General conditions Loaded Ink VOF
Happlify is a trade name of the general partnership Loaded Ink VOF registered with the Chamber of Commerce under number 27162152 and is located at Zwolsestraat 76, 2587 VJ in The Hague.
Article 1 Concepts
1. In these general terms and conditions, the following terms are used in the following meaning, unless expressly indicated otherwise.
2. Offer: any offer or quotation addressed to the Client for the provision of Services by Happlify.
3. Criteria: the requirements imposed by Happlify on the Client and/or to which the products and/or services of The Client must pay before the Agreement is concluded.
4. Services: the Service that Happlify offers is the exploitation of a Website for marketing purposes for the products and/or services of the Client.
5. Service provider: The general partnership Loaded Ink VOF under Happlify that offers Services to the Client hereinafter: Happlify.
6. Client: the natural or legal person who acts in the exercise of a profession or business that Happlify has appointed, has provided projects to Happlify for Services that are performed by Happlify, or to which Happlify has made a proposal based on an Agreement.
7. Agreement: any Agreement and other obligations between the Client and Happlify, as well as proposals from Happlify for Services that are provided by Happlify to the Client and that are accepted by the Client and have been accepted and performed by Happlify with which these general terms and conditions form an inseparable whole.
8. Report: the reporting by a visitor of the Website to Happlify or an intermediary of (alleged) unlawful or punishable content on the Website by the Client with the aim of having this content removed from the Internet.
9. Webiste: The Website used by Happlify is: www.happlify.nl.
Article 2 Applicability
1. These general terms and conditions apply to every Offer from Happlify, every Agreement between Happlify and the Client and to every Service offered by Happlify.
2. Before an Agreement is concluded, the Client will be provided with these general terms and conditions. If this is not reasonably possible, Happlify will indicate to the Client how the Client can view the general terms and conditions.
3. Deviation from these general terms and conditions is not possible. In exceptional situations, the general terms and conditions may be deviated from insofar as this has been explicitly agreed in writing with Happlify.
4. These general terms and conditions also apply to additional, amended and follow-up orders from the Client.
5. The general terms and conditions of the Client are excluded.
6. If one or more provisions of these general terms and conditions are partially or wholly invalid or are annulled, the other provisions of these general terms and conditions will remain in force, and the invalid/nullified provision(s) will be replaced by a provision with the same purport as the original provision.
7. Uncertainties about the content, explanation or situations that are not regulated in these general terms and conditions must be assessed and explained in the spirit of these general terms and conditions.
8. The applicability of Articles 7:404 of the Dutch Civil Code and 7:407 paragraph 2 of the Dutch Civil Code is explicitly excluded.
9. If reference is made to she/her in these general terms and conditions, this should also be construed as a reference to he/him/are, if and to the extent applicable.
Article 3 The Offer
1. All offers made by Happlify are without obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be expressly stated in the Offer.
2. Happlify is only bound by an Offer if it is confirmed in writing by the Client within 30 days. Nevertheless, Happlify has the right to refuse an Agreement with a (potential) Client for reasons that are valid for Happlify.
3. The Offer contains a description of the Services offered. The description is sufficiently specified, so that the Client is able to make a proper assessment of the offer. Any information in the offer is only an indication and cannot be a ground for any compensation or dissolution of the Agreement.
4. Offers or quotations do not automatically apply to follow-up orders.
5. Deadlines and delivery times in the Offer of Happlify are in principle indicative and if these are exceeded, the Client will not be entitled to dissolution or compensation, unless expressly agreed otherwise.
Article 4 Realization of the agreement
1. The Agreement is concluded at the moment that the Client has accepted an Offer or Agreement from Happlify by returning a signed copy (scanned or original) to Happlify, or expressly and unambiguously agrees to the Offer by e-mail, provided that the Client meets the Criteria set by Happlify.
2. Happlify is not bound by an Offer if the Client could reasonably have expected or should have understood or should have understood that the Offer contains an obvious mistake or error. The Client cannot derive any rights from this mistake or error.
3. Happlify establishes certain Criteria that the Client must meet before the Agreement is concluded. Happlify is entitled to refuse an assignment if the Client does not meet the Criteria set by Happlify.
4. Any Agreement entered into with Happlify or a project assigned to Happlify by the Client rests with the company and not with an individual person associated with Happlify.
5. The Client's right of withdrawal is excluded, unless otherwise agreed.
6. If the Agreement is entered into by several Clients, each Client is individually jointly and severally liable for the fulfillment of all obligations arising from the Agreement.
Article 5 Duration of the agreement
1. The Agreement is entered into for the duration as stated in the quotation, unless otherwise agreed. time.
2. Both the Client and Happlify can dissolve the Agreement on the basis of an attributable shortcoming in the fulfillment of the Agreement if the other party has been given written notice of default and it has been given a reasonable term to fulfill its obligations and it still fails to fulfill its obligations in that case. to comply correctly. This also includes the payment and cooperation obligations of the Client.
3. The dissolution of the Agreement does not affect the payment obligations of the Client insofar as Happlify has already performed work or delivered services at the time of the dissolution. The client must pay the agreed fee.
4. Premature termination of a subscription is not possible, unless explicitly agreed otherwise. The Client may terminate the Agreement by means of a written notice to Happlify. Termination must take place before the end of the agreed subscription period, with due observance of a notice period of 3 months.
5. Without prejudice to the foregoing, both the Client and Happlify can terminate the Agreement in whole or in part without further notice of default and with immediate effect by means of a written notification in the event one of the parties is granted a moratorium, bankruptcy has been filed or the company concerned ends due to liquidation. . If a situation as stated above occurs, Happlify is never obliged to refund monies already received and/or compensation.
Article 6 Access to the Service
1. As soon as the Client has paid the agreed fee, Happlify will provide the necessary data (username and password) in order to offer the Client access to the Service or the Website. The Client bears an independent duty of care with regard to the confidentiality of its login details as provided by Happlify.
2. Happlify only offers the Service. Happlify is never responsible for the contact between the Client and visitors to the Website, nor does it have any influence on any agreements made between the Client and visitors to the Website. The Client is therefore responsible for the use of the Service.
2. Happlify makes every effort to make the Website available to the Client.
3. Happlify will make every effort to perform the Agreement with the greatest possible care, as may be expected of a good Contractor. All Services are performed on the basis of a best efforts obligation. Happlify in no way guarantees a minimum number of visitors to the Client's Website or otherwise any form of guarantee with regard to sales, views or clicks.
4. The Client shall ensure that all information, data, intelligence and cooperation, which Happlify indicates are necessary or which the Client should reasonably understand to be necessary for access and/or use of the Service, are provided to Happlify. If any information provided by the Client needs to be changed, the Client itself is responsible for timely and correct notification of this change.
5. Happlify is not liable for damage, of whatever nature, that has arisen because Happlify has based on incorrect and/or incomplete information provided by the Client, unless Happlify was aware of this inaccuracy or incompleteness.
6. The Client is responsible for providing suitable equipment and software to be able to use the Service and is responsible for keeping the information posted on the Website up-to-date.
7. If the Agreement is terminated, this also terminates access to the Service.
Article 7 Availability of the Service
1. Happlify will perform the necessary maintenance on the Website. Happlify strives to improve the Service and access to the Website as far as reasonably possible to offer uninterruptedly to the Client.
2. Happlify will try to inform the Client of this maintenance as much as possible, but is not obliged to do so. Happlify is not liable to pay compensation in connection with the maintenance or otherwise temporary unavailability of the Website.
3. Happlify is entitled, if in its sole judgment there is a danger to the correct functioning of the Website, access to the Website for To (temporarily) suspend the client and visitors. Happlify will, to the extent necessary, take measures that it deems reasonably necessary to ensure the proper functioning of the Website.
4. If the Website is temporarily unavailable, for example due to a malfunction or force majeure, Happlify will also endeavor to inform the Client as much as possible about the nature and duration of the interruption and will endeavor to repair this interruption as soon as possible. .
Article 8 Notice and Take Down
1. After receipt of a Report, it will be handled and assessed by Happlify. To the extent necessary, Happlify takes action based on the results of the assessment process.
2. After receipt of the Notification, Happlify will, if necessary, contact the relevant visitor of the Website and/or the Client to whom this notification relates. The Client must follow Happlify's instructions with regard to the measures to be taken in connection with the Notification.
3. If, according to Happlify, there is no unmistakably unlawful and/or punishable content, Happlify will inform the person concerned and motivate this.
4. If, according to Happlify, there is unmistakably unlawful and/or punishable content, Happlify will ensure that the relevant content is removed without delay.
5. If an unequivocal judgment is not reached as to whether or not the content is unlawful and/or punishable, Happlify will inform the Client of the Notification with the request to remove the content or to contact the person concerned. If the data subject and the Client cannot resolve the matter, the data subject or Happlify can file a report if he or she believes it is a criminal offense. In the case of alleged illegal content, the data subject should preferably be given the opportunity to bring the dispute with the Client to court. If the Client does not wish to make itself known to the data subject, Happlify may proceed to provide the Client's name and address details to the data subject or to remove the relevant content.
6. In order to prevent that more content threatens to be removed during the measures to be taken by Happlify than to which the Report relates, Happlify always observes the necessary due care requirements.
7. The Client is at all times responsible for complying with the house rules and user conditions of Happlify, including, but not limited to, observing the Criteria and quality standard of Happlify. Happlify is entitled to temporarily deny the Client access to the Service if the Client no longer meets the Criteria after the Agreement has been concluded, provided that Happlify has given the Client notice of default and the Client has not repaired the defect within the period set by Happlify, insofar as the defect can reasonably be eligible for recovery.
8. The Client has an independent responsibility for the use of the Service. The Client is at all times obliged to adhere to the following conditions and must refrain from:
9. If the Client exhibits any of the above behaviors or otherwise causes damage or performs any actions that it can reasonably suspect will cause damage to the website or the servers (of Happlify) and Happlify has (already) been warned about this and/or has been temporarily or otherwise suspended, Happlify has the right to permanently deny the Client access, without being obliged to pay any compensation to the Client.
10. The client indemnifies Happlify against all damage as a result of the above. Happlify is not liable for any damage suffered by the Client as a result of its actions in connection with the conduct referred to in paragraph 8.
11. All login details provided to the Client are strictly personal. The Client is prohibited from providing third parties with access to the service by means of this information without the intervention and/or permission of Happlify.
12. In addition to the obligations under the law, damage caused by incompetence or failure to act in accordance with the above points is at the expense and risk of the Client.
13. The Client is responsible for the correct security of the equipment on which it uses the Website, security of login details and more.
14. The Client is prohibited from infringing the Intellectual Property Rights of Happlify, as well as the good name of Happlify.
15. If the Client places content, data and information on the Happlify Website, the use and content of this content will be at the Client's expense and risk. Client is at all times responsible for all data, information and content that he places or has placed on the Website.
16. Happlify always reserves the right to claim any compensation from the Client if Happlify has incurred damage caused by the Client's conduct.
Article 9 Additional work and changes
1. If during the performance of the Agreement it appears that the Agreement needs to be adjusted, or if further work is required at the Client's request to achieve the desired result for the Client, the Client is obliged to pay for this additional work according to the agreed rate. . Happlify is not obliged to comply with this request and may require the Client to conclude a separate Agreement for this purpose and/or to refer it to an authorized third party.
2. If the additional work is the result of negligence on the part of Happlify, Happlify has made an incorrect estimate or could have reasonably foreseen the work in question, these costs will not be passed on to the Client.
Article 10 Prices and payment
1. All prices are in principle exclusive of turnover tax (VAT), unless otherwise agreed.
2. Happlify provides its services in accordance with the agreed rate. The costs of the Service must be paid annually in advance, unless otherwise agreed.
3. The Client is obliged to fully reimburse the costs of third parties, which are deployed by Happlify after the Client's approval, unless expressly agreed otherwise.
4. The parties can agree that the Client must pay an advance. If an advance has been agreed, the Client must pay the advance before a start is made with the performance of the service.
5. The Client cannot derive any rights or expectations from a budget issued in advance, unless the parties have expressly agreed otherwise.
6. Happlify is entitled to annually increase the applicable prices and rates in accordance with the applicable inflation rates. Other price changes during the Agreement are only possible if and insofar as they are expressly laid down in the Agreement.
7. The Client must pay these costs at once, without settlement or suspension, within the specified payment term as stated on the invoice to the account number and details of Happlify made known to it.
8. In the event of liquidation, insolvency, bankruptcy, involuntary liquidation or request for payment towards the Client, the payment and all other obligations of the Client under the Agreement will become immediately due and payable.
Article 11 Collection Policy
1. If the Client does not meet its payment obligation, and has not fulfilled its obligation within the specified payment term, the Client is in default by operation of law, being a Company.
2. From the date that the Client is in default, Happlify will be entitled, without further notice of default, to the statutory commercial interest from the first day of default until full payment, and compensation for the extrajudicial costs in accordance with article 6:96 of the Dutch Civil Code to be calculated according to the graduated scale from the decision. compensation for extrajudicial collection costs from 1 July 2012.
