Guide-ID Terms

Article 1 – Applicability  

• 1.1 These terms and conditions apply to all offers, agreements and legal relationships between Guide ID BV (hereinafter “Guide-ID”) and the customer, including follow-up agreements and new agreements.  
• 1.2 These terms and conditions are easily accessible electronically on the Guide-ID website (www.guide-id.com) and will be sent promptly free of charge upon request.   
• 1.3 General terms and conditions used by the customer are expressly rejected by Guide-ID and do not form part of the agreement, unless otherwise agreed in writing.  

  

Article 2 – Formation of the agreement  

• 2.1 Offers made by Guide-ID are without obligation.  
• 2.2 The agreement with the customer is established by an authorised representative of the customer signing for Guide-ID’s offer. Guide-ID may agree to another form of conclusion of the agreement.  
• 2.3 For the purposes of these terms and conditions, electronic is equated with written.  

  

Article 3 – Rental and use of the products  

• 3.1 Guide-ID rents to the client and the client rents from Guide-ID the products listed on the signed offer. Guide-ID provides the number of products specified on the signed quotation.  
• 3.2 Guide-ID’s products are rented exclusively for the customer’s own use at the agreed location for the purpose of issuing audio tours to visitors. The customer is not authorised to use the products any other way. Without the prior written consent of Guide-ID, the customer is not authorised to change products or to add or remove anything from them.  
• 3.3 The customer shall behave as a good tenant and handle the rented products with care. The customer shall take appropriate measures to prevent damage to and loss or theft of the products. The customer is liable for the use of the products by employees and visitors of the customer.   
• 3.4 Data and data files that are automatically stored in the products, such as log files and information about the use of the products on the customer’s premises, belong to Guide-ID and can be read by Guide-ID at any time. These data and data files do not contain any personal data. Guide-ID gives the customer access to (part of) this data and data files in the form of statistics and analytics.  

  

Article 4 – Characteristics of the products and obligations of the customer  

• 4.1 The products have the specifications, properties and functionalities mentioned in Guide-ID’s documentation.   
• 4.2 The customer will provide the products with power and an internet connection in accordance with Guide-ID’s documentation. The internet connection is required to synchronise the products with the online environment of Guide-ID’s services, in which the customer can, among other things, develop the audio tours. Guide-ID cannot be held liable for products that are not sufficiently charged or connected to the internet, as a result of which they do not function or do not function fully.   
•  4.3 Guide-ID’s documentation contains further instructions, manuals and directions regarding the installation and use of the products (including at help.guide-id.com). Guide-ID shall provide the customer with the documentation and the customer shall follow the instructions, manuals and directions.  
•  4.4 Occasionally, products may malfunction at a specific customer location, or under certain customer conditions. Guide-ID cannot be held responsible for this. To prevent the customer from renting products that unexpectedly do not or do not fully function in the particular situation at the customer’s premises, Guide-ID always offers the customer the opportunity to test a product at the intended location. It is at the expense and risk of the customer not to make use of the offer to test a product.  

  

Article 5 – Delivery of the products  

• 5.1 The products rented by the customer will be shipped to the customer by Guide-ID in a manner to be determined by Guide-ID. The cost of transport will be charged to the customer. Any import duties, levies or taxes and any import or customs formalities shall be borne by the customer.   
• 5.2 The customer shall set up and equip the site and install the products after delivery in accordance with Guide-ID’s instructions and manuals. Guide-ID is available by telephone to supervise the installation remotely. Guide-ID cannot be held liable for the failure or incomplete functioning of the delivered products if the customer has not furnished and equipped the site or installed the products in accordance with Guide-ID’s instructions and manuals.  
• 5.3 The rented products remain the property of Guide-ID at all times. The customer is not authorised to rent, sublet or otherwise provide the products to third parties, except to visitors for following an audio tour on the customer’s premises.  

  

Article 6 – Loss, theft and defective products  

• 6.1 The client is responsible for the security of the products rented from Guide-ID. Loss and theft of rented products are the responsibility of the customer. The customer will report loss and theft in writing to Guide-ID. Lost and stolen products will be reimbursed to Guide-ID by the customer at the current replacement price plus shipping costs.  
• 6.2 If desired, the customer can rent products with an alarm function from Guide-ID to reduce loss and theft of products. However, products with an alarm function are only a tool, the effectiveness of which additionally depends on how the customer uses these products. The use of products with an alarm function therefore does not remove the customer’s responsibility for the security of the rented products.  
• 6.3 The customer will also report defective products in writing to Guide-ID. Guide-ID will repair these products within a reasonable period of time at its own expense, unless the damage is reasonably attributable solely to careless use by the customer and repair is not useful in Guide-ID’s opinion. Acting contrary to the provisions of these terms and conditions is, in principle, considered as careless use. In that case the customer will reimburse Guide-ID for the damaged products at the current replacement price plus shipping costs.  
• 6.4 A product is defective if it cannot reasonably be used as a customer may expect from a properly maintained item covered by the agreement.  

Article 7 – Fees  

• 7.1 The customer owes Guide-ID the fees that have been agreed.    
• 7.2 If it has been agreed that the customer will pay a fee per tour, then, to determine the amount due, all tours in which the visitor has started at least 3 clips will be counted. All tours done at the customer’s premises using Guide-ID’s progressive web app will also count in this regard.  
• 7.3 All prices used by Guide-ID are in EURO, unless otherwise stipulated on the offer, and exclude shipping costs, travel and accommodation expenses and VAT.  
•  7.4 Guide-ID is entitled to index the agreed fees annually in accordance with the consumer price index (CPI) of the Netherlands Central Bureau of Statistics (CBS).   

  

Article 8 – Payment  

•  8.1 Fees payable by the customer will be charged by Guide-ID on a monthly basis, unless otherwise agreed.   
•  8.2 If the parties have agreed that (part of) the fee is based on the number of tours used, Guide-ID will send an invoice with a settlement based on actual use in the first month after the end of each contract year and after the end of the agreement.  
• 8.3 Payment of invoices shall be made within 14 days of the invoice date.  
• 8.4 Exceeding a payment term will result in default without written notice of default being required. If a payment term is exceeded, Guide-ID shall be entitled to charge default interest of 1% over the outstanding amount per month or part thereof, unless the legal commercial interest rate is higher, in which case the legal commercial interest rate shall be payable. The customer is liable for all judicial and extrajudicial costs (including reasonable attorney’s fees) incurred by Guide-ID for the collection of invoices, with a minimum of 15% of the outstanding invoice amount including interest due.  
• 8.5 The customer is not authorised to suspend or offset its payment obligations.  

  

Article 9 – Use of the online environment  

• 9.1 With the formation of the agreement, Guide-ID grants the customer a non-exclusive, non-transferable and non-sublicensable licence during the term of the agreement to use the online environment of Guide-ID’s services to, among other things, develop and manage content for audio tours. The scope of the licence is determined by the agreement.  
• 9.2 In the online environment of Guide-ID’s services, among other things, content can be uploaded and developed that can be loaded on the audio tour players. The customer is aware that content can only be loaded and synchronised on the audio tour players if the products are provided with power and an internet connection in accordance with Guide-ID’s documentation.   
• 9.3 The online environment also enables the customer to monitor the functioning of the products rented from Guide-ID, such as with regard to battery status.   
• 9.4 Login details for the online environment are personal and will be treated confidentially. It is not permitted to mention login details in publicly accessible places or to provide them to third parties, unless expressly permitted in writing by Guide-ID. If the customer has the impression that unauthorised persons have or can obtain access to the online environment, this will be reported to Guide-ID without delay.  
• 9.5 The online environment of Guide-ID’s services is expressly not intended or suitable as a data storage or archiving service. The customer shall make a copy of all content developed and processed in the online environment and keep it available in the customer’s own systems. Guide-ID shall not be liable for loss or damage of data.   
• 9.6 The online environment of Guide-ID’s services contains plugins that allow the customer to use third-party AI tools, for example to write or improve texts or for text-to-speech. The terms of use and privacy policies of these third parties apply to the use of these AI tools. Guide-ID is not responsible for the content, operation or terms of these AI tools. The customer should be aware that the terms of use of these third parties may stipulate that content can be used for training and improving the AI- systems. The choice to use these AI tools within the online environment of Guide-ID’s services is entirely the customer’s responsibility.    
• 9.7 The customer shall not upload or develop content in the online environment of Guide-ID’s services that is criminal, unlawful, or infringes third-party rights. This also applies to content generated by AI tools that Guide-ID makes available as part of the online environment. To the exclusion of Guide-ID, the customer is able and, in the relationship with Guide-ID also obliged to verify that the output of AI tools is in line with these terms and conditions. The customer shall indemnify Guide-ID against all third-party claims in that respect.  
• 9.8 Guide-ID is authorised to use parts of the client’s content and the client’s name, brand, logo and label design to promote its services, unless the client informs Guide-ID in writing that this is not permitted.  

