Terms and Conditions

This document contains the terms and conditions of Learntail.com, a trade name of ArjanCodes Services B.V., with its principal office located at Jan van Eijklaan 2-4 in Bilthoven, the Netherlands and registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under registration no. 66536375 (hereinafter referred to as "Learntail").

Article 1.  Definitions

All capitalized definitions in these General Terms and Conditions both plural and singular are defined as indicated in this article.

1.1. Account: the username, password and any other means of authorization required by User to log in to -- and use -- the Services.

1.2. Agreement: the agreement between the Parties pursuant to which Learntail provides its Services to User and of which the General Terms and Conditions form an integral part.

1.3. Confidential Information: non-public information related to a Party and information that a Party indicates is confidential, or which, by its nature or under the circumstances of disclosure, should be treated as confidential.

1.4. Consumer: Any natural person who, at the time of concluding the Agreement, is acting for purposes outside of his or her business of professional activity.

1.5. Documentation: all accompanying materials (whether in hard copy or in electronic format) supplied in connection with the Services, including manuals, instruction guides, online documentation, any written materials accompanying the Services or other materials provided to User by Learntail which describe the functionality and/or specifications of the Services.

1.6. Intellectual Property Rights: rights (of intellectual property) including but not limited to copyrights (including, of course, the copyright vested in software), database rights, domain names, trade name rights, trademark rights, design rights, neighboring rights, patent rights, as well as rights to know-how.

1.7. Office Hours: Monday through Friday, between 09.00 and 17.00 CEST, excluding any bank holidays observed in the Netherlands, holidays observed and announced by Learntail, and other days of which Learntail has indicated in advance that its offices will be closed.

1.8. Party/Parties: Learntail and the User together or separately.

1.9. Platform: the software-as-a-service solution provided by Learntail under the Agreement, which is accessible via the Website.

1.10. Services: any services provided by Learntail to User pursuant to an Agreement.

1.11. Service Plan Offer: Learntail's offer for Service Plans as presented by Learntail on the Platform and/or Website which User may choose to accept by way of the Platform -- leading to the conclusion of a new Service Plan between Learntail and User.

1.12. Service Plan: the (sub-agreement) service plan under which Services will be provided to User under the Agreement, as indicated in the Service Plan Offer and which forms an inextricable part of the Agreement. Depending on the agreed service plan, different features of the Services will be made available to Users and different pricing may apply.

1.13. Terms and Conditions: the present terms in this document.

1.14. User Content: any data and materials stored by or under the responsibility of User by way of the Services, or otherwise made available to Learntail by or under responsibility of the User in the context of the Agreement -- including but not limited to software, source code, object code, websites, logos, leaflets, images, texts, video's, audio and personal data within the meaning of the European Data Protection Regulation.

1.15. User Data: all information stored by User through the Service, or otherwise provided to Learntail under the Agreement.

1.16. User: any natural or legal entity to which Learntail provides Services under the Agreement.

1.17. Website: The website of Learntail, accessible via the domain learntail.com and its associate subdomains.

Article 2. Applicability and interpretation

2.1. The Terms and Conditions apply to all offers, including Service Plan Offers made by Learntail, the performance of work by or in the name of Learntail and the performance of (future) Agreements.

2.2. The applicability of any purchase conditions or other conditions of User are excluded.

2.3. Deviations from and additions to the Terms and Conditions shall only be valid if Learntail has accepted these in writing.

2.4. If any provision of the Agreement is null and void or is annulled, the remaining provisions of the Terms and Conditions will stay in full force and effect. Parties will then replace the null and void or annulled provision and this provision will be taken into account as much as possible.

Article 3.  Conclusion of the Agreement and Accounts

3.1. The Agreement is concluded upon User's completion of the registration form for an Account on the Website, and subsequent receipt by User of a written registration confirmation from Learntail, automated or otherwise.

3.2. User requires an Account to access the Services. During Account registration, Learntail is asked to provide login information (a unique username and password). User is obliged to use any Account made available by Learntail in a careful manner and to keep its login information secure and strictly confidential. Learntail has the right to assume that all acts performed following authentication of these Accounts have been performed under the supervision and with the approval of User. User is obliged to immediately notify Learntail if it suspects abuse of and/or unauthorized access to its Account. It is explicitly not permitted to share one Account with several people. Client is responsible for ensuring that each end user has his own Account.

3.3. The Services may be integrated with third-party product and/or services. Such integration may only occur if User first registers with the third party in question and accept the relevant terms and condition applicable to those third-party products and/or services. Learntail will in no case be liable or responsible for the (non-)functioning of such third-party products and/or services in relation to their integration with the Services.

3.4. In the event of any contradictions between the different documents compromising the Agreement, the following order of precedence shall apply:

  • any additional written agreements;

  • the Agreement;

  • if applicable, a service level agreement;

  • if applicable, a data protection agreement;

  • these Terms and Conditions.

3.5. If User is a Consumer, User has the possibility of dissolving the Agreement in writing and free of charge for a period of fourteen (14) days from the moment the Agreement was concluded. User can exercise its right of withdrawal by sending an unambiguous statement to Learntail within the cooling-off period. For this purpose, User can use the model withdrawal form (findable on the Website), but this is not mandatory.

Article 4. Performance of the Agreement

4.1. After conclusion of the Agreement Learntail will apply all commercially reasonable efforts to, as soon as possible, provide User with access to the relevant Services for the duration of the Agreement.

4.2. Any deadlines stated by Learntail are always indicative and are not to be considered as strict deadlines ("fatale termijnen").

4.3. Learntail will always provide User the Services on a 'commercially reasonable efforts' basis, unless Learntail has expressly committed to providing a specific result or made a specific guarantee in the Agreement.

4.4. Learntail is entitled to engage third parties in the performance of the Agreement. Any costs associated with this will only be at User's expense if this has been agreed in advance.

4.5. User is obliged to do everything that is reasonably required and desired to ensure that the Service is performed correctly in a timely manner. In particular, User will ensure that all information designated by Learntail as essential or in respect of which User should reasonably understand that it is required for the purpose of performing the Services, is provided to Learntail in a timely fashion. User makes sure that the information and details are correct, complete and up to date.

4.6. In the course of using the Services, it is possible that User creates or submits User Content, with which it may allow third parties to interact outside the secured Platform environment (i.e. via the public internet). In this event, User is responsible and liable for ensuring -- contractually and/or technically -- that such interaction and any new User Content resulting therefrom is fully compliant with these Terms and Conditions. User bears responsibility for such third parties. Any damage or loss caused by such a third party will be recovered from User. Learntail may assume that all actions performed in the course of such third-party interaction are performed under User's direction and supervision.

Article 5. Permitted use

5.1. User is prohibited from using the Services in a manner that is in violation of these Terms and Conditions or any applicable laws and regulations. Additionally, using the Services in a manner that may cause hindrance or loss and/or damage to Learntail or any third party is not permitted.

5.2. User is prohibited from using the Services in a manner that is in violation of these Terms and Conditions or any applicable laws and regulations. Additionally, using the Services in a manner that may cause hindrance or loss and/or damage to Learntail or any third party is not permitted.

5.3. It is prohibited to use the Services (even if legally permitted to do so):

  • to willfully distribute malware or any other harmful software;

  • to store or make available information or materials or other User Content that infringes upon any Intellectual Property Rights or other third-party rights, including violation of any third-party (open source) licenses;

  • to promote or provide instructions or information about how to engage in illegal conduct, commit illegal activities or promote physical harm or injury;

  • to store or make available materials that are threatening, libelous, defamatory, obscene, misleading, offensive or unlawful in any way whatsoever;

  • in any manner that may cause hindrance for other users of the Platform, or that may damage and/or impede the systems and networks of Learntail or third parties;

  • to send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;

  • to harvest, collect, gather or assemble information or data regarding other users of the Platform;

  • to attempt to gain unauthorized access to systems or networks; or

  • use multiple Accounts on the Service.

5.4. If, in Learntail's opinion, the operation of the computer systems or network of Learntail or third parties and/or provision of services via the internet is obstructed, impaired or otherwise at risk, in particular as a result of the transmission of excessive amounts of data, leaked personal data or virus activity, malware and similar harmful software, Learntail is authorised to take any and all measures it deems reasonably necessary to avert or prevent such risk. These measures include, but are not limited to, suspension of the Services and termination of the Agreement.

5.5. Learntail is entitled to disclose the name, address and other identifying data of User or the end user concerned to a third party who complains that User has violated its rights, provided that the applicable legal and/or jurisprudential requirements have been met.

5.6. Learntail will be entitled to report any acts that may be punishable as criminal offences. In doing so, Learntail may provide the relevant Materials and all relevant information about User and any involved third parties to the competent authorities and perform all other acts that these authorities request Learntail to perform in the context of an investigation.

5.7. User will follow all reasonable instructions issued by Learntail in relation to the use of the Services.

5.8. Learntail may recover from User any loss and/or damage sustained as a result of User's violations of this Article 5 and measures taken by Learntail as a result thereof. User shall indemnify Learntail and hold Learntail harmless against any third-party claims based on the assertion that the materials stored or distributed by User using the Services infringe on third-party rights or are otherwise unlawful.

Article 6. Notice and take down

6.1. If a third party points out to Learntail or if Learntail itself observes that, with the use of the Services, certain materials are stored or distributed that infringe third-party rights or otherwise violate laws and regulations, the Agreement or these General Terms and Conditions, Learntail shall notify User of the complaint or violation as soon as possible.

6.2. Learntail shall give User the opportunity to respond to the complaint within a reasonable time and take action if necessary. If User fails to do so, Learntail may itself take all reasonable measures to end the violation. This may result in certain User Data being deleted or made inaccessible, or access to the Services being blocked in whole or in part. In urgent cases (for example, when Learntail receives reports regarding the possible presence of child pornography) Learntail may take immediate action, without alerting User. If User is a Consumer, direct intervention by Learntail is only possible in the form of removal or blocking of the unlawful materials. However, in that case the legal (suspension) rights of Learntail shall continue to apply in full.

6.3. If potentially criminal materials are involved, Learntail shall be entitled to report them. In doing so, Learntail may hand over the relevant Materials and all relevant information about User and third parties (including User's customers) to the competent authorities and perform any other acts that such authorities request Learntail to perform as part of the investigation.

6.4. Learntail shall not be liable for any damages incurred by User, its customers as a result of a shutdown of the Services or removal of materials under the procedure described in this article.

6.5. User indemnifies Learntail against any claims by third parties based on the assertion that materials stored or distributed using the Services infringe its rights or are otherwise unlawful.

Article 7. Output of the Services

7.1. If User uses the Service, it will have to provide certain input to the Service. The Service will provide an output (hereinafter: "Output") based on User's input. User understands and acknowledges that this Output may not be accurate or correct due to the use of artificial intelligence. Learntail is not responsible for the accuracy or correctness of the Output.

7.2. Learntail makes no warranties regarding the Output and the Output is provided "as is".

Article 8. Access to the Services and Service Plans

8.1. The scope of User's access to different functionalities and features of the Services is determined by the agreed upon Service Plan.

8.2. Service Plans are concluded by User's acceptance of a relevant Service Plan Offer by way of its Account on the Platform, and subsequent receipt by User of a written purchase confirmation from Learntail, automated or otherwise.

8.3. If no paid Service Plan is concluded, or if an existing paid Service Plan expires or is terminated, the applicable Service Plan shall be the lowest available tier for personal use, which is provided by Learntail free of charge, as specified in the Service Plan Offer(s).

8.4. In the absence of a paid Service Plan, User will not be able to access part of the Services and associated features and functionalities until a (new) paid Service Plan is agreed between the Parties. Regardless of the foregoing, User will retain access to its Account and a limited set of features and functionalities of the Services, unless the Agreement is terminated in accordance with Article 20.

8.5. The Service Plan will be applicable for the duration specified in the relevant Service Plan Offer. If the specified duration is limited in time, the Service Plan will, after that initial duration (hereinafter "Initial Period") be automatically and tacitly renewed for successive periods of the same duration as the Initial Period (hereinafter: "Renewal Periods"), unless either Party provides the other Party with a written notice of non-renewal at least one (1) month before the end of an Initial Period or Renewal Period.

8.6. Article 8.5 does not apply in case User is a Consumer. In that case the Agreement is converted into an Agreement of indefinite duration after the expiry of the Initial Period. In that case, the Consumer may terminate the Agreement of indefinite duration at any time in writing after conversion, subject to a period of one (1) month.

8.6. Service Plan Renewal Periods shall be under the same terms and conditions as the Initial Term, unless Learntail has provided written notice to User of any amended terms and conditions and/or pricing of the Service Plan at least thirty (30) days prior to the beginning of the Renewal Period. In such event, the amended terms and conditions and/or pricing shall apply to the Renewal Period.

8.8. Learntail may immediately terminate the Agreement by written notice to User, without the requirement for notice of default or judicial intervention if User:

  • has been granted suspension of payments, whether provisionally or not;

  • is declared bankrupt; or

  • has its company dissolved or terminated.

8.9. In the event of bankruptcy of Learntail, User may only terminate the Agreement if such bankruptcy has the effect that User can no longer access and use the Platform, with the exception of temporary disruptions in accessing and using the Platform.

8.10. In the event User does not comply with its obligations under the Agreement, Learntail shall, without prejudice to its other rights and remedies, in any event be entitled to suspend the execution of the Agreement, or to wholly or partially dissolve the Agreement. The foregoing shall also apply in the event of late payment by User.

8.11. The applicability of Article 6:271 et seq. of the Dutch Civil Code is expressly excluded, unless User is a Consumer. As such, termination, dissolution, or end of the Agreement by different means, shall under no circumstance lead to obligations or commitments to undo parts of the Agreement already performed at the time of termination ("ongedaanmakingsverbintenissen").

Article 9.  License grant

9.1. In consideration of the fees specified in the applicable Service Plan (if any), Learntail grants User a non-exclusive, non-transferable license to use the Platform and the features and functionalities specified in the applicable Service Plan - for the duration, and in accordance with the conditions and limitations, specified in the applicable Service Plan and these Terms and Conditions.

9.2. User authorizes Learntail to publicly disclose that User is a user of the Services and Learntail may, in this context, incorporate User's name and logo in any promotional materials, including but not limited to the Website and in press releases.

9.3. The rights provided for the benefit of User under this Article 9 are granted to User only, and shall not be considered granted to any subsidiary or holding company of User, unless expressly agreed otherwise.

Article 10. Intellectual Property Rights of Learntail

10.1. User acknowledges and agrees that Learntail and/or its licensors own all Intellectual Property Rights in and to the Platform, Services, Documentation and other materials provided to it through the Services. User is not permitted to remove or alter any statement concerning copyright, trademarks, trade names or other Intellectual Property Rights from the Platform, Services, Documentation and other materials provided. User is not permitted to use or request domain names identical to or that confusingly correspond to any object that is subject to any Intellectual Property Right belonging to Learntail and/or its licensors.

10.2. User is not entitled to make changes to the Platform, Services, Documentation and other materials provided to it through the Services and are not entitled to a copy of associated source code, except as permitted by mandatory law or otherwise agreed. User is not permitted to retrieve the source code by means such as reverse engineering or decompilation.

10.3. Learntail may take (technical) measures to protect the Platform, Services, Documentation and other materials. Where Learntail has taken such security measures, User is not permitted to circumvent or remove such security.

10.4. Learntail represents and warrants that the Platform, Services, Documentation and other materials as provided by Learntail do not infringe on the Intellectual Property Rights of third parties.

10.5. In providing the Services, Learntail has the right to use third-party software and components, including open-source software.

Article 11. User Content and privacy

11.1. In using the Services, User may create or submit User Content. Any Intellectual Property Rights relating to such User Content shall remain with User or its licensors. User and/or its licensors shall own all right, title and interest in and to all User Content and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality thereof.

11.2. To the extent that User Data contains personal data, within the meaning of the European General Data Protection Regulation (hereinafter "GDPR"), concerning third parties, and such personal data is processed by Learntail under the Agreement, Learntail acts as processor and User as controller within the meaning of the GDPR. In such an event, the Parties shall conclude a separate data processing agreement. In the event User is a processor, Learntail shall be deemed a sub-processor. The manner in which Learntail uses personal data is described in the privacy policy as published on the Website.

11.3. Learntail receives a limited license to User Content and User Data for the purpose of providing and improving the Services, including any and all future aspects thereof. Learntail furthermore is permitted to use User Content and User Data for promotional activities.

11.4. In addition to the license specified in the previous paragraph, Learntail will receive an irrevocable and unrestricted right to use any analyses, reports and results generated by using User Content and User Data, in anonymized or aggregated form for its own purposes, such as improvement of its Services - provided all relevant applicable legislation, such as the GDPR, is adhered to.

11.5. Learntail shall not be responsible for any loss, destruction, alteration or disclosure of User Content caused by User or any third party (except those third parties sub-contracted by Learntail).

Article 12. Maintenance and availability

12.1. Learntail will use reasonable endeavors to realize the uninterrupted availability of its systems, network and Services, but offers no guarantees in this regard unless otherwise agreed by means of a Service Level Agreement. Learntail also makes no promises or guarantees as to security, availability and integrity of data transfers while making use of the Services, unless it explicitly states otherwise.

12.2. Learntail regularly carries out maintenance, adjustments or improvements of its systems, software, networks of parts thereof which could lead to unavailability of the Services. Should maintenance, adjustments or improvements require a reduced or total unavailability of the Services, then Learntail will attempt to carry out such maintenance as much as possible outside of Office Hours and will endeavor to notify User in advance of the scheduled maintenance. However, Learntail is in no case liable to compensate any damage arising in connection with such maintenance, unless otherwise agreed by means of a Service Level Agreement. If Learntail considers that there is a danger to the functioning of its systems, network or Services, Learntail will have the right to implement all measures it considers reasonably necessary to avert or prevent this danger. Since the Services is provided over the public internet, User is itself responsible for acquiring appropriate internet access and suitable anti-virus protection and the like. Learntail accepts no liability in this regard.

12.3. Learntail may release updates to the Services that address bugs or add new features. Learntail shall make such updates available to User as soon as practicable.

Article 13. Back-ups

13.1. If agreed upon in the Agreement or service level agreement Learntail will regularly make copies (backups) of User Data stored by User on Learntail's systems, and make these available to User on request, for a fee.

13.2. Reserve copies may be destroyed at any time after termination or dissolution of the Agreement. It is User's responsibility to request a copy of User Data upon termination or dissolution in accordance with Article 21 (Exit).

Article 14. Support

14.1. Learntail may provide Documentation relating to the Services, intended for troubleshooting and general usage support. If Learntail decides to provide Documentation, it may do so through the Platform and/or by other means on request of User.

14.2. In the event a paid Service Plan is applicable, Learntail will provide a reasonable level of remote support with regard to the Services during Office Hours - unless a more extensive level of support was agreed by way of a separate service level agreement. Support will be offered via a helpdesk. Learntail may assume that User and its end users will first consult any Documentation before contacting the helpdesk. Learntail may refer User and its end users back to the Documentation if it is of the opinion that the question or request can be solved by means thereof.

14.3. Learntail will apply commercially reasonable efforts to respond to any question or request submitted through the helpdesk as quickly as possible but cannot give any guarantees in this respect - unless agreed by way of a separate service level agreement. The time required for the processing of support requests depends on the nature and complexity of the matter at hand.

Article 15. Prices

15.1. In exchange for access to a paid Service Plan, User will be required to pay fees in accordance with the prices stated in the Service Plan Offer and/or the Agreement. Unless expressly indicated otherwise, all prices stated by Learntail in euros and are exclusive of value added tax (VAT) and other governmental levies.

15.2. Learntail is authorized to adjust its rates and pricing for ongoing Agreements on an annual basis on (i) the basis of the CBS ("Centraal Bureau voor de Statistiek") consumer price index (all households) or (ii) five percent (5%). User is not entitled to terminate the Agreement on the grounds of such.

15.3. Notwithstanding the previous paragraphs of this article, if User is a Consumer, User has the right to dissolve the Agreement if prices are increased within three months of the conclusion of the Agreement.

15.4. Any pricing increase that falls outside the scope of Article 15.2 shall, mutatis mutandis, be governed by the rules regarding amendment of these Terms and Conditions, as meant in Article 22.

Article 16. Payment

16.1. Learntail will be entitled to invoice paid Service Plans electronically and in advance.

16.2. Unless otherwise agreed, User grants a (SEPA) authorisation to automatically collect the amounts due by User. In each case, User shall ensure an adequate balance on the bank account designated for direct debit. If no debit can be made, User must pay the amounts invoiced by Learntail by means of a manual transfer before the end of the due date.

16.3. The due date for invoices sent by Learntail is thirty (30) days after the invoice date.

16.4. If the invoice is not paid within the payment term, User shall be legally in default of payment from the due date of the invoice, without prior notice of default being required. Learntail shall then be entitled to charge User the entire amount due, as well as the interest accrued on the amount due from the due date at one percent (1%) per month or, if higher, the statutory commercial interest.

16.5. Without prejudice to the above, all costs related to the collection of outstanding claims - both judicial and extrajudicial (including the costs for lawyers, bailiffs and collection agencies) - shall be at the expense of User.

16.6. User is not entitled to set off any payment obligation owed to User against any claim against Learntail for whatever reason.

16.7. Learntail is entitled to set off User's claims on Learntail against Learntail's claims, on whatever ground, on User.

16.8. The provisions included in Articles 16.4 to 16.7 do not apply if and insofar as User is a Consumer.

Article 17. Confidentiality

17.1. The Parties will treat as confidential the information they provide to each other before, during or after the performance of the Agreement if this information has been marked as confidential or if the receiving Party knows or should reasonably assume that this information was intended to be confidential. The Parties also impose this obligation on their employees and on the third parties engaged by them for the performance of the Agreement. These provisions continue to apply after the Agreement ends for any reason whatsoever and for as long as the disclosing party has the right to invoke the confidential nature of the information.

17.2. Each Party will use the same degree of care in protecting the Confidential Information of the disclosing party as it uses in protecting its own Confidential Information, but in no event less than reasonable care. Confidential Information shall only be disclosed to persons that have a 'need to know' in the context of performing the Agreement.

17.3. This Article 17 will not apply to any information which:

  • is or becomes generally available to the public other than as a result of a disclosure by the receiving Party in breach of the Agreement;

  • was within the receiving Party's possession prior to its disclosure to it by or on behalf of the disclosing Party;

  • becomes available to the receiving Party on a non-confidential basis from a source other than the disclosing Party not under obligation to keep such information confidential; or

  • is developed independently by the receiving Party.

17.4. In the event that a receiving Party becomes legally compelled to disclose any Confidential Information provided pursuant to the Agreement, such receiving Party will provide the disclosing Party with prompt written notice so that such disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the confidentiality provisions of the Agreement. Any Confidential Information provided hereunder will remain the exclusive property of the disclosing Party and in every other respects the receiving Party's confidentiality obligations will still apply.

17.5. Promptly after the expiration or termination of the Agreement for any reason, each receiving Party will deliver to each disclosing Party all originals and copies of any material in any form containing or representing the Confidential Information in its possession or will destroy the same at the request of the disclosing party relative to such Confidential Information.

Article 18. Liability

18.1. This article applies to Consumers only to the extent permissible under applicable law.

18.2. Learntail' liability for loss and/or damages resulting is limited to the amount (excluding VAT) that User has paid Learntail under the Agreement during the three (3) months prior to the event that caused the damages, where a series of related events counts as one event.

