Terms and Conditions

Terms and Conditions
Proconsul BV , titled Marengo
Located in Bosschenhoofd, Chamber of Commerce no. 62966804

Article 1 – Definitions

• consultation: The request for help from the User to be processed by the Vet and the advice, diagnosis or treatment plan to be provided to the latter. 
• Participation form: with which Veterinarian indicates that he wishes to participate in the Platform;
• Employ: The access to the Platform to be provided by Marengo to Vet under this Agreement via a website, whereby the vet is given the opportunity to respond to requests for help from pet owners;
• User: The pet owner who uses the Platform to ask questions related to the health of his/her pet.
• starting date: As indicated on Entry Form;
• Intellectual property rights: the rights of Smart Guard involved in this Platform, including but not limited to logos, trade names, copyrights, database rights and know-how.   
• License(s):Marengo's right to operate the Platform and as such to admit Veterinarian as a service provider on the Platform;
• Agreement: This agreement between the User and Smart Guard, which arises through acceptance of these General Terms and Conditions.
• Platform:: The website provided by Smart Guard www.marengo.nl on which, in addition to general information regarding animal welfare, concrete requests for help from affiliated Service Providers can also be placed.
• Price: The fees that Veterinarian receives from pet owners for providing the Service on the Platform;
• Compensation: The payment that Veterinarian receives for providing his advice, diagnosis or treatment plan to the User.

Article 2 – Applicability of general terms and conditions 

1. These terms and conditions apply to products and services of whatever nature and under whatever name that Proconsul BV, hereinafter 'Marengo', offers on the platform www.marengo.nl.
2. Insofar as products or services of third parties are supplied to the User through the mediation of Marengo, the general terms and conditions of the relevant third parties also apply to the relationship between Marengo and the User, provided that the applicability thereof has been communicated to the User by this third party and the User has a reasonable possibility. required to take note of those conditions. In the event of a conflict between provisions of these general terms and conditions of Marengo and a third party, these present terms and conditions of Marengo shall prevail.
3. If any provision of these general terms and conditions is null and void or is nullified, the other provisions of these general terms and conditions will remain in full force. 

Article 3 – Nature of service provision

1. The legal relationship between the User and Marengo is an assignment agreement. The applicability of Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is expressly excluded.
2. Marengo has a best efforts obligation towards the User that aims to provide a suitable Veterinarian who can answer the User's request for help. Answering the request for help creates a payment obligation for the User, as agreed in advance with Marengo.
3. Marengo is authorized to engage third parties in the performance of the services without the consent of the User. 

Article 4 – Obligations Marengo 

1. Marengo applies quality standards when engaging Veterinarians in order to offer the User an optimal service. When analyzing the request for help formulated by the User, the Veterinarian depends on the information provided by the User. However, analyzing requests for help and providing advice, diagnoses and treatment plans remains human work. 
2. Marengo will make every effort to ensure that the Platform functions optimally and so that the User can use the service offered unimpeded as much as possible. 
3. Marengo will secure the Platform to the best of its ability, in accordance with the state of the art and in accordance with a level that may be expected of it, given the nature, scope and context of the information to be secured and the foreseeable risks in relation to the implementation costs, 
4. The foregoing means that Marengo has a best efforts obligation with regard to unimpeded access for the User to the Platform and that it is unavoidable that the Platform will sporadically be temporarily unavailable due to maintenance. 
5. Obvious errors in the offers and other communications do not bind Marengo.

Article 5 – Obligations User 

1. Only adults have access to services offered on the Platform.  
2. The User guarantees the correctness and completeness of the information provided to Marengo by or on behalf of the User on which Marengo has based its offer. 
3. After creating a personal account, the User obtains a personal right to access the Platform. The login code and password made available to the User are strictly personal, he must therefore keep these codes strictly confidential and/or use them with due care. Marengo accepts no liability for damages resulting from use, misuse or unauthorized use in relation to the Service as a result of unauthorized access. 
4. The User owes a monetary compensation for the provision of the service as announced prior to placing the request for help on the Platform, regardless of whether the service provided (diagnosis or treatment plan) was successful.
5. Amounts owed by the User for the Service to be purchased on the Platform are paid by the User through the payment service offered on the Platform. 
6. Reimbursement of the fee owed by the User is no longer possible after the request for help has been placed.

Article 6 – Duration of the agreement

1. The nature of the service that the User purchases from the Platform means that the duration is limited to a single request for help and its answer. Insofar as advice, diagnosis or treatment plan provided by a Vet leads to a follow-up process in which services are purchased from this Vet, this constitutes a new agreement between Vet and User.

Article 7 – Payment

1. All prices include turnover tax (VAT) but exclude any other product- or service-specific levies imposed by the government. All prices announced by Marengo are in euros and the User must pay in euros.
2. With regard to the services provided by Marengo or the Veterinarian and the amounts owed by the User, the data from Marengo's records provide complete evidence, without prejudice to the User's right to provide evidence to the contrary.
3. Insofar as there will be a periodic payment obligation on the part of the User, Marengo may annually, for the first time after a year has passed, index the price in accordance with the Consumer Price Index (CPI) where 2015 = 100. Such indexation will be notified in writing at least 1 month prior to the communicated with the User. If the User does not agree with this, he is entitled to terminate the agreement in writing within 14 days after this announcement with effect from the date on which the new price would come into effect. 
4. The User is not entitled to suspend any payment or to set off amounts owed.
5. Marengo has the right to suspend its obligations if the User does not or does not fully comply with the obligations under this article, without owing compensation to the User. 

Article 8 – Confidentiality

1. Marengo ensures that all information received from the User is treated confidentially and is only used for the purpose for which it was provided. This data will not be shared with third parties, unless this is necessary for the proper execution of the agreement or insofar as Marengo is obliged to do so due to a court decision, a statutory regulation or an order from a government agency. 
2. This article remains in force after the end of the agreement between the parties. 

Article 9 – Privacy and data processing

1. The information to be provided by the User to Marengo is limited to an absolute minimum with regard to the personal data required from the User. With regard to Marengo's responsibilities for data, as referred to in the legislation in the field of personal data protection, its Privacy Statement applies.   
2. The responsibility for the correctness of the data that the User adds to his account when using the Platform lies with the User. The user guarantees that the content and use of the data are not unlawful and do not infringe any right of a third party. The user indemnifies Marengo against any legal claim by a third party, for whatever reason, in connection with the provision of this data or the performance of the agreement.
3. Marengo will, if requested, inform the User in writing about the manner in which the User implements its obligations under the legislation in the field of personal data protection.

Article 10 – Security

1. The access or identification codes, certificates or other security tools provided by Marengo to the User are confidential and will be treated as such by the User. 
2. If requested, the user will immediately cooperate with an investigation to be carried out by or on behalf of Marengo regarding compliance with the agreed usage restrictions. 
3. Marengo is entitled to adjust the security measures from time to time at its own discretion if this is necessary due to changing circumstances. 
4. User shall adequately secure and keep secure its own hardware and internet infrastructure. 

Article 11 – Intellectual Property

1. The User agrees to the addition of the information supplied by the User to Marengo's databases. 
2. All (future) intellectual property rights, including, for example, copyright and database right, arising from the service provided and data collected by Marengo, are vested exclusively in Marengo. The user has no claim to these intellectual property rights accruing to Marengo. 
3. Marengo is never obliged to carry out data conversion, unless this has been expressly agreed in writing with the User. 

Article 12 – Dissolution and cancellation of the agreement

1. Marengo's service only consists of bringing supply and demand together. As soon as the User has formulated the request for help and it has been accepted by an involved Veterinarian, the Service has been provided by Marengo and this agreement can no longer be terminated. 
2. With regard to the advice, diagnosis or treatment plan to be provided by the Vet, the User enters into a direct legal relationship with the Vet. If the User is dissatisfied with the quality of the service provided by the Veterinarian, he must contact the Veterinarian concerned directly.  

Article 13 – Liability of Marengo

1. Marengo can only be held liable for an attributable shortcoming arising from the Service to be provided by it, provided that it has been given prior written notice of default by the User and has been given a reasonable term to still fulfill its obligations.  
2. Any obligation to compensate damage only sees direct damage. Marengo is never liable for indirect damage, including loss of data, consequential damage, lost profit, lost savings and damage due to business interruption, unless there is intent or deliberate recklessness on the part of Marengo.
3. Marengo's liability towards the buyer for whatever reason is limited per event tot the amount paid out by Marengo's insurer in the relevant case. Insofar as no cover exists, Marengo's liability is limited to the amount that the User paid for the relevant Service.  
4. A claim on this account against Marengo lapses 12 months after the claim arose
5. Excluded from compensation in case of liability is damage on the part of the User that can be characterized as: indirect damage, consequential damage, lost profit, lost savings, reduced goodwill, damage due to business interruption, damage related to the use of items suggested by Marengo to the User, materials or software. 

Article 14 – Force majeure

1. In the event of force majeure, Marengo is not obliged to comply with any obligation under this agreement. . Force majeure on the part of Marengo includes: (i) force majeure at third parties or defective goods or software of third parties, (ii) government measures, (iii) malfunction of the internet, data network or telecommunication facilities, (iv) (cyber) crime, (cyber) vandalism, war or terrorism, pandemic, epidemic.
2. If a force majeure situation lasts longer than ten days, each of the parties has the right to dissolve the agreement in writing. In that case, what has already been performed on the basis of the agreement will be settled pro rata, without the parties owing each other anything.

Article 15 – Applicable law and disputes

1. The agreements between Marengo and the User are governed by Dutch law.
2. Disputes that may arise between Marengo and the User as a result of the agreement concluded between the parties and/or as a result of further agreements resulting therefrom, will be settled by the competent court of the court of Zeeland-West Brabant location Breda, unless provisions of mandatory prescribe otherwise.