Terms and Conditions Plug&Pay

A. General Provisions

Article 1 - Definitions

  1. 1.1. Plug&Pay: In these General Terms and Conditions, "Plug&Pay" means the company Plug&Pay B.V.

  2. 1.2 Licensee: The (legal) person with whom Plug&Pay B.V. has an Agreement.

  3. 1.3 Services: The services to be provided by Plug&Pay, as described on www.plugandpay.com including providing access to and use of the System via a browser, solely for the purpose of setting up the Website and maintain, and possibly host the Website.

  4. 1.4 Agreement: The Agreement (including these General Conditions) between Plug&Pay and Licensee pursuant to which Plug&Pay provides Licensee with Services provides or supplies goods.

  5. 1.5 System: Equipment, software (including also understood the program code for setting up and maintaining a Website), writing space and the Website through which it provides the Services to Licensee.

  6. 1.6 Website: The Website operated by Licensee based on the System of Plug&Pay.

  7. 1.7 General Terms and Conditions: these General Terms and Conditions

Article 2 - Applicability

  1. 2.1 These General Terms and Conditions apply to all offers and legal relations of Plug&Pay and to all Agreements concluded with Plug&Pay in which Plug&Pay provides goods and/or services of whatever nature and under whatever designation to Licensee.

  2. 2.2 The applicability of purchase or other conditions of Licensee is expressly rejected.

  3. 2.3 Licensee enters into this Agreement in the capacity of a business. Licensee therefore cannot invoke consumer law and does not have any protection such as the right of withdrawal.

  4. 2.4 Plug&Pay is entitled to unilaterally change the content of these General Terms and Conditions. Amendments shall be announced in writing or by e-mail and shall take effect fourteen (14) days after publication take effect, or on such other date as is specified in the publication mentioned.

  5. 2.5 If Licensee does not wish to accept the changes in the General Conditions accept, he has the right to terminate the Agreement as of the date on which the amended conditions become effective, Plug&Pay can terminate the contract without having to pay any compensation. The subscription fee paid will be pro-rated refunded.

  6. 2.6 Deviations from and additions to these General Terms and Conditions are only valid if agreed in writing between the parties.

  7. 2.7 If any provision of the General Conditions is nullified, the other provisions of these General Terms and Conditions shall remain in full force and effect. Plug&Pay and Licensee will in that case enter into consultations with the aim of new provisions to replace the void or nullified provisions.

Article 3 - Formation of Agreement

  1. 3.1 All offers by Plug&Pay are non-binding and may be withdrawn within ten working days after knowledge of the acceptance of the offer may be revoked, unless in the offer expressly indicated otherwise. Licensee warrants the accuracy and completeness of the information provided by or on behalf of him to Plug&Pay on which Plug&Pay based its offer.

  2. 3.2 The Agreement between Plug&Pay and Licensee is established by clicking on the order button in the last step of the registration process on the plugandpay.com Website. The Agreement is also established when payment details are provided by Licensee by phone, email or in writing.

  3. 3.3 Plug&Pay has the right, without giving any reason, to deny a potential Licensee.

  4. 3.4 Licensee shall appoint at least one contact person. Licensee shall ensure that one contact person is available during normal business hours. A change with regarding a contact person must be promptly communicated to Plug&Pay.

Article 4 - License

  1. 4.1 Plug&Pay is the exclusive owner of all existing and future intellectual property rights, such as copyrights, trademark rights, design rights, patent rights, source code and know-how, resting on or arising from the System and related software.

  2. 4.2 All intellectual property rights under the Agreement developed or software, websites, data files made available to Licensee, tools, training, testing and examination materials or other materials such as analyses, designs, documentation, reports, quotations, as well as preparatory material thereof belong exclusively to Plug&Pay, its licensors or its suppliers.

  3. 4.3 Plug&Pay grants Licensee a non-exclusive, non-transferable, non pledgeable and non-sublicensable right of use with respect to the System. The right of use commences at the conclusion of the Agreement only during the term of the Agreement. Licensee may not make any claim to the in article 4.1 intellectual property rights mentioned.

  4. 4.4 The right of use is not transferable. The Licensee is not permitted to use the right of use to sell, rent, sublicense or in any way or for make available to a third party for any purpose.

  5. 4.5 Licensee may only use the right of use for its own business activities.

  6. 4.6 Licensee shall not make any indication(s) regarding the confidential nature than or concerning copyrights, trademarks, trade names or any other right of intellectual property from the software, website, data files, equipment or (cause) materials to be removed or altered.

  7. 4.7 Even if not expressly provided for in the Agreement, Plug&Pay shall always be allowed to install technical devices to protect equipment, data files, websites, software made available, software involving provided to Licensee (directly or indirectly) access, and such in connection with with an agreed limitation in the content or duration of the right to use these objects. Licensee shall not use or cause to be used such technical device(s) remove or (have it) circumvented.

  8. 4.8 Licensee shall refrain from modulating, modifying, redeveloping or reverse engineering of intellectual property

  9. 4.9 Plug&Pay is never obliged to perform data conversion, unless it is expressly agreed upon in writing.

  10. 4.10 Without the permission of Plug&Pay, Licensee is prohibited from using any of the items provided by Plug&Pay transfer user name(s) and password(s) provided to third parties.

Article 5 - Duration

  1. 5.1 If and to the extent that the Agreement concluded between the parties is a continuing performance agreement, the Agreement is entered into for the term agreed upon between the parties, failing which the duration of 1 year applies.

  2. 5.2 The duration of the Agreement is tacitly extended each time for the duration of the originally agreed upon period, unless Licensee or Plug&Pay have extended the Agreement in writing, subject to a notice period of 7 calendar days before the end of the relevant period.