3. If Happlify has incurred more or higher costs that are reasonably necessary, these costs are eligible for reimbursement. The full legal and execution costs incurred are also for the account of the Client.
Article 12 Privacy, data processing and security
1. Happlify handles the (personal) data of the Client with care and will only use it in accordance with the applicable standards.
2. The Client itself is responsible for the processing of data that are processed using a Happlify service. The Client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, the Client indemnifies Happlify against any (legal) claim related to this data or the execution of the Agreement.
3. If Happlify is required to provide information security under the Agreement, this security will meet the agreed specifications and a security level that, in view of the state of the art, the sensitivity of the data and the associated costs, is not unreasonable.
Article 13 Suspension and dissolution
1. Happlify has the right to retain information, data files and more that it has received or has realized if the Client has not yet (fully) fulfilled its payment obligations. This right remains in full force if a reason that is justified for Happlify arises which justifies suspension in that case.
2. Happlify is authorized to suspend the fulfillment of its obligations as soon as the Client is in default with the fulfillment of any obligation arising from the Agreement, including late payment of its invoices. The suspension will be immediately confirmed in writing to the Client.
3. In that case, Happlify is not liable for damage, for whatever reason, as a result of the suspension of its activities.
4. The suspension (and/or dissolution) does not affect the Client's payment obligations for work already performed. In addition, the Client is obliged to compensate Happlify for any financial loss that Happlify suffers as a result of the Client's default.
Article 14 Force of the majority
1. Happlify is not liable if it is unable to fulfill its obligations under the Agreement as a result of a force majeure situation.
2. Force majeure on the part of Happlify in any case includes, but is not limited to: (i) force majeure of suppliers of Happlify, (ii) failure to properly fulfill obligations of suppliers that the Client or its third parties have given to Happlify prescribed or recommended, (iii) defective software or any third parties involved in the performance of the service, (iv) government measures, (v) failure of electricity, internet, data network and/or telecommunication facilities, (vi) illness of employees of Happlify or advisors engaged by it and (vii) other situations that in the opinion of Happlify fall outside its sphere of influence that temporarily or permanently prevent the fulfillment of its obligations.
3. In the event of force majeure, both Parties have the right to dissolve the Agreement in whole or in part. In that case, all costs incurred before the dissolution of the Agreement will be paid by the Client. Happlify is not obliged to compensate the Client for any losses caused by such revocation.
Article 15 Limitation of Liability
1. Happlify only offers a Website that the Client can use. Happlify never offers guarantees (as in a number of clicks, sales, views, turnover and the like) with regard to the Website and excludes all liability insofar as no legal provision opposes this.
2. In the event of an attributable shortcoming on the part of Happlify, Happlify is only obliged to pay any compensation if the Client has given Happlify notice of default within 14 days of discovery of the shortcoming and Happlify has subsequently failed to rectify this shortcoming within a reasonable period of time. The notice of default must be submitted in writing and contain such an accurate description/substantiation of the shortcoming, so that Happlify is able to respond adequately.
3. Happlify expressly excludes all liability for consequential damage. Happlify is not liable for consequential damage, indirect damage, trading loss, loss of profit and/or loss suffered, lost savings, damage due to business interruption, capital losses, delay damage, interest damage and immaterial damage.
4. The Client indemnifies Happlify against all third-party claims as a result of a defect as a result of a service provided by the Client to a third party and which partly consisted of Services provided by Happlify, unless the Client can demonstrate that the damage was solely caused by the service from Happlify.
5. Happlify is not liable for damage caused by complications in connection with the availability or operation of the Website for third parties, as well as damage resulting from use of the Website contrary to conditions or purposes other than those for which the Website is intended.
6. Happlify does not guarantee an increase in views, visitors, clicks, sales and the like.
7. Happify is not liable for damage that is or may be the result of any act or omission as a result of (incomplete and/or incorrect) information in the Website or that of linked websites. Happlify strives to keep (the information in) the Website as up to date as possible and cannot be held liable for the Website not being available.
8. Happlify is not responsible for errors and/or irregularities in the functionality of the Website and is not liable for malfunctions, maintenance moments, or the unavailability of the Website for whatever reason.
9. Happlify does not guarantee a correct and complete transmission of the content of and e-mail sent by/on behalf of Happlify, nor for the timely receipt thereof.
10. All claims of the Client due to shortcomings on the part of Happlify will lapse if these have not been reported to Happlify in writing and with reasons within one year after the Client was aware or could reasonably have been aware of the facts on which it bases its claims. One year after the termination of the Agreement between the parties, Happlify's liability lapses.
Article 16 confidentiality
1. Happlify and the Client undertake to maintain the confidentiality of all confidential information obtained in the context of an assignment. Confidentiality arises from the assignment and must also be assumed if it can reasonably be expected that it concerns confidential information. Confidentiality does not apply if the information in question is already public/commonly known, the information is not confidential and/or the information was not disclosed to Happlify by the Client during the Agreement and/or was obtained by Happlify in any other way.
2. If Happlify is required by law or a court decision to provide the confidential information to (part of) the confidential information by law or competent court or to a designated third party and Happlify cannot invoke a right of nondisclosure, Happlify is not obliged to compensation and does not give the Client any ground for dissolution of the Agreement.
3. The transfer or dissemination of information to third parties and/or publication of statements, advice or productions provided by Happlify to third parties requires the written permission of Happlify, unless such permission has been expressly agreed in advance. The Client will indemnify Happlify against all claims by such third parties as a result of reliance on such information distributed without the written consent of Happlify
Article 17 Intellectual property rights
1. All IP rights and copyrights of Happlify, including in any case, but not limited to all concepts, designs, models and the like, rest exclusively with Happlify and are not transferred to the Client unless expressly agreed otherwise.
2. The Client is prohibited from disclosing, copying and/or multiplying, changing or making available to third parties all documents and software to which Happlify's IP rights and copyrights rest.
3. Parties will inform each other and take joint measures if an infringement of IP rights occurs.
4. Any use, duplication or disclosure of the materials that falls outside the scope of the agreement is considered a violation of Happlify's intellectual property rights. Any infringement that Partner and/or its User makes of the intellectual property rights of Happlify will be punished with a one-off fine of €5,000 (in words: five thousand euros) and a fine of €100 (in words: one hundred euros). euros) for each day that the infringement continues. This does not affect Happlify's right to claim additional compensation if the damage it has suffered exceeds this amount.
Article 18 Transfer of Risk and Indemnification
1. Happlify is not responsible for the (possible) loss, damage or mutilation of (digital) data that the Client places or has placed on the Website. The Client is responsible for data involved in using the Service.
2. The Client itself is responsible for the correctness, reliability and completeness of all data, information, documents and/or documents, in whatever form, that it provides to Happlify in the context of an Agreement, as well as for the data that it provides from third parties. has obtained and which have been provided to Happlify for the performance of the Service.
3. The Client indemnifies Happlify against any liability as a result of failure to fulfill its obligations, or failure to do so on time, with regard to the timely provision of all correct, reliable and complete data, information, documents and/or records.
4. The Client indemnifies Happlify against all claims from the Client and third parties engaged by it or working under it, as well as from clients of the Client, based on the failure to (timely) obtain any subsidies and/or permissions required in the context of the implementation of the Agreement.
5. The Client indemnifies Happlify against all third-party claims arising from the work performed for the Client, including but not limited to intellectual property rights on the data and information provided by the Client that can be used in the performance of the Agreement and/ or the acts or omissions of the Client towards third parties.
6. If the Client provides Happlify with electronic files, software or information carriers, the Client guarantees that these are free of viruses and defects.
Article 19 Complaints
1. If the Client is not satisfied with the service of Happlify or otherwise has complaints about the execution of its assignment, the Client is obliged to report these complaints as soon as possible, but no later than 7 calendar days after the relevant reason that led to the complaint. . Complaints can be reported in writing via email@example.com with the subject “Complaint”.
2. The complaint must be sufficiently substantiated and/or explained by the Client if Happlify is to be able to handle the complaint.
3. Happlify will respond substantively to the complaint as soon as possible, but no later than 7 calendar days after receipt of the complaint.
4. The parties will try to reach a solution together.
Article 20 Applicable law
1. The legal relationship between Happlify and the Client is governed by Dutch law.
2. Happlify has the right to change these general terms and conditions and will inform the Client thereof.
3. In the event of translations of these general terms and conditions, the Dutch version shall prevail.
4. All disputes arising from or in connection with the Agreement between Happlify and the Client will be settled by the competent court of the District Court of The Hague, unless mandatory provisions designate another competent court.
The Hague, November 4, 2019