This Agreement was last updated on June 07, 2022.
1.1. This Making.com User Agreement (User Agreement) contains the terms and conditions that apply to all (online) quotations, proposals and orders with and to all services provided by Making.com B.V., a private company with limited liability, incorporated and existing under Dutch law, having its registered office at Boompjes 40, 3011 XB, Rotterdam, The Netherlands, registered with the trade register of the chamber of commerce under number 81258232, (Making.com).
1.2. This User Agreement together with the (online) quotation(s), proposal(s) or order(s) (Quotation) signed or otherwise accepted by the customer (Customer; you) form the entire Agreement between Making.com and Customer.
1.3. Please read this User Agreement carefully before accepting this User Agreement and the Quotation for your subscription for using the Service. You indicate your acceptance of and you agree to be bound by this User Agreement by signing or otherwise accepting the Quotation. If you are accepting this User Agreement on behalf of any corporation, partnership or other entity, you represent and warrant that you are authorized to legally bind such entity to this User Agreement.
2. Delivery of the Services
2.1. Making.com operates and maintains an online platform under the name Making.com where machine and equipment manufacturers can promote and provide information on their production technologies to potential makers of products (the Platform).
2.2. For the term of the subscription as defined in the Quotation Making.com may, depending on the type of plan selected by Customer, perform the following services and activities (the Services):
- 2.2.a. make available and maintain on the Platform the number of product links and stories as specified in the Quotation;
- 2.2.b. amend or develop the documentation, drawings, pictures, videos or other information or materials with regard to the production technologies of Customer;
- 2.2.c. provide Customer with specific requests from potential buyers for the production technologies of Customer solely to Customer; in case Customer does not accept the request within 10 working days, Making.com is free to provide the request to other customers and to other manufacturers on the Platform;
- 2.2.d. provide Customer with general requests from potential buyers not specifically related to the production technologies of Customer to Customer and to other manufacturers on the Platform;
- 2.2.e. provide Customer with support on using the Platform and maintaining and updating product links and stories of Customer;
- 2.2.f. for customers that subscribe to a plan that includes priority support: (i) schedule, prepare, participate in and follow-up on periodic review meetings with the customer, and (ii) optimize the content related to the technologies of the Customer as well as the link strategy to be better understood by search engines.
2.3. If Customer wishes to (i) modify or delete product links, Customer can make these changes directly on the platform. If Customer wishes to (i) modify or delete stories or certain production technologies, Customer shall make a request to Making.com to adjust the Services. Upon receipt of the request, Making.com will respond to Customer with a proposal for making the requested changes including an indicative timeline and, if applicable, a quotation of any costs for adjusting the Services.
2.4. Making.com reserves the right to modify, add, or remove parts of the Platform at any time at its discretion and without notice. If Making.com modifies any essential functionality in the Platform it will replace such functionality with substantially similar or improved functionality.
3.1. Making.com will provide support for technical questions and assistance regarding accessing and using the Service through the designated Account Manager or through the contact forms on the Platform or by e-mail: email@example.com.
3.2. Making.com shall use commercially reasonable efforts to respond during normal business hours to incidents that have been reported by Customer.
4. Customer responsibilities
4.1. Customer shall apply its own judgement in making any use of the Service and in following-up and accepting any leads proposed through the Platform.
4.2. Any conclusions, decisions or actions based upon any leads proposed through the Platform are at Customer's own risk and account and Making.com does not accept any liability for any damages, losses or expenses that may arise from Customer's conclusions, decisions or actions.
5. User Content
5.1. All copyrights and all other intellectual property regarding any documentation, drawings, pictures, videos or other information or materials with regard to the production technologies of Customer provided by Customer, collected and/or processed on or though the Platform (User Content) will be owned by Customer.
5.2. Customer hereby grants Making.com for the term of the subscription a royalty-free, worldwide, non-exclusive, license to copy, reproduce, modify, translate, and publish the User Content on the Platform.
5.3. Customer has the ability to access its User Content at any time during the term of the subscription set forth in the online Quotation, unless earlier terminated. Customer may export and retrieve its User Content during the term of the subscription.
5.4. Customer represents and warrants that (i) any User Content provided is correct, legal and does not infringe any rights of third parties (ii) it has the right to post, upload, send or license such User Content and (iii) the User Content does not infringe or violate any third-party rights.
5.5. Making.com reserves the right to verify, modify or delete such User Content when deemed necessary by it or following a notice of a third party.
5.6. Making.com shall in no way be held liable for any User Content. Customer shall defend, indemnify and hold Making.com harmless from and against any and all losses, expenses, damages, and liabilities arising directly or indirectly in respect of non-compliance with this clause 5.
6. Fees and payment
6.1. Customer shall pay Making.com the fees as agreed in the Quotation. Any discounts agreed in the Quotation only apply to the initial term or subscription under that Quotation and not to any renewals or subsequent subscriptions, extensions or additions. All fees and any other charges are exclusive of local taxes and duties and are exclusive of VAT. All fees shall be paid in euros (unless otherwise specified in the Quotation) and are due within thirty (30) days after the invoice date.
6.2. If Customer wishes to increase the number of product links or stories, Customer may order the additional product links or stories directly on the Platform under the terms and conditions of this User Agreement.
6.3. If Customer orders more product links or stories, Customer will be charged an additional fee calculated in accordance with the then current list price of Making.com.
6.4. If Customer fails to pay the fees on time, Making.com is entitled to automatically without further notice charge interest at the then current statutory commercial interest rate ex Section 6:119a of the Dutch Civil Code.
6.5. In the event of non-payment, Making.com shall have the right to remove the User Content from the Platform until full payment has been made.
7. Intellectual Property Rights
7.1. All copyrights and all other intellectual property rights in and in connection with the Platform, the underlying technology and processes, the "look and feel" of the Platform and other visual or non-literal elements and all related data, documentation and materials are and remain exclusively vested in Making.com or its licensors. This User Agreement does not intend to transfer any intellectual property rights to Customer or any third party.
7.2. Customer acknowledges these intellectual property rights and shall refrain from any form of direct or indirect violation of these intellectual property rights and shall not remove from or change in the Platform any designation concerning copyrights, or other intellectual property rights, including any indications concerning the confidential nature of the Platform.
7.3. Customer may not (i) access or use the Platform to create any derivative, comparable or competitive works, products or services from it, (ii) decompile, reverse engineer, disassemble, or seek to reconstruct or discover any humanly readable form of code of the Platform, and/or (iii) attempt to disable or circumvent any of the security mechanisms or restrictions within the Platform.
8. Mutual confidentiality
8.1. Each party shall maintain strict confidentiality with respect to all documents, data and materials - including all technical, commercial, financial and other information - of the other party which is marked confidential, which is clearly confidential by nature or regarding which the receiving party knows or should reasonably understand that such information is confidential (Confidential Information) and shall not disclose Confidential Information to third parties without the prior written consent of the disclosing party.
8.2. Confidential Information does not include information that: (i) has become publicly known through no breach of any obligations of confidentiality; (ii) has been independently developed without access to the Confidential Information; (iii) is received from a third party who has the lawful right to disclose such information; or (iv) required to be disclosed by law or by a governmental authority.
8.3. Each party shall take all necessary measures to safeguard the Confidential Information or any part or any copy thereof and to prevent the disclosure, use, copying, publication or dissemination of Confidential Information to a third party.
8.4. Customer shall impose the confidentiality obligations upon its respective employees and authorized third parties by written Agreement and shall see to it that its employees and authorized third parties shall at all times fully comply with such obligations.
9. Data Protection
9.1. Making.com may use the personal data provided by Customer in order to provide the Services and/or to contact Customer. With respect to such personal data, Making.com is the data controller and Making.com will only use such personal data in accordance with its privacy statement available at: https://making.com/privacy/.
10. Limited Warranty
10.1. Making.com warrants to Customer that it will (i) provide the Services to Customer with reasonable care, skill and diligence and in accordance with this User Agreement and (ii) use commercially reasonable efforts to correct or to provide a workaround for any material non-conformance of the Services.
10.2. The obligations set forth in this clause 10 constitute Making.com's exclusive obligations and liability and provide Customer's sole and exclusive recourse with respect to non-conformance of the Service. Making.com does not warrant that the Platform will operate error free or uninterrupted or that it will meet Customer's requirements.
10.3. To the maximum extent permitted by applicable law and except for the express provisions stated in this clause 10, the Services and the Platform are provided as is and as available, without any warranty, and Making.com hereby specifically excludes and disclaims the implied warranties of merchantability and fitness for a particular use and all other warranties, whether express or implied by law, statute or course of dealing.
11. Limitation of liability
11.1. Neither party is liable for any indirect or consequential loss, damages, cost or expense of any kind whatsoever and howsoever arising including, without limitation, loss of production, loss or corruption of data, loss of profits or of contracts, loss of operation time, loss of goodwill or anticipated savings or any liability of Customer to a third party, even if Making.com has been advised of the possibility of such loss.
11.2. The total aggregate liability of Making.com shall be limited to the fees paid by Customer under this User Agreement in the six (6) months immediately prior to the event giving rise to the liability occurred.
11.3. The limitations of liability set out in this clause 11 shall not apply if and insofar as damages are a result of intentional acts or omissions (opzet) or gross negligence (bewuste roekeloosheid) by the management of Making.com.
11.4. Any action against Making.com must be brought within twelve (12) months after the cause of action arises.
12. Term and Termination
12.1. Customer's subscription for the Service will start on the date specified in the Quotation for an initial term of one (1) year unless a different term is specified in the Quotation. After the initial term Customer's subscription will automatically renew for subsequent terms of one (1) year unless either party terminates the subscription at the end of the then current period by giving written notice.
12.2. Customer may terminate its subscription in whole or in part for its convenience at any time after the initial term ended, upon providing written notice to Making.com. Making.com will not reimburse any fees to Customer if Customer terminates its subscription for convenience.
12.3. If Customer (i) fails to comply with any of the provisions of this User Agreement and has not remedied such failure within 14 days after having been notified by Making.com identifying the failure, or (ii) commits an act of bankruptcy or has receiving order made against it or shall present its petition in bankruptcy or shall make an arrangement with or assignment in favour of its creditors or goes into liquidation, or (iii) is controlled by others than those exercising control at the time of concluding the subscription, Making.com shall be entitled at its own discretion to terminate the subscription with immediate effect upon written notification thereof to Customer and without incurring any liability towards Customer.
12.4. Customer shall be responsible for requesting copies of User Content or deleting any User Content from the Platform. Customer can request as such for 30 days following expiration or termination.
12.5. Expiration or termination of a subscription, for whatever reason shall not prejudice the provisions which by their nature must be deemed to survive expiration or termination, including but not limited to clauses regarding intellectual property, confidentiality, limitation of liability, applicable law and governing law and disputes.
13. Governing law and disputes
13.1. This User Agreement, the Quotation and all disputes arising from it will be exclusively governed by the laws of the Netherlands.
13.2. Any dispute arising pursuant to or in connection with this User Agreement shall be exclusively submitted to the courts of Rotterdam, the Netherlands.
13.3. The United Nations Convention on Contracts for the International Sale of Goods do not apply to these Terms of Service.
14.1. Severability and invalidity. If any term or provision of this User Agreement shall be held illegal or unenforceable in whole or in part, under any rule of law, such term or provision or part shall to that extent be modified or deemed modified to conform to such rule of law. The validity and enforceability or the remainder of this User Agreement shall not be affected.
14.2. Order of precedence. If there is a conflict between the terms of this User Agreement and the terms of a Quotation, the terms of the Quotation shall prevail but only to the extent of such conflict.
14.3. No waiver. No delay or omission by Making.com to exercise any right or power under this User Agreement or pursuant to applicable law shall impair such right or power or be construed as a waiver thereof.
14.4. Amendments to this User Agreement. Except for clause 5.1 and 8, Making.com may unilaterally amend this User Agreement from time to time in its sole discretion and Making.com will notify Customer thereof by e-mail. Amended versions of this User Agreement will be posted on the Platform and shall be effective 30 days after the date Customer has been informed.
14.5. No assignment. Customer shall not assign or delegate or otherwise deal with all or any of its rights or obligations under this User Agreement. Making.com shall have the right to assign or otherwise delegate all or any of its rights or obligations under this User Agreement to any person or entity.
14.6. Publicity. Making.com is entitled to use Customer's name, logo and trademark to refer to Customer as a customer of Making.com along with other customers in marketing materials such as the Making.com website, presentations and press releases.