  3. 5.3 The Agreement cannot be terminated prematurely.

  4. 5.4 Licensee shall refrain, after termination or dissolution of the Agreement from any direct or indirect use of the licensed services and is obligated to all information obtained from Plug&Pay within two business days from the date of termination or termination from all (computer) equipment present at Licensee's premises.

  5. 5.5 Each of the parties shall have the power to dissolve the Agreement on account of an attributable failure to perform the Agreement only if the other party, always in all cases after providing the most detailed possible written notice of default setting a reasonable time for purification of the failure, imputably fails to perform material obligations to cooperation and/or provision of information by Licensee or a Licensee’s third party to be engaged shall in all cases apply as an essential obligation from the Agreement.

  6. 5.6 Plug&Pay and Licensee are entitled to terminate the Agreement with immediate effect. without further notice or judicial intervention in writing or by e-mail to say and without thereby being obliged to pay any compensation for costs or damages in the following cases;
    1. (1) if the other party files for bankruptcy or is in a state of bankruptcy is declared;
  7. (2) Licensee applies for (provisional) suspension of payments or he is granted (provisional) suspension of payments is granted; Licensee is placed in receivership or receivership, or Plug&Pay has its ceases or liquidates operations.

  8. 5.7 Notwithstanding anything else in this Agreement, the following obligations continue after the end of this Agreement:
  9. (1) outstanding payments;
  10. (2) intellectual property rights;
  11. (3) liability.

Article 6 - Rights and obligations Plug&Pay.

  1. 6.1 Plug&Pay makes every effort to make the Services continuously available but does not guarantee that the Services will be available at all times. We ask that you notify us by notify immediately if the System has a malfunction, such as an error message or failure of a functionality. You can do this by sending an email to [email protected].

  2. 6.2 Plug&Pay will use its best efforts to perform its Services with care, in where appropriate in accordance with the arrangements made in writing with Licensee and procedures. All Plug&Pay Services are performed on the basis of an intension obligation, unless and to the extent that in the written Agreement Licensee has expressly promised a result and the result in question also with adequately specified in the Agreement.

  3. 6.3 Any agreements regarding a service level (Service Level Agreement) will be only expressly agreed upon in writing. Licensee shall always keep Plug&Pay promptly inform about all circumstances that affect or may affect service level and its availability. If agreements on a service level are are made, then the availability of software, systems and related Services always measured in such a way that the pre-announced by Plug&Pay decommissioning due to preventive, corrective or adaptive maintenance or other forms of service, as well as circumstances beyond the control of Plug&Pay are located, shall be disregarded. Except as may be required by Licensee to provide evidence to the contrary, the availability measured by Plug&Pay will serve as full proof.

  4. 6.4 Plug&Pay is not involved in the content of Licensee's Website, Plug&Pay is therefore not responsible for the content and quality of the offered products and Services, advertising, and handling the sale such as payment and delivery.

  5. 6.5 Plug&Pay reserves the right to make changes to the Services and the System. Plug&Pay will make every effort to implement changes that limit the involve core functions of the Services and the System in advance, subject to a reasonable time, unless this is not reasonably or technically possible.

  6. 6.6 Plug&Pay may expand the Services and/or the System with modules that may include new functionalities. Modules offered to new users for a fee offered are not automatically covered by the scope of the Agreement. If Licensee wishes to make use of these modules, it must provide further make arrangements with Plug&Pay.

  7. 6.7 Plug&Pay provides an electronic newsletter in which Licensees are informed of developments in Plug&Pay's Services. Unless Licensee indicates not to appreciate this, the Licensee will receive during the term of this Agreement these electronic newsletters to the e-mail address provided during the registration process has been provided.

  8. 6.8 Data hosted by Plug&Pay is stored within the European Union. Plug&Pay makes every effort to make (daily) backups of data used within the Licensee's Website, but does not guarantee the availability of such data.

Article 7 - Rights and duties Licensee.

  1. 7.1 Licensee hereby acquires the non-exclusive and non-transferable right to use through the equipment and software to be provided by it to use the Services for the setting up a single Website. Plug&Pay will propose to Licensee on the basis of a user license the agreed computer programs and the agreed user documentation during the term of the Agreement for use at disposal, hereinafter referred to as the software. The right to use the software is non-exclusive, non-transferable, non-possessory and non-sublicensable. The obligation to make available by Plug&Pay and the right of use of Licensee extend only to the so-called object code of the software. Licensee's right of use does not extend to the source code of the software. The source code of the software and those used in the development of the software created technical documentation are not made available to Licensee, even if Licensee is willing to provide a financial fee to be paid.

  2. 7.2 Licensee is responsible for all use of the Services. Licensee shall the agreed restrictions, of whatever nature or content, on the right to use of the software at all times. Licensee may use the software solely in and for the benefit of his own business or organization and such only to the extent necessary for the intended use. Licensee shall use the not use software for the benefit of third parties, such as in the context of 'Software-as-a- Service' (SaaS) or 'outsourcing'.

  3. 7.3 Plug&Pay is never responsible for making backups of the data of Licensee. Licensee is solely responsible for properly making Of backups of proprietary data used to set up and maintain of the Website.

  4. 7.4 Licensee must provide accurate, current and provide complete (address) information which will be requested from Licensee during the registration process. Licensee must change these (address) details as soon as possible through Plug&Pay's back office.

  5. 7.5 Licensee shall refrain from unauthorized use of the Services and shall act and behave in accordance with what may be expected by Plug&Pay of a careful user. In particular, when using the Services, Licensee shall:
  6. - Not post data on the System that infringes intellectual property rights of third parties;
  7. - not offer products or services that are stolen, in violation of legal provisions or otherwise infringe third-party rights;
  8. - not disseminate data in violation of legal provisions, the public order and morality;
  9. - not intentionally spread or cause to be spread viruses or other programs that may cause damage to equipment, software or data of third parties;
  10. - not (attempt to) access computers or computer systems for which he is not authorized ("hacking");
  11. - not alter, delete or render data posted on the System from other users of the Services or add data from third-party without the consent of the relevant third party;
  12. - not use the Services in such a way that it the proper operation is prevented, or that it causes damage or inconvenience to other users of the Services may be inflicted;
  13. - refrain from making his username part of the Services to third parties. Licensee shall be username strictly personal and confidential;
  14. - follow up any instructions from Plug&Pay given in connection with the use of its Services.

  15. 7.6 Without prejudice to its other rights under the law or the Agreement, it retains Plug&Pay reserves the right to suspend its obligations to Licensee or immediately terminate the Agreement without notice if it is acts, or is reasonably suspected of acting, in violation of Article 7.5 without Plug&Pay is liable for any compensation.

  16. 7.7 If a Licensee wishes to have a security check performed by a third party is possible, but the date and time of this check must be coordinated with Plug&Pay.

  17. 7.8 When switching platforms, the Licensee is responsible for the Setting up redirects from old URLs to new (Plug&Pay) URLs, in order that the SEO value is of the old URLs is preserved.

  18. 7.9 Licensee is obliged, in appropriate cases, to cooperate to registration, transfer and cancellation of domains, change of registrations in the allocation authority databases and change of providers and registrars.

  19. 7.10 Licensee is never permitted to use the software to be sold, leased, disposed of, or placed on grant limited rights or in any manner, for any purpose or under any title whatsoever also be made available to a third party.

  20. 7.11 If requested, Licensee will promptly cooperate with any investigation by or investigation to be conducted on behalf of Plug&Pay regarding compliance with the agreed restrictions on use. Licensee shall at the first request of Plug&Pay grant access to its premises and systems. Plug&Pay will maintain all confidential business information he obtains from or at Plug&Pay in the course of an investigation, to the extent that such information does not relate to the use of the software itself, keep confidential.7.12 The parties agree that the Agreement entered into between the parties, for insofar as it relates to the provision for use of software, shall never be considered a purchase agreement.

  21. 7.13 Plug&Pay has no obligation to maintain the software and/or the Provide support to users and/or administrators of the software. If notwithstanding the foregoing, Plug&Pay is requested to perform maintenance and/or provide support with respect to the software, Plug&Pay may require that Licensee enters into a separate written Agreement for that purpose.

Article 8 - License fee and prices

  1. 8.1 License fees specified by or agreed with Plug&Pay and other prices or rates are exclusive of sales tax (VAT) and other taxes or levies, unless otherwise stated. If, according to the agreement concluded between the parties, Licensee Agreement consists of multiple natural persons and/or legal entities, each of Those (legal) persons are jointly and severally liable to Plug&Pay for compliance with the Agreement.

  2. 8.2 Plug&Pay is entitled in all cases to adjust the agreed price by means of an e-mail to Licensee subject to a period of thirty (30) days.

  3. 8.3 If Licensee does not wish to agree to an offer made known by Plug&Pay made adjustment to the price, Licensee is entitled within thirty (30) days after notice thereof to terminate the Agreement in writing or by e-mail by the date specified in Plug&Pay's notice when the price adjustment takes effect would enter. The license fee paid will be refunded pro rata.

  4. 8.4 Licensee agrees, with respect to the payment of the license fee and other amounts due, no recourse to set-off. Licensee may pay the not suspend payment of the license fee or other amounts by invoking the possible unsoundness of the Services.

  5. 8.5 If Plug&Pay blocks a Service under the applicable terms, it is entitled to attach a condition to a deblocking that Licensee must pay the meets the costs applicable, in accordance with the costs applicable at the time of the debarment at Plug&Pay applicable.

Article 9 - Payment

  1. 9.1 The license fee will be invoiced prior to the period.

  2. 9.2 Payment of the license fee must be made no later than fourteen (14) days from invoice date when no payment method is used on based on direct transfer (iDeal, PayPal, Credit Card etc.).

  3. 9.3 Plug&Pay has the right at all times to require full or partial payment in advance, claim and/or otherwise obtain security for payment.

  4. 9.4 If Licensee fails to pay the amounts due within the agreed term, Licensee shall, without the need for any notice of default, immediately enter into default and owe statutory interest on the outstanding amount. If Licensee after notice of default continues to fail to pay the claim, the claim may be be given out of hands, in which case Licensee, in addition to the then payable total amount shall also be liable to pay full compensation for extrajudicial and court costs, including all costs calculated by outside experts in addition to the legally determined costs, related to the collection of this claim or of legal exercise otherwise, the amount of which is set at a minimum of 15% of the total amount with a minimum of €75. This does not affect the other legal and contractual rights of Licensee.

  5. 9.5 Without prejudice to its other rights under the law or the Agreement, is Plug&Pay, failing timely payment, entitled to suspend the Service without be liable to Licensee for any compensation for costs or damages.

  6. 9.6 Plug&Pay has the right at all times to disable the Website if payment of the invoice has not been received after more than 45 days from the date of sending/notification.

  7. 9.7 Licensee must, if he/she intends to cancel the automatic/one-time direct debit at bank to reverse first consult with Plug&Pay.

  8. 9.8 To the extent that the services involve the provision of a payment method, these services offered by Mollie B.V., and also performed by Mollie B.V.(the so-called "Services Offered by Third Parties"). Licensee hereby agrees known and agreed.

  9. 9.9. In the case of Services offered by Third Parties, as referred to in paragraph 8 of this Article, upon acceptance of an offer, Licensee enters into a direct agreement with the respective third party.

  10. 9.10. With respect to (such Services referred to in the preceding paragraph) offered by Third Parties does not create an Agreement for payment services between Plug&Pay and Licensee, but between the relevant Third Party and Licensee. Plug&Pay is thus not a party to the aforementioned agreement.

  11. 9.11. Plug&Pay is in no way liable for any damage that Licensee suffers in connection with (the performance of) the agreement relating to Services offered by Third Parties.

Article 10 - Warranty, refunds & advertising

  1. 10.1 Plug&Pay will make every effort to the best of its ability to correct errors, which are detailed described have been reported to Plug&Pay in writing, within a reasonable period of time to repair if received within a period of three months after delivery. Plug&Pay does not warrant that the software is suitable for the actual and/or intended use. Nor does Plug&Pay guarantee that the software will be used without interruption will work and/or that all errors are always corrected. The recovery will be performed free of charge, unless the software was developed on behalf of Licensee, other than for a fixed price, in which case Plug&Pay according to its usual rates will charge the cost of repair. The obligation to repair lapses if Licensee without written permission from Plug&Pay changes to the installs or causes to be installed software. Repair of errors shall be done at a location and manner to be determined by Plug&Pay. Plug&Pay is entitled to temporary solutions or program detours or problem-avoiding restrictions in the software.

  2. 10.2 Plug&Pay is never obliged to restore mutilated or lost data.

  3. 10.3 Defects in the security of the information stored by Licensee on the systems of Plug&Pay and defects resulting from actions of Licensee itself or of other licensees or Internet users, due to changes in dial-in numbers, login procedures, account and/or e-mail address or other changes, fall not covered by the warranty and are at the expense and risk of Licensee.

  4. If Plug&Pay is required under the Agreement to provide a form of information security, that security will meet the between specifications regarding security agreed upon by the parties in writing.

  5. Plug&Pay does not warrant that information security under all circumstances is effective. If an expressly defined method of security lacking in the Agreement, the security will comply with a level that, given the state of the art, the sensitivity of the data and the costs associated with providing security is not unreasonable. The costs incurred by Access or identification codes provided to Licensee by or on behalf of Plug&Pay and certificates are confidential and will be treated as such by Licensee handled and only to authorized personnel from within the organization of Licensee to be made known. 

  6. Plug&Pay is entitled to change access or identification codes and certificates. Licensee shall beadequately secure systems and infrastructure and at all times have antivirus software in operation.

  7. 10.4 If the parties have not agreed on an acceptance test, Licensee accepts the software in the condition it is in at the time of delivery ('as is, where is'), therefore with all visible and invisible errors and defects, notwithstanding Plug&Pay's obligations under the guarantee scheme. Licensee shall pay the provided Service to be accurately approved immediately upon activation, under penalty of forfeiture of any right of claim and/or warranty. In the aforementioned case, the software will be delivered to the delivery or, if an installation to be performed by Plug&Pay is in writing agreed upon, upon  completion of the installation, shall be deemed accepted by Licensee.

  8. 10.5 If Licensee disagrees with a write-off of its account/credit card, Licensee may contact Plug&Pay via the contact page on the website. Licensee will then receive within 15 business days a substantive response from Plug&Pay. If Licensee's dispute is found to be well-founded found, the amount collected will be reversed as soon as possible to the account from which it was debited.

  9. 10.6 It is not permitted to terminate the Agreement prematurely and, as a result recover amounts already paid therefrom. After the end of the contract period it is possible to terminate the Agreement, without charge, in accordance with Article 5.

  10. 10.7 Complaints do not suspend Licensee's payment obligations.

  11. 10.8 Any agreements regarding a service level (Service Level Agreement) will be only expressly agreed upon in writing. Licensee shall always keep Plug&Pay promptly inform about all circumstances that affect or may affect the level of service and its availability.

  12. 10.9 If service level agreements have been made, then the availability of software, systems and related services always measured such that the decommissioning announced in advance by Plug&Pay due to preventive, corrective or adaptive maintenance or other forms of service, as well as circumstances beyond the sphere of influence of Plug&Pay are not considered. Except by Licensee's evidence to the contrary shall be the availability measured by Plug&Pay as full evidence apply.

Article 11 - Intellectual property rights

  1. 11.1 If Plug&Pay is willing to undertake to transfer a right of intellectual property, such a commitment can only be made in writing and expressly be entered into. If the parties agree in writing that a right of intellectual property with respect to specifically developed for Licensee software, websites, data files, equipment or other materials, will pass on Licensee, this does not affect Plug&Pay's right or ability to use the to that development underlying components, general principles, ideas, designs, algorithms, documentation, works, programming languages, protocols, standards and the like for other purposes without restriction and/or exploit, either for itself or for third parties. Nor does the transfer affect of an intellectual property right to the right of Plug&Pay, for the benefit of himself or a third party, to make developments similar or derived from those which have been or will be made on behalf of Licensee.

  2. 11.2 All rights of intellectual property in the products created under the Agreement software developed or made available to Licensee, websites, data files, equipment, training, testing and examination materials or other materials such as analyses, designs, documentation, reports, quotations, as well as preparatory material thereof, are owned exclusively by Plug&Pay, its licensors or its suppliers. Licensee acquires the rights of use accompanying these general conditions, the Agreement entered into in writing between the parties and the law expressly have been granted. A right of use granted to Licensee is non-exclusive, non- transferable, non-pledgeable and non-sublicensable.

  3. 11.3 Licensee shall not make any indication(s) regarding the confidential nature than or concerning copyrights, trademarks, trade names or any other right of intellectual property from the software, websites, data files, equipment or (cause) materials to be removed or altered.

  4. 11.4 Even if the Agreement does not expressly provide for this, Plug&Pay shall always permitted technical devices to protect equipment, data files, websites, software made available, software involving provided to Licensee (directly or indirectly) access, and such in connection with with an agreed limitation in the content or duration of the right to use these objects. Licensee shall not use or cause to be used such technical device(s). remove or (have it) circumvented.

  5. 11.5 Licensee warrants that no rights of third parties oppose Provision to Plug&Pay of equipment, software, for websites intended material, data files and/or other materials and/or designs, for the purpose of use, maintenance, editing, installation or integration. Licensee shall indemnify Plug&Pay against any claim by a third party based on the allegation that such making available, use, maintenance, editing, installation or integration infringes to any right of that third party.

  6. 11.6 Plug&Pay is never obliged to perform data conversion, unless this is expressly agreed in writing with Licensee.

  7. 11.7 Licensee is not permitted to use the Service or any part of it to copy, reproduce or otherwise duplicate, translate, adapt to adapt, recreate, modify or reconstruct.

Article 12 - Liability

  1. 12.1 The total liability of Plug&Pay on account of an attributable failure in performance of the Agreement or on any legal basis whatsoever, including expressly includes any failure in the fulfillment of an agreement with Licensee. Agreed warranty obligation or indemnity, is limited to compensation for direct damages. Direct damage means only property damage. Notwithstanding any other provision, Plug&Pay's liability to Licensee is expressly limited to the amount provided by Plug&Pay's liability insurance(s) in as the case may be. In no event shall the total liability of Plug&Pay for direct damages, on any legal basis, however, in excess of €50,000 (fifty thousand Euros) amount.

  2. 12.2 Plug&Pay's liability for indirect damages including, consequential damages, lost profits, lost savings, reduced goodwill, damages due to business interruption, damages resulting from claims by Licensee's customers, damages related to the use of by Licensee to Plug&Pay prescribed items, materials or software of third parties and damages related relating to the engagement of Licensee prescribed by Licensee to Plug&Pay suppliers, is excluded. Also excluded is the liability of Plug&Pay related to mutilation, destruction or loss of data or documents.

  3. 12.3 The exclusions and limitations referred to in this article shall lapse if and insofar as the damage resulted from intentional or deliberate recklessness of the corporate management of Plug&Pay.

  4. 12.4 The condition for any right to compensation is always that Licensee the damage as soon as possible after its occurrence in writing to Plug&Pay, but no later than twelve (12) days after the damage occurred. Any claim for damages by Plug&Pay lapses due to failure to timely report the damage or by the mere lapse of twenty-four (24) months after the occurrence of the claim, unless Licensee filed a brought legal action for damages.

  5. 12.5 Licensee indemnifies Plug&Pay against all claims by third parties due to product liability as a result of a defect in a product or system used by Licensee delivered to a third party that consisted in part of Plug&Pay supplied equipment, software or other materials, unless and to the extent Licensee proves that the damage was caused by that equipment, software or other materials.

  6. 12.6 The provisions of this article, as well as all other limitations and exclusions of liability mentioned in these General Conditions, also apply in favor of All (legal) persons whom Plug&Pay relies on in performing the Agreement serves.

  7. 12.7 Deficiencies of any kind in the services of third parties, such as our external (hosting) providers, data storage or telecommunications services and other suppliers of Plug&Pay, are not attributable to Plug&Pay and Plug&Pay is not liable for damages caused by these deficiencies

Article 13 - Deadlines

  1. 13.1. Plug&Pay shall make reasonable efforts to ensure that its named or intermediate parties agreed upon, whether or not final (delivery) deadlines and/or (delivery) dates as much as possible. By Plug&Pay mentioned or between parties agreed dates, always apply as target dates, do not bind Plug&Pay and have always indicative in nature.

  2. 13.2 If the exceeding of any term is imminent, Plug&Pay and Licensee in enter into discussions to determine the impact of the overrun on further planning.

  3. 13.3 In all cases - therefore, even if the parties set a final (delivery) deadline or (completion) date have been agreed upon - Plug&Pay will not come into default after Licensee has given Plug&Pay written notice of default, whereby Licensee gives Plug&Pay a reasonable time to cure the deficiency (on the agreed upon) and this reasonable period of time has expired. The notice of default must include as complete and detailed a description of the deficiency as possible, so that Plug&Pay is given the opportunity to respond appropriately.

  4. 13.4 If it is agreed that the performance of the agreed work is will take place in stages, Plug&Pay is entitled to delay the start of the work that is belonging to a phase until Licensee has completed the results of the related preceding phase has approved in writing.

  5. 13.5 Plug&Pay is not bound by a final (delivery) date or otherwise (delivery) period if the parties make a change to the content or scope of the Agreement (additional work, change in specifications, etc.) or a change in approach to the performance of the Agreement have been agreed upon, or if Licensee’s obligations under the Agreement not, not timely or not fully fulfillment. The fact that during the performance of the Agreement (the demand for) additional work shall never constitute grounds for cancellation or dissolution of the contract by Licensee.

Article 14 - Dissolution and termination of the Agreement.

  1. 14.1 Each of the parties shall have the power to dissolve the Agreement due to an attributable failure in the performance of the Agreement only to if the other party, always in all cases after providing the most detailed written notice of default setting a reasonable time for purification of the failure, imputably fails to perform substantial obligations under the Agreement. Payment obligations of Licensee and all obligations to cooperate and/or provide information by Licensee or a third party to be engaged by Licensee shall in all cases count as substantial obligations under the Agreement.

  2. 14.2 If, at the time of dissolution, Licensee has already been performing of the Agreement, such performance and the associated related payment obligations are not subject to undoing.

  3. 14.3 Amounts invoiced by Plug&Pay before the dissolution in connection with what Plug&Pay has already properly performed or delivered, shall, subject to the provisions of the preceding sentence, remain unaffected due and become immediately payable at the time of dissolution.

  4. 14.4 If an Agreement has been entered into for an indefinite period of time, it may be entered into by either party after proper consultation and stating reasons, be terminated in writing. If no period of notice has been agreed upon, the notice of termination should be given with reasonable notice be taken. Plug&Pay will never be liable for any compensation on account of termination.

  5. 14.5 Licensee is not entitled to enter into an Assignment Agreement, which for entered into for a definite period of time, to be terminated prematurely.

  6. 14.6 Either party may terminate the Agreement with immediate effect without notice of default, effective in whole or in part in writing if the other party - whether or not provisional - suspension of payments is granted, if with respect to the other party bankruptcy is filed, if the other party's business is liquidated or terminated other than for the purpose of reconstruction or amalgamation of enterprises. Plug&Pay may also terminate the Agreement without notice of default with immediate effect in whole or in part if decisive control is about Licensee's business changes directly or indirectly. Plug&Pay is due to the termination as referred to in this paragraph shall never lead to any refund. The Licensee is not obliged to pay damages. In case Licensee is irrevocable in state of bankruptcy, then the right of Licensee ends to use the software, websites and the like provided as well as Licensee's right to access and/or use the Services of Plug&Pay, without this requiring an act of termination on the part of Plug&Pay is.

Article 15 - Force majeure

  1. 15.1 Plug&Pay is not obliged to fulfill one or more obligations, including any legal and/or agreed warranty obligation, if it is prevented from doing so as a result of force majeure. Force majeure includes:
  2. - a failure of external (hosting) providers, data storage or telecommunications services and other suppliers to Plug&Pay;
  3. - Interruptions or failures in power and/or telecommunications facilities;
  4. - impediments resulting from the hardware and software used by Licensee or the technical infrastructure used by it;
  5. - labor strikes;
  6. - fire;
  7. - accident or illness of personnel;
  8. - Denial of Services (DoS) attacks;
  9. - problems unforeseen by Plug&Pay and any other circumstance not depends solely on the will of Plug&Pay;
  10. - General transportation problems;
  11. - Epidemic or Pandemic;
  12. - force majeure of Plug&Pay's suppliers;
  13. - government actions.

  14. 15.2 If the force majeure situation has lasted more than sixty (60) days, the Licensee has the right to terminate the Agreement without Plug&Pay having to pay any compensation for costs or damages. That which has already been paid pursuant to the Agreement has been performed, in that case, will be settled proportionately, without parties will owe each other.

  15. 15.3 If, due to restrictions or impediments or other forms of force majeure, Plug&Pay prevented from fulfilling the Agreement, it shall be entitled to suspend performance of the Agreement to be suspended. The Licensee shall in that case have no right to compensation for damages, costs or interest.

Article 16 - Consulting

  1. 16.1 All advice given by Plug&Pay, knowledge shared and knowledge provided by Plug&Pay communications and statements regarding, among other things, the characteristics of goods to be delivered by Plug&Pay Services are entirely without obligation and are provided by Plug&Pay by way of non binding information. Plug&Pay makes no guarantee in this regard.

  2. 16.2 For any direct or indirect damages in any form and on any account, arising from the provision of information and/or advice by Plug&Pay, Plug&Pay is not liable. Licensee indemnifies Plug&Pay against all third party claims, unless there is intent or gross negligence on the part of Plug&Pay.

Article 17 - Domain registration

  1. 17.1 The Domain Registration Agreement is made directly between Licensee and the granting agency or registrar effected.Plug&Pay is not a party to any Agreement regarding the registration of the Domain.

  2. 17.2 The top level domains are registered by different organizations and managed. Each top-level domain has different attribution requirements. Licensee is obliged to comply with the terms and conditions of the relevant agencies.

  3. 17.3 Licensee is solely responsible for requesting, obtaining and maintaining of the domain name and must himself take care of the referral of this domain name to Plug&Pay's Software.

  4. 17.4 The data required for registration of top level domains will be provided in a automated procedure forwarded to the relevant allocation authorities. Licensee cannot assume an actual assignment until the Service is has been made available under the desired domain. A guarantee for allocation of desired or ordered domains cannot be provided.

  5. 17.5 Plug&Pay expressly assumes no responsibility for the accuracy or timeliness of service or achievement of Licensee's intended results. Licensee shall pay all costs associated with the application and/or registration according to the agreed rates, or in the absence of agreed rates, the at Plug&Pay usual rates. Plug&Pay does not guarantee that a payment made by Licensee's desired domain name will be assigned to Licensee.

Article 18 - Privacy

  1. 18.1 Plug&Pay respects the privacy of Licensee. Plug&Pay will respect the process Licensee's personal data in accordance with applicable privacy regulations and with the Privacy Statement and processor terms and conditions posted on the Plug&Pay website can be viewed. The privacy statement and processing conditions make integral part of this Agreement. Licensee agrees to these processing of his personal data.

  2. 18.2 Plug&Pay is not responsible or liable for processing of personal data from third parties such as an external hosting party (if hosting is not through Plug&Pay takes place).