18.3. In the event a free Service Plan applies, or if the Parties have otherwise not concluded a paid Service Plan, Learntail shall - given the free of charge nature of the Services provided - not be liable for any loss and/or damages. User expressly acknowledges and agrees that Services provided under any free Service Plans, are provided on an "as is" and "as available" basis.

18.4. Learntail can only be liable towards User for direct damages as a result of an attributable failure in the performance of the Agreement. Learntail' liability for indirect damages is excluded. For the purposes of this Agreement, indirect damages include but is not limited to: lost savings, loss of data, loss of profit, damage to reputation and damage due to business interruption.

18.5. Learntail' liability for an attributable failure to perform the Agreement that can be remedied only arises if User gives Learntail prompt and proper written notice of default, giving Learntail a reasonable time period to remedy the default, and Learntail continues to fail to perform its obligations even after that time period. The notice of default must contain as detailed a description of the breach as possible so that Learntail is able to respond adequately.

18.6. Any right to compensation is subject to the condition that User notifies Learntail in writing of the damage within ninety (90) days after discovery.

18.7. User expressly acknowledges and agrees that Services provided under any Trial Service Plans, as well as Services provided while no Service Plan is applicable to the Agreement, are provided on an "as is" and "as available" basis and that Learntail assumes no liability whatsoever for any kind of damages arising from User's use of the Services in these situations, unless caused by the willful misconduct or deliberate recklessness of Learntail's management.

18.8. Learntail will use all commercially reasonable efforts to ensure that all materials, including Documentation, provided under the Agreement, are current and accurate, but assumes no risk for any use User may wish to make thereof.

18.9. The limitations of liability as referred to in this Agreement will lapse if and to the extent that the damage is the result of intent or deliberate recklessness, or other circumstances apply in which it is unlawful to exclude or limit liability.

Article 19. Force majeure

19.1. Learntail cannot be obliged to perform an obligation under the Agreement if the performance is prevented due to force majeure. Learntail is not liable for any loss and/or damage due to force majeure.

19.2. Force majeure is considered to exist in any event in case of power outages, internet failures, telecommunication infrastructure failures, network attacks (including D(DOS) attacks), attacks by malware or other harmful software, civil commotion, natural disaster, terror, mobilization, war, import and export barriers, strikes, stagnation in supplies, fire, floods and any circumstance wherein Learntail is not enabled to perform or prevented from performing by its suppliers, irrespective of the reason.

19.3. If a force majeure situation has lasted for more than ninety (90) days, Learntail will be entitled to give notice to terminate the Agreement in writing with immediate effect.

Article 20. Term and Termination of the Agreement

20.1. The Agreement is entered into for an indefinite period of time and may not be terminated except as provided for herein.

20.2. User may immediately terminate the Agreement at any time by deleting its Account, taking into account Article 20.6.

20.3. Learntail may terminate the Agreement at any time, provided that it takes into account a notice period of two (2) months.

20.4. Without prejudice to any other rights and remedies hereunder and/or by statutory law, Learntail will be entitled to suspend or terminate the Agreement if User commits a breach of its obligations under this Agreement by notifying User if such breach is irremediable or - if such breach is remediable - User fails to remedy that breach within a period of thirty (30) calendar days after being notified in writing to do so.

20.5. Learntail may suspend or give notice to terminate the Agreement in writing with immediate effect, without notice of default being required, in the event User is declared bankrupt, User applies for or is granted suspension of payments, User's activities are ceased, or its business is wound up. User may suspend its obligations under the Agreement if any of the situations specified in this Article 20.5 applies to Learntail, without prejudice to its termination rights and other suspension rights.

20.6. In the event that the Agreement is terminated, the amounts owed to Learntail by User until the moment of termination will become immediately due and payable (irrespective of the reason for the termination). User acknowledges that by terminating the Agreement, it will permanently lose access to any Service Plans active at the time of termination. User will not have a right to refunds or restitutions in the event a (paid) Service Plan is applicable to the Agreement at the moment of termination, unless the Agreement was terminated as described in Article 20.3 in which case Learntail will provide User with a refund in proportion to the part of the Service Plan that User was not able to use as result of the termination.

20.7. In the event of dissolution ('ontbinding') of the Agreement, applicability of section 6:271 et seq. of the Dutch Civil Code is excluded, and Learntail shall not be obliged to repay amounts paid by User, unless User is a Consumer.

20.8. The provisions of the Agreement which, by their nature and content, are intended, expressly or impliedly, to continue to have effect notwithstanding the completion, rescission, termination or expiration of the Agreement or Service Plan shall survive and continue to bind the Parties, and shall in any event include Article 16, Article 17, Article 18 and Article 20.

Article 21. Exit

21.1. Learntail shall, in the event of a legally valid termination of the Agreement, and in accordance with the Agreement, at the request of the User, which must have been submitted before or at the time of termination, make his best effort to cooperate in order to enable the transfer of User Data to another service provider. The foregoing is at all times limited to the possibilities as offered by Learntail and only applies if User has fulfilled all its obligations under the Agreement.

21.2. For the cooperation referred to in the previous paragraph, Learntail shall apply its then current hourly rate for User. All costs of the transfer to another service provider shall be borne by User.

Article 22. Amendments

22.1. Learntail is authorized to amend these Terms and Conditions and will announce any such amendments to User at least thirty (30) days in advance. Amendments also apply to Agreements already entered into.

22.2. If User does not wish to accept a change, User can lodge a written objection within fourteen (14) days after the announcement. If Learntail decides to proceed with the amendments despite User's objection, User can terminate the Agreement, in writing, with effect from and no later than the date on which the amendments take effect.

22.3. The procedure described in the preceding paragraph does not apply to (i) amendments of minor significance, (ii) amendments that benefit User, or (iii) amendments necessary because of mandatory legislation. Learntail may implement such changes unilaterally and with immediate effect. User will be informed of such changes as soon as possible.

Article 23. Complaints procedure

23.1. If User has a complaint about the Services provided, it may lodge such through the contact information listed at the bottom of these Terms and Conditions.

23.2. Learntail will provide User with a response to its complaint within a reasonable time, but in any case, within fourteen (14) days of receipt of the complaint. If it is not yet possible to provide a substantive or definitive response, Learntail will confirm the complaint within fourteen (14) days of the receipt and give an indication of the period within which it expects to provide a substantive or definitive response.

23.3. If User qualifies as a Consumer, it may also submit a complaint via the European Dispute Resolution Platform, accessible at http://ec.europa.eu/odr/.

Article 24. Miscellaneous

24.1. This Agreement is governed exclusively by the laws of the Netherlands. If User is a Consumer, he also enjoys the protection of the mandatory provisions of the law applicable where the Consumer is domiciled.

24.2. Any dispute between the Parties in connection with or rising from the Agreement will be submitted to the competent court in the Netherlands in the district where Learntail has its registered office - unless mandatory law prescribes otherwise.

24.3. Where the Agreement refers to "written" or "in writing", this also includes e-mail communication provided the identity of the sender and the integrity of the content can be adequately established.

24.4. If any provision of the Agreement is found to be contrary to applicable law, or is otherwise unenforceable, this provision will be amended to the extent that it is in accordance with applicable law, with due observance of the intended meaning of the relevant provision. This includes, in particular, any provisions that may be determined or held to be unreasonable onerous with regard to Consumers.

24.5. User will not be authorized to transfer this Agreement or any of its rights and obligations arising therefrom to a third party without the express consent of Learntail. Learntail will be authorized to transfer this Agreement and all its rights and obligations arising therefrom to a third party that acquires the business operations to which this Agreement is subject, unless mandatory law provides otherwise.

Contact Us

Questions, comments and/or complaints may be addressed to:

Learntail.com, a trade name of ArjanCodes Services B.V.

Jan van Eijklaan 2-4

3723BC, Bilthoven

The Netherlands