Article 10 – Availability of the online environment  

• 10.1 Guide-ID strives for optimal availability of the online environment of Guide-ID’s services, but can give no guarantee regarding availability.  
• 10.2 Guide-ID will give as much advance notice as possible of necessary maintenance and the performance of updates to the online environment so that the use by the customer is impeded as little as possible.  
• 10.3 Computer software used for the online environment of Guide-ID’s services is made available to the customer “as is” without any guarantee.  
• 10.4 For technical and functional questions, the customer can contact Guide-ID’s helpdesk at helpdesk@guide-id.com or at the addresses and telephone numbers published at www.guide-id.com.  

  

Article 11 – Third-party services  

• 11.1 Guide-ID has a network of third parties who can carry out work for the customer, for example for installation of products or in the field of scriptwriting, translation, voicing of text and creation of interactive design.   
• 11.2 Where appropriate, the Customer shall conclude agreements with these third parties in its own name and for its own account and risk. The customer is therefore responsible for making arrangements with these third parties regarding the execution of the agreement and planning and about intellectual property rights on the deliverables. Guide-ID is not liable for the actions of these third parties, even if the invoicing by these third parties is done through Guide-ID.  

  

Article 12 – Intellectual property rights  

• 12.1 All intellectual property rights to and in connection with Guide-ID’s products and services and in connection with Guide-ID’s business belong to Guide-ID and its licensors. Intellectual property rights include at least copyright, neighbouring rights, database rights, design rights, trademark rights, trade name rights, trade secrets and patent rights, including related know-how.   
• 12.2 Except for the licence expressly stated in these terms and conditions and that which is permitted under mandatory law, the customer is not entitled to a right of use and the customer is not authorised to reproduce, modify or make available to the public Guide-ID’s products and services.  
• 12.3 Guide-ID is authorised to take technical measures to protect intellectual property rights. The customer shall not remove, evade or circumvent this protection. Guide-ID is also authorised, to the extent reasonably necessary for the enforcement of intellectual property rights, to impose (temporary) restrictions regarding the scope of the right of use.  
• 12.4 The customer is not permitted to integrate or merge (parts of) the software of Guide-ID products and services in whole or in part with software not made available by Guide-ID.   
• 12.5 Decompilation, reverse engineering or any form of translation or processing of Guide-ID software is not permitted, unless and only to the extent that these actions fall entirely within what is permitted under mandatory law. It is not permitted to upload, hack or spam viruses or harmful code, nor to send DDoS attacks.  
• 12.6 Intellectual property rights on content processed by the customer in or using Guide-ID’s products and services, such as content for audio tours in the online environment, belong to the customer or the customer’s licensors. The customer guarantees that it is authorised to reproduce, edit and make available to the public the content as part of an audio tour and that this content does not infringe any third-party rights. Guide-ID is authorised under these terms and conditions to incorporate the content into the products and services as made available to the customer, solely for the purpose of fulfilling the agreement with the customer. The customer guarantees that Guide-ID does not thereby infringe the rights of third parties and indemnifies Guide-ID against all claims of third parties in this regard.   

  

Article 13 – Force majeure  

• 13.1 In addition to the provisions of article 6:75 Dutch Civil Code, a default cannot be attributed to Guide-ID if it is the result of war, danger of war, mobilisation, insurrection, an epidemic, pandemic or disease outbreak or worsening thereof, (work) strikes or lockouts, fire, flooding, network and computer failures, a shortage of raw or packaging materials, transport delays, judicial intervention, import restrictions or other government-imposed restrictive measures, the lack of (local) certifications of approval for Guide-ID’s products, as well as any other impeding circumstance beyond Guide-ID’s reasonable control.   
• 13.2 In such a case, the obligations of Guide-ID shall be suspended. Only after the expiry of a period of six months shall Guide-ID and the customer be authorised to dissolve (in Dutch: ontbinden) the agreement in whole or in part. Suspension and dissolution by Guide-ID do not lead to any obligation to pay damages, even if Guide-ID enjoys any advantage as a result.  

Article 14 – Liability  

• 14.1 Guide-ID is only liable for damage suffered by the customer as a result of an attributable unlawful act by Guide-ID or an attributable failure by Guide-ID to fulfil its obligations.   
• 14.2 However, Guide-ID’s liability is limited to damage that is the direct and immediate consequence of the unlawful act or the shortcoming on which the liability rests (direct damage). Guide-ID is therefore, among other things, not liable for indirect damage or consequential damage, such as in the form of loss of turnover, loss of profit, business interruption, loss of data or damage and claims of third parties.   
• 14.3 Liability of Guide-ID is furthermore, per event or series of events with common cause, at all times limited to the amount paid out by its insurer in the matter at hand. This applies regardless of the legal basis on which the claim is based, including an obligation to undo payments received after dissolution (in Dutch: ontbinding) of the contract. If for any reason no payment is made under Guide-ID’s insurance policy, the total cumulative liability of Guide-ID is limited to an amount of €10,000.  
• 14.4 There is no default by Guide-ID until it has been given written notice of default, giving it the opportunity to fulfil its obligations within a reasonable period of time and this time period has expired unused.    
• 14.5 Claims for payment of damages shall only become due and payable after Guide-ID’s insurer has paid out. Any claim for compensation shall lapse one year after the day on which the customer became aware or could reasonably have become aware of both the damage and Guide-ID as the liable party.   
• 14.6 The above exclusions and limitations of liability do not apply in cases of intent or deliberate recklessness on the part of Guide-ID.   

  

Article 15 – Duration and termination of the agreement  

• 15.1 The agreement with the customer is entered into for the period agreed. Termination (in Dutch: opzegging) for convenience is excluded during this period. After the expiry of this period, the agreement ends without any action or notice being required.   
• 15.2 Some time before the expiry of the term of the agreement, Guide-ID will contact the customer to discuss a possible renewal of the agreement. The conditions and price of the renewal of the agreement will depend on what the parties agree with regard to, among other things, the package chosen, the duration and the number of products.  
• 15.3 Guide-ID may dissolve (in Dutch: ontbinden) an agreement with the customer in writing with immediate effect, in whole or in part, without notice of default and without liability for any compensation or payment, if the customer is granted a suspension of payments, bankruptcy is applied for in respect of the customer, the Natural Persons Debt Rescheduling Act is applied in respect of the customer who is a natural person, or the customer otherwise loses the free disposal of its assets. The customer shall immediately notify Guide-ID of such a circumstance and inform the trustee, administrator or seizing bailiff of Guide-ID’s ownership of the delivered products. In the event of such a circumstance, Guide-ID is authorised to claim ownership of the delivered products and to take them back itself. In the event of such dissolution (in Dutch: ontbinding), all claims of Guide-ID on the customer shall be immediately due and payable in full.  
• 15.4 After the expiry or dissolution of the agreement, the customer is obliged to return all products rented from Guide-ID immediately in their original condition, except for normal traces of use. Shipping is at the expense and risk of the customer. In the event of a difference of opinion on the numbers of products to be returned, the administration of Guide-ID shall be decisive.   
• 15.5 Under no circumstances is the customer authorised to suspend an obligation to return products to Guide-ID.   

  

Article 16 – Applicable law and dispute resolution  

• 16.1 The legal relationship between Guide-ID and the customer is governed exclusively by Dutch law. Applicability of the Vienna Sales Convention is excluded.  
• 16.2 All disputes arising from or related to the agreement between Guide-ID and the customer shall be exclusively settled by the District Court of Overijssel in Zwolle, the Netherlands.  

  

Article 17 – Other provisions 

• 17.1 The customer cannot transfer its legal relationship with Guide-ID and its rights and obligations under the agreement to third parties without the prior written consent of Guide-ID.   
• 17.2 Deadlines for the delivery of items or services by Guide-ID are target deadlines and not so called fatal deadlines.   
• 17.3 No amendment, modification, supplement or waiver of this agreement, or any of its provisions or parts, shall be binding on the parties unless made in writing and signed by an authorised representative of each of the parties.  
• 17.4 If any provision of these conditions is or becomes entirely or partially non-binding, the other provisions shall remain in full force and effect. The non-binding provision shall in that case be deemed to have been replaced by a provision that is binding and deviates as little as possible from the contents and purport of this provision.   
• 17.5 These terms and conditions also apply in favour of legal persons and (auxiliary) persons and subordinates whose services Guide-ID uses in the execution of the agreement.