  3. 18.3 If necessary for the execution of the Agreement, Licensee will Inform Plug&Pay in writing, if requested, of the manner in which Licensee implements its obligations under the legislation relating to protection of personal data.

  4. 18.4 Licensee indemnifies Plug&Pay against claims from persons from whom personal data are recorded or processed in the context of a personal records held by Licensee or for which Licensee is on is otherwise responsible under the law.

  5. 18.5 Responsibility for data collected using a Service from Plug&Pay are processed by Licensee lies entirely with Licensee. Licensee warrants to Plug&Pay that the content, use and/or processing of the data is not unlawful and does not violate any right of a third party. Licensee indemnifies Plug&Pay against any legal claim by a third party, on any account, in connection with such data or the performance of the Agreement.

Article 19 - Applicable law

  1. 19.1 This Agreement is exclusively governed by Dutch law.

  2. 19.2 The court in Amsterdam has exclusive jurisdiction to take cognizance of disputes arising out of or related to the Agreement between the parties.

  3. 19.3 Licensee is not entitled to the rights and obligations under the Agreement without the prior written consent of Plug&Pay to any third party. Plug&Pay is entitled to transfer the rights and obligations from the Agreement to third parties. Licensee hereby grants in advance its agreement to such a transfer.

  4. 19.4 If one or more provisions of this Agreement are void or voidable shall not affect the validity of the remaining provisions. The parties will in consultation in order to adopt new provisions to replace the null and void or nullified provisions.

B. Hosting

  1. 20.1 Plug&Pay shall provide the hosting services agreed in writing with Licensee.

  2. 20.2 If the Agreement provides for the provision of disk space of equipment up to object, Licensee shall not exceed the agreed disk space, unless the Agreement expressly provides for the consequences thereof. The Agreement includes the provision of disk space on an exclusively and specifically for Licensee reserved server only if expressly agreed in writing and agreed. All use of disk space, data traffic and other load of systems and infrastructure is limited to the maximums agreed upon between the parties. The data traffic that has not been used by Licensee in a given period will not may be carried forward to a subsequent period. For exceeding the agreed maximums, Plug&Pay will charge an additional fee in accordance with the customary rates therefor.

  3. 20.3 Licensee is responsible for the management, including control of the settings, the use of the hosting service and how the results of the service are deployed. In the absence of express agreements to this effect, the Licensee itself install, set up, parameterize, tune the (auxiliary) software. Plug&Pay is under no obligation to perform data conversion.

  4. 20.4 Only if expressly agreed in writing shall the Agreement also providing or making available backup, fallback and recovery services to object.

  5. 20.5 Plug&Pay may temporarily take all or part of the hosting service out of service for preventive, corrective or adaptive maintenance. Plug&Pay will perform the decommissioning not to last longer than necessary, have them outside office hours if possible take place and these, as circumstances dictate, commence after consultation with Licensee.

  6. 20.6 Plug&Pay caps the amount of storage space and data traffic that Licensee may use in connection with the Service. If no additional agreements are made, the maximum is set at 15 GB per month of data traffic and 100 GB of storage space. If this maximum is exceeded by more than 25% Plug&Pay will contact Licensee for a customized rate. There will be Never charge additional costs without consultation with and approval by Licensee.

  7. 20.7 Plug&Pay is not liable for consequences of inability to send, receive, store or modify data if an agreed limit for storage space or data traffic has been reached.

  8. 20.8 Licensee hereby grants Plug&Pay an unrestricted license to use any and all of the Licensee through Plug&Pay's systems to distribute, store save, transmit or copy in any manner deemed appropriate by Plug&Pay, however only to the extent reasonably necessary for the purpose of fulfilling the Agreement by Plug&Pay.

Article 21 - Notice and Takedown

  1. 21.1 Licensee shall at all times act diligently and not unlawfully towards third parties carried, particularly by the intellectual property and other rights of respect third parties, respect the privacy of third parties, do not violate the law disseminate data, not gain unauthorized access to systems, not to spread viruses or other harmful programs or data and to engage in refrain from criminal offenses and violation of any other legal obligation.

  2. 21.2 In order to avoid liability to third parties or the consequences thereof, Plug&Pay is always entitled to take measures regarding an act or omission by or at the risk of Licensee. Licensee shall, upon first written request of Plug&Pay data and/or information without delay from Plug&Pay's systems delete, failing which Plug&Pay is entitled at its option to delete the data and/or remove or disable access to information itself.

  3. 21.3 Plug&Pay is further entitled, in the event of breach or threatened breach of the provision of this article to Licensee immediately and without prior notice the deny access to its systems. The foregoing is without prejudice to any other measures or the exercise of other legal and contractual rights by Plug&Pay towards Licensee. Plug&Pay is in that case also entitled to the Cancel the Agreement with immediate effect, without being liable to the other party. Licensee to be liable.

  4. 21.4 Plug&Pay cannot be required to give an opinion on the merits of the claim. claims of third parties or of Licensee's defenses to form or in any way manner involved in a dispute between a third party and Licensee. Licensee will have to make arrangements with the third party in question and Plug&Pay in writing and properly documented information.

C. Affiliate Marketing Software 

The provisions contained in this "Affiliate Marketing Software" section are, in addition to the General Provisions of these General Terms and Conditions apply if Plug&Pay Services, Provides under any name in the field of "Affiliate Marketing Software" and

related Services.

Article 22 - Definitions

Additional definitions apply to this chapter:

  1. 22.1 Advertising Material: The resources submitted by a Licensee in the system of Plug&Pay are made available to the Marketer to promote the Marketing campaign.

