts receivable by Cammio are immediately due and payable by Client.
10.5 Cammio has the right to allocate the payments made by Client towards, first of all, the costs, then the accumulated overdue or arrear interest, and finally the principal amount and the accrued interest. Cammio may, without entering into default, refuse a payment offer, if Client indicates a different order of the payment allocation.
10.6 Amounts receivable owed to Cammio by Client before suspension of Services or dissolution or termination of the Agreement remain fully due and shall become immediately claimable.
11.1 All offers are without obligation, unless the offer states an acceptance period.
11.2 The quotations drawn up by Cammio are valid for 30 (thirty) days after the date of the quotation, unless expressly indicated otherwise. These quotations are without obligations and are only binding on Cammio if Client confirms acceptance of the quotation in writing within 30 (thirty) days without any deviations.
11.3 The acceptance of quotations are not binding on Cammio if the acceptance deviates on significant or insignificant points from the offer included in the quotation. In such event, the Agreement shall not be concluded, unless indicated otherwise by Cammio.
12.1 This Agreement does not contain any transfer of property rights and usage rights, licences or transfer of any other exclusive rights to the software to Client. All intellectual property rights related to the Website, System, Database and Service and all software, hardware, other material and information developed and/or made available by Cammio to Client, including but not limited to designs, documentation, reports, models, techniques, data files, photos, visuals and/or audio materials, formats and brands and domain names, as well as preparatory material relating thereto, vest exclusively in Cammio. Use of the System and/or Service(s) does not constitute a license to use in any way any such intellectual property rights, except to the extend indicated in these GTC.
12.2 Client will not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information from the compiled code or databases produced by the codes of Cammio Group or permit or induce the foregoing. Client will moreover not make any other changes to the items in the System unless it follows from the nature of the item delivered, or is otherwise expressly agreed in writing.
12.3 The designs, sketches, drawings, videos, software and other materials or electronic or other files that have been created by Cammio in the context of the Agreement remain the property of Cammio, regardless of whether these were delivered to Client or to third parties, unless expressly agreed otherwise.
12.4 All documents provided by Cammio, including designs, sketches, drawings, videos, software, electronic or other files, etc., are exclusively intended to be used by Client. Client agrees not to reproduce, duplicate, copy, sell, resell or exploit these documents or otherwise make these documents public or communicate them to third parties, unless it has first obtained the prior express written consent of Cammio to do so or the nature of the documents supplied unmistakably provide otherwise.
12.5 Client guarantees vis-à-vis Cammio that neither Client, nor any persons or parties associated with Client, shall participate either directly or indirectly in the operation of a system that competes with the System, during the term of the Agreement and for two years after the end thereof. In the event that this obligation is violated, Client shall owe Cammio an amount that is immediately payable and which cannot be settled, amounting to EUR 10,000 for each violation and for each day that it continues, without prejudice to Cammio’s right to compensation for loss or damages.
13.1 Cammio shall be liable for direct damages, irrespective of the legal grounds, in the event of willful misconduct and gross negligence by Cammio.
13.2 In other cases, Cammio shall only be liable in the event of the breach of a contractual obligation, the proper execution of which is essential for the performance of the Agreement and on compliance with which a Client may normally rely (known as a cardinal duty). This liability shall be limited to compensation for the foreseeable loss typical for this type of Agreement. In all other cases liability shall be excluded, subject to the following provision in Article 13.3.
13.3 The foregoing limitations and exclusions of liability shall have no bearing on liability for losses arising from death or personal injury and from product liability.
13.4 Client can only withdraw or terminate due to a breach of duty, not involving a defect, if Cammio is responsible for this breach of duty.
13.5 If a claim is made against Client by a third party (“property rights claim”) for an infringement of patents, copyrights, trademarks, business designations or business secrets by a service provided by Cammio (“property rights infringement”), Cammio will indemnify Client against all costs (including legal defense costs) and claims which it incurs due to final judgements by competent courts or written settlements concluded by Cammio, provided that
a) Client did not cause the property rights infringement
b) Client informs Cammio in writing within no more than twenty (20) working days after the claim first being made,
c) Cammio retains sole control of the defence against the property rights claim and
d) Client provides appropriate support and all of the information so that Cammio can meet its obligations according to this.
13.6 The above obligation will not apply to actions or declarations for which Cammio has not given its prior consent in writing and/or if Client continues the infringing activity after it has been informed of changes which would have prevented an infringement. If a property rights infringement has been established by a competent court or is considered to be possible by Cammio, Cammio may at its own discretion and at its own cost either
a) replace or change the services so that a property rights infringement no longer exists, or
b) obtain a usage right for Client to the property right, or
c) if measures pursuant to aa) or bb) are not possible or not reasonable, terminate this contract extraordinarily with immediate effect.
14.1 The parties are not bound to comply with any obligation from the Agreement, if they are prevented from doing so as a result of a condition that is not due to negligence, nor a cause for which the parties are accountable by law, by a legal act or according to generally accepted standards.
14.2 In these GTC, force majeure covers, in addition to what is included in the law and the jurisprudence, all external causes, anticipated or not, over which Cammio cannot exert any influence, and as a result of which Cammio is not able to comply with its obligations. This includes strikes within the Cammio company as well as sudden policy changes of educational institutions, which mean that Cammio is no longer able to offer the service covered by the Agreement.
14.3 Cammio also has the right to invoke force majeure if the condition that prevents compliance or further compliance occurs after Cammio should have complied with its obligation.
14.4 During the period that force majeure continues, the parties may suspend the obligations from the Agreement insofar as the performance is not permanently impossible. If the period during which performance of the Agreement is impossible because of force majeure exceeds or will exceed 60 (sixty) days, the Parties are entitled to dissolve the Agreement, without the obligation to compensate the other party for loss or damage.
14.5 If Cammio has already partially complied with its obligations from the Agreement, or can only partially comply with its obligations from the Agreement, at the time the force majeure commences, it may invoice the delivered or deliverable part of the Service(s) separately and Client will be obliged to pay this invoice as though it were a separate invoice.
14.6 Cammio has the right to dissolve or have dissolved the Agreement if circumstances arise that are of such a nature that compliance with the Agreement becomes impossible or, in accordance with the principles of reasonableness and fairness, this compliance can no longer be required, or if other circumstances arise of such a nature that the unchanged continuance of the Agreement cannot reasonably be expected.
15.1 Both parties shall accept the duty to observe strict secrecy, both during and after the termination of this Agreement, of all confidential information that they have received from each other or from another source in the context of their Agreement. Information is considered to be confidential if a party has communicated this or if this arises from the nature of the information.
15.2 If, based on a legal provision or court decision, Cammio is obligated to provide confidential information to third parties designated by the law or the competent court, and Cammio is not able to invoke a legal right of non-disclosure or a right of non-disclosure recognised or permitted by the competent court, then Cammio is not obligated to provide compensation for loss or payment of damages, and Client does not have the right to dissolve the Agreement on the basis of any loss or damage arising as a result.
15.3 Data of the User must be treated confidentially by both Cammio and Client and must be processed in accordance with applicable data protection law, in particular neither of the Parties shall record the image voice or any other personal data of a User without subject’s explicit consent.
15.4 In the context of the use of the System, Cammio processes personal data on Client’s behalf within the meaning of Art. 28 GDPR. Therefore Client is controller of the data pursuant to Art. 4 No. (7) GDPR. The Parties will conclude an appropriate agreement that reflects this.
16.1 Unless agreed otherwise by the Parties, any differences that arise from or are associated with this Agreement shall be settled by competent court of the Netherlands.
16.2 In the event of disputes arising from the Agreement, or from ensuing agreements to which these GTC apply, the Parties must first try to reach an out-of-court settlement, notwithstanding the right to take precautionary measures or obtain interim relief. The Parties shall only appeal to the court after they have made every possible effort to resolve the dispute between themselves, in so far as is reasonable.
These GTC, all offers and the Agreement shall be governed by Dutch law, to the express exclusion of the rules of private international law.
18.1 Cammio has the right to unilaterally amend these GTC.
18.2 If the said amendments have a significant negative impact on the (use of) Services, Client may serve notice to terminate the Agreement, provided such notification to that effect is received by Cammio before the date when the amendment takes effect. Client has no entitlement to compensation for damages arising as a result. Use of the Service after the date of effect shall constitute Client’s acceptance of the changed or added-to terms and conditions.
19.1 Client may not fully or partially transfer or assign the Agreement between itself and Cammio, or any right or obligation arising therefrom, to a third party without Cammio’s written consent.
19.2 ‘Written/in writing’ in these General Terms and Conditions also refers to e-mail communication, provided the identity of the sender and the integrity of the contents can be adequately established. The electronic communications do, however, not include direct messaging services such as WhatsApp, Facebook Messenger, iMessage, Slack, Skype, Facetime etc.
Last modified: January, 2021.