1.1. These General Terms and Conditions are part of and apply to every bid, offer, and agreement of Interactive Studios B.V. / EasyInvite hereinafter referred to as EasyInvite, and the other party. The text as set out in these General Terms and Conditions is presented to the other party before conclusion of an agreement with EasyInvite.
1.2. Parties can deviate from these General Terms and Conditions only explicitly and in writing.
1.3. Applicability of any purchasing or other terms and conditions of the other party is explicitly excluded.
1.4. If one or several of the provisions in these General Terms and Conditions are invalid or annulled, the remaining provisions in these General Terms and Conditions remain fully applicable. In such a situation EasyInvite and the other party will consult for the purpose of agreeing on new provisions to replace the invalid or annulled provisions, in which connection, if and insofar as is possible, consideration shall be given to the purpose and tenor of the original provisions.
2.1. Any offers and exploratory talks regarding an agreement are free of engagement and do not constitute any sort of contractual obligation on the part of the other party.
2.2. Prices for using EasyInvite can be found on the EasyInvite website.
2.3. Prices quoted may be subject to change in the future. EasyInvite will inform the other party by changing prices on the website. See 2.2.
2.4. These General Terms and Conditions remain part of the agreement at all times. Any provisions or conditions set out by the other party, that deviate from or are not included in these General Terms and Conditions, shall only be binding for EasyInvite if and insofar as explicitly accepted in writing by EasyInvite.
2.5. Bids or offers do not automatically apply to any future assignments. The scope of the agreement is set out in a detailed description of the work, included in the offer or contract, and includes any subsequent changes made in mutual consultation. The costs of any changes are passed on in consultation with the other party and confirmed in writing. The other party shall, in timely fashion, present EasyInvite with any (further) valuable information that can be reasonably deemed useful and essential for a proper implementation of the agreement.
3.1. The other party shall accept the agreement explicitly during the registration process for an EasyInvite user account.
3.2. EasyInvite reserves the right to refuse an agreement if after acceptance of the agreement new information comes to light that makes implementation of the agreement unacceptable for EasyInