Terms and Conditions

Terms and Conditions

1. Scope

These Terms and Conditions apply to all sales of hardware, software, and related services (including but not limited to project management, installation, and implementation) by Pure Partners B.V. (“Supplier”) to business customers (“Customer”). By placing an order, the Customer accepts these Terms unless otherwise agreed in writing.

2. Pricing structure

Invoices for Hardware, Software, and Services will be structured based on the prevailing pricing list or valid quotations offered to the Pure Partners B.V reseller or customer at the time of transaction unless a mutually signed and agreed upon pricing agreement exists. All prices are exclusive of applicable taxes, duties, and bank charges.

3. Hardware acquisition 

Advance payment is a prerequisite for the supply of Hardware unless an arrangement is in place with Pure Partners B.V. Title to the hardware passes to the Customer only upon full payment. Risk transfers upon delivery.

4. Software and services billing 

4.1 Software 

Pure Partners B.V. will issue invoices for software licenses on an annual basis, with the invoice date set on the first day of the applicable period, unless otherwise agreed in writing. Licenses will renew automatically for successive annual terms unless the Customer provides written notice of cancellation, confirmed in writing by Pure Partners B.V., 3 months prior to the renewal date.

4.2 Services

Service fees (including project management, installation, and implementation) will be invoiced in advance for the month in which the services are provided.

4.3  Payment Terms

All invoices are due within thirty (30) days from the invoice date.

4.4 Rights of software

The Customer is granted a limited, non-exclusive, non-transferable license to use the software during the term of the agreement. No ownership rights are transferred.

5. Implications of non-payment or delayed payment 

5.1  Penalties for Overdue Accounts

If payment is overdue, the Supplier may:

• Suspend hardware deliveries, and

• Suspend support and account services.

To avoid these inconveniences, we encourage customers to maintain up-to-date accounts.

5.2 Right to Suspend or Cancel Services

If payment is not received within two weeks of the due date, Pure Partners B.V reserves the right to suspend or cancel your Software and Services, and/or your Data Connectivity if it is provided through Pure Partners B.V. This suspension or cancellation will result in loss of access for all associated user accounts and devices

5.3 Cancelation rights

If payment remains outstanding one month after the due date and we have issued a final demand notification, we reserve the right to terminate the agreements.

5.4 Foreign Transaction and Bank Fees

Customers are responsible for all foreign exchange, conversion, or bank charges. Short payments will be added to the Customer’s account.

5.5 Collection of Defaulted Payments

In the event of any unpaid return payment or rejected or denied credit card transaction, Pure Partners B.V. or its service providers reserve the right to impose any related charges. The Customer shall reimburse Supplier for all reasonable costs of collection, including legal fees, in the event of default.

6. Electronic payment references 

When executing an electronic funds transfer (EFT), please use the invoice number as the reference. Failure to do so may result in an incorrect allocation of funds, potentially resulting in your account being marked as overdue.

7. Warranty disclaimer 

The Customer acknowledges that Pure Partners B.V holds no responsibility or liability for any failure or unsuitability of the Product(s) and/or any accompanying Software to serve the Customer's required purpose. All warranties, conditions, and representations related to the Product(s) and/or accompanying Software, inclusive but not limited to quality, accuracy, integration, merchantability, conformity with specifications, reliability, functionality, performance, and fitness for use or a particular purpose, are explicitly excluded.

8. Limitation of Liability

8.1 Total aggregate liability

Supplier’s total aggregate liability under any agreement shall not exceed the total fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim.

8.2 Indirect, incidental, or consequential damages

Supplier shall not be liable for indirect, incidental, or consequential damages, including but not limited to loss of profit, data, or business opportunities.

8.3 Other liability

Nothing in these Terms excludes liability for gross negligence, willful misconduct, or liability which cannot be excluded under applicable law.

9. Force Majeure

Supplier shall not be liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to natural disasters, strikes, government actions, supply chain interruptions, cyberattacks, or power failures. In such cases, obligations are suspended for the duration of the event.

10. Intellectual Property Rights 

All intellectual property rights in the hardware, software, and related materials remain the property of Supplier or its licensors. Customer shall not copy, modify, or reverse engineer the software or hardware except as permitted by law.

11. Contract termination

Upon the termination of this agreement, any warranty, indemnity, or obligation of confidentiality will remain effective. Any other clause, by its inherent nature, intended to survive the termination of this agreement will also continue to be in effect.

12. Governing law

This agreement is governed by the laws of The Netherlands. All disputes shall be submitted to the exclusive jurisdiction of the competent court in The Netherlands.