These Terms & Conditions (these “Terms”) contain the terms and conditions on which we supply content, products or services listed on www.emotiplus.nl (the “Website”) or via other delivery methods to you (the Website and such content, products, services are referred as the “Product” or “Products”, which may be updated from time-to-time at the sole discretion of Emotiplus). Please read these terms and conditions carefully before ordering any Products from the Website, through third parties (e.g. re-sellers, partners) or through direct sales from representatives from Emotiplus. The terms “Emotiplus,” “us” or “we” refers to Emotiplus, established at ms. Oslofjordweg 52, 1033SM Amsterdam, The Netherlands, Chamber of Commerce number: 69463697. The terms ‘’Client’’ or “you” refers to any person or organization that uses or purchases Products, that maintains a relationship regarding the Products, that wishes to maintain a relationship regarding any Products (e.g. collaborations, potential clients, clients/customers, re-sellers, partners), as well as contractual parties bounded by the Agreement regarding the Products. When you order or agree (‘’Agreement’’) to purchase/use any Products or maintain a relationship regarding any Products, you agree to be bound by these Terms and all applicable laws, rules and regulations. Regarding our Online (‘’Online’’) Products (e.g. E-Learning, eHealth, webinars, e-Coaching) you may also be asked to click “I accept” at the appropriate place prior to your purchase of access to the Products. At such time, if you do not click “I accept”, you may not be able to complete such purchase or gain such access. Regarding our Offline (‘’Offline’’) Products (e.g. consults, workshops, lectures, consultancy) the Terms will be explicitly communicated prior to execution of the Product. The absence of cancellation prior to the execution of the Product is considered as agreeing upon these Terms. By using the Products, you indicate that you accept these Terms and that you agree to abide by them.
ARTICLE 1 – APPLICABILITY OF TERMS
- These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Emotiplus.
- Clients can only deviate from these conditions if they have explicitly agreed upon writing.
- The Parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the Client.
ARTICLE 2 – THIRD PARTIES
- Emotiplus may work with third parties for (among other things) administrative purposes and to ensure quality of our Products.
- Regarding our Online Products we work with the following external processors (not exhaustive): Google Drive, Jotform, ActiveCampaign, Moneybird and Huddle.
- Regarding our Offline Products we work with (not exhaustive) Google Drive and Moneybird for administrative purposes.
ARTICLE 3 – PRICES
- All prices used by Emotiplus are in euros.
- Emotiplus is entitled to adjust all prices for its products or services, on its website or otherwise at any time.
ARTICLE 4 – PAYMENTS, PAYMENT TERM AND CONSEQUENCES OF LATE PAYMENT
- The Client must have paid the full amount directly after purchasing the Online Products, while a term of 14 days after the date of invoice applies to Offline Products.
- Payment terms are considered as fatal payment terms. This means that if the Client has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without Emotiplus having to send the Client a reminder or to put him in default.
- If the Client does not pay within the agreed term, Emotiplus is entitled to charge an interest of 15% per month from the day the Client is in default, whereby a part of a month is counted for a whole month.
- When the Client is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Emotiplus.
- If the Client does not pay on time, Emotiplus may suspend its obligations until the Client has met his payment obligation.
- In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the Client, the claims of Emotiplus on the Client are immediately due and payable.
- If the Client refuses to cooperate, is at fault for preventing correct execution of the performance of the agreement by Emotiplus, he is still obliged to pay the agreed price to Emotiplus. This also applies in case of intent or recklessness.
ARTICLE 5 – RIGHT OF CANCELLATION
- A Client may cancel an Offline Product purchase during a period of 14 days without giving any reason, provided that:
- The product has not been used, or;
- The product is not specifically tailored for the consumer of adapted to its special needs.
- This period of 14 days as referred to in paragraph 1 commences:
- As soon as the consumer has confirmed the purchase.
The Client can notify his right of cancellation by sending an email to [email protected].
ARTICLE 6 – PERFORMANCE OF THE AGREEMENT
- Emotiplus has the right to have services partially being performed by third parties.
- Emotiplus has the right to amend the Agreement unilaterally in case of minor alterations.
- The execution of the Agreement takes place in mutual consultation and/or after written agreement and if applicable after payment of the possibly agreed advance by the Client.
- It is the responsibility of the Client that Emotiplus can start the implementation of the Agreement on time.
- If the Client has not ensured that Emotiplus can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the Client.
- In case of misuse, misconduct or fear inflicted by the Client, Emotiplus has the right to suspend the obligations.
ARTICLE 7 – DUTY TO INFORM THE CLIENT
- The Client shall make available to Emotiplus all information, data and documents relevant to the correct execution of the agreement to in time and in the desired manner. Requirements of relevant information, data and document will be communicated depending on the specific services as specified in the privacy statement.