  2. 22.2 Affiliate service: the service offered by Plug&Pay consisting, on the one hand, of the mediation in the formation of Marketing Agreement and between Licensee and Marketer by posting Licensee's Marketing Campaign on its network and, on the other hand, providing its network services to Licensee and Marketer with respect to the performance of the Marketing Agreement , hereinafter referred to as “Network".

  3. 22.3 Affiliate Software: the software developed by Plug&Pay and used in the Affiliation Service.

  4. 22.4 Remuneration: the remuneration received by the Marketer and/or Plug&Pay, and the Licensee pays, for the Affiliate Services and Marketing Agreement.

  5. 22.5 Click: A potential customer who applies through a Marketer's Methodology by means of a link provided by Plug&Pay to a Licensee's website

  6. 22.6 Methodology: the online marketing methodology used by a Marketer to promote of Licensee's Marketing Campaign.

  7. 22.7 Marketing Agreement: the Agreement between Licensee and Marketer in which set forth the terms, duration, and conditions under which the Marketer will use the services provided by the Licensee promotes designated products and/or services through its Methodology and also the Marketer's compensation is established.

  8. 22.8 Marketer: the natural or legal person who provides the product or service of the Licensee under a Marketing Agreement promotes through its Methodology. The Marketer is an independent contractor or individual who is not a helper of Plug&Pay or the Licensee may be considered.

  9. 22.9 Marketing campaign: any promotions that the Licensee makes for particular products and/or services on the Affiliated Service and with respect to which Marketing agreement wishes to enter into with Marketeers;

  10. 22.10 Transaction: A Transaction is a purchase, Click, View, notification or other act as defined in the Marketing Agreement, which is performed by a potential customer or on behalf of a potential customer, on the website of a Licensee, or any page or app distributed for this purpose within the network of Plug&Pay;

  11. 22.11 View: A display of an advertisement to a visitor;

Article 23 - Marketer

  1. 23.1 Licensee directly pays Marketer the Remuneration for the performed activities. Plug&Pay is not a party to this agreement.

  2. 23.2. To the extent services offered by Marketer, Licensee agrees upon acceptance of an offer enter into a direct agreement with the relevant Marketer.

  3. 23.3. In respect of (such services referred to in the preceding paragraph) offered by Marketer does not create an Agreement between Plug&Pay and Licensee, but rather between the relevant Marketer and Licensee. Thus, Plug&Pay is not a party to the aforementioned agreement.

  4. 23.4. Plug&Pay is in no way liable for any damage that Licensee suffers in connection with (the performance of) the agreement regarding services offered by Marketer.

  5. 23.5 Licensee may at any time request that Plug&Pay cease cooperation with a Marketer for the Marketing Campaign effective immediately. At the request of Plug&Pay provides Licensee Plug&Pay with a brief explanation of the reasons for the termination. Plug&Pay shall not be liable for any damages at the time this does not happens immediately.

Article 24 - Obligations.

  1. 24.1 Licensee agrees to provide Plug&Pay with all information, support and cooperation as may reasonably be required to enable Plug&Pay to to perform its obligations under this Agreement.

  2. 24.2 Licensee undertakes, according to instructions and with the assistance of Plug&Pay, to implement the Affiliate software on Licensee's websites, including all mobile versions of such websites and downloadable mobile applications, and understands and acknowledges that proper implementation of Affiliate software is necessary for the Affiliate services.

  3. 24.3 Licensee is solely responsible for its website(s) and products or services sold on the website(s), the content and layout of a Marketing Campaign and the activities thereunder, and Licensee ensures compliance with all applicable laws and regulations. Licensee indemnifies Plug&Pay from all lawsuits, claims and expenses (including reasonable legal expenses), damages or other claims for compensation of any kind resulting from (i) the content of Advertising Material, Marketing Campaign and/or the content of the website(s) of Licensee; (ii) logotypes, banners, trademarks and other hypermedia links or other material supplied to Plug&Pay by Licensee; (iii) the sale, distribution or marketing of products or services on Licensee's website; or (iv) violation of Licensee of this Agreement.

  4. 24.4 Licensee is responsible for preparing a description of its Marketing Campaign and Advertising Materials.

  5. 24.5 Plug&Pay may at any time, with immediate effect, terminate the Marketing Campaign Remove from the list of available Marketing Campaigns as Affiliate Software-problems or other issues that adversely affect Marketer or Plug&Pay, not within seven (7) days after written notice of it will be resolved.

  6. 24.6 Licensee grants Plug&Pay the right to use the Marketing Campaign, Use Licensee's advertising materials and customer data to deliver of Affiliate Services (including for the avoidance of doubt in verifying the due Reward), research, technical development, analysis, promotional purposes or in any other reasonable manner.

Article 25 - Effort obligation

  1. 25.1 Plug&Pay will use its best efforts to conduct its Affiliate Service with care. conduct, where appropriate in accordance with the written agreement with Licensee agreements and procedures. All Affiliate services provided by Plug&Pay are performed on the basis of a best-efforts obligation and no result is expressly provided by Plug&Pay.

  2. 25.2 Plug&Pay is not liable for damages or costs resulting from use or misuse of access or identification codes, Affiliate software or certificates, unless the abuse is the direct result of an intentional or knowingly reckless act or failure to act by Plug&Pay's management.

  3. 25.3 Plug&Pay is not required in the performance of its Affiliate Services to provide instructions of Licensee, in particular not if this involves instructions that are change or supplement the content or scope of the agreed Affiliation Services.
  4. However, if such instructions are followed, the relevant work will be compensated in accordance with Plug&Pay's usual rates.