- If and insofar as the Client requests this, Emotiplus will return the relevant documents.
ARTICLE 8 – INTELLECTUAL PROPERTY
- Emotiplus (and its licensors) reserve all Intellectual Property Rights in respect of the Products. The Agreement does not entail any transfer of and/or license to any Intellectual Property Rights or knowhow relating to the Products or the drawings, documents or software which may have been made available to Client, other than a limited license to use the Products, drawings, documents or software as set forth in, and in accordance with, the Agreement.
- If Emotiplus creates or authorizes the creation of any work (which may include documentation or other results of the Products) on the basis of materials provided by the Client the following shall apply, unless otherwise agreed:
- Emotiplus shall be granted an irrevocable, world-wide, by third parties based on an(alleged) infringement or other unauthorized use of their Intellectual Property Rights in connection with the supplied materials.
- Any Intellectual Property Rights that apply or are related to the works thus created shall exclusively vest with Emotiplus or its licensors.
- The Client is not entitled to any additional compensation in relation to the Intellectual Property and will not lay any claim on the Intellectual Property during or after the term of this agreement
- The Client may not copy the intellectual property rights without prior written permission from Emotiplus, nor show them and / or make them available or use them in any other way.
ARTICLE 9 – CONFIDENTIALITY
- The Client keeps any information he receives (in whatever form) from Emotiplus confidential and will not be permitted to make any disclosure in whatever form to one or more third parties, either directly or indirectly.
- Confidentiality applies to all other information concerning Emotiplus (e.g. the products of Emotiplus, relating to the business of Emotiplus or the activities performed in the context an agreement) of which the Client knows or can reasonably suspect that it is secret or confidential, or of which it can expect that is disclosure may cause damage to Emotiplus, irrespective of the manner in which that information has come to the Client’s attention.
- The Client takes all necessary measures to ensure that information referred to in paragraphs 1 and 2 is kept secret.
- The obligation of secrecy described in this article does not apply to information which was already made public before the Client heard this information or which later became public without being the result of a violation of the duty of confidentiality.
ARTICLE 10 – PENALTIES
- If a Client violates article 8 and/or article 9 of these general terms and conditions, then he forfeits an immediately due and payable fine of EUR 1000,- if the Client is a consumer and EUR 15000,- if the Client is an organization, for each violation and in addition an amount of 5% of the aforementioned amount for each day that this violation continues. Naturally the Client immediately has to stop the use of Products or knowhow to which the violation applies.
ARTICLE 11 – INDEMNITY
- The Client indemnifies Emotiplus against all claims that result from issues of third-party related to the products and/or services supplied by Emotiplus.
ARTICLE 12 – COMPLAINTS
- The Client must examine a Product or service provided by Emotiplus as soon as possible for possible shortcomings.
- If a delivered product or service does not comply with what the Client could reasonably expect from the Agreement, the Client must adequately inform Emotiplus of this, but in any case without delay after the discovery of the shortcomings.
ARTICLE 13 – LIABILITY OF EMOTIPLUS
- Emotiplus is only liable for direct damages the Client suffers if and insofar as this damage is caused by intent or gross negligence and is a result from or related to the execution of the Agreement.
- Emotiplus is never liable for indirect damages, such as consequential loss, loss profit, lost savings or damage to third parties.
- If Emotiplus is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
ARTICLE 14 – EXPIRY PERIOD
- Every right of the Client to compensation from Emotiplus shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 of the Dutch Civil Code.
ARTICLE 15 – FORCE MAJEURE
- In addition to the provisions of article 6:75 of the Dutch Civil Code, a shortcoming of Emotiplus in the fulfillment of any obligation to the Client cannot be attributed to Emotiplus in any situation independent of the will of Emotiplus.
- The force majeure situation referred to in paragraph 1 is also applicable – but not limited to: state of emergency, unexpected disturbances of power, electricity, computer viruses, strikes, government measures, extreme weather conditions and work stoppages.
- If a situation of force majeure arises as a result of which Emotiplus cannot fulfill one or more obligations towards the Client, these obligations will be suspended until Emotiplus can execute the obligations.
ARTICLE 16 – CHANGES IN THE GENERAL TERMS AND CONDITIONS
- Emotiplus is entitled to amend or supplement these general terms and conditions.
- Major changes in Terms will be discussed by Emotiplus with the Client in advance as much as possible.
ARTICLE 17 – TRANSFER OF RIGHTS
- The Client cannot transfer its rights deferring from an agreement with Emotiplus without the prior written consent of Emotiplus.
ARTICLE 18 – APPLICABLE LAW AND COMPETENT COURT
- Dutch law is exclusively applicable to all agreements between the Parties.
- The Dutch court in the district where Emotiplus is established is exclusively competent in case of any disputes between Parties, unless the law prescribes otherwise.
Drawn up on 12-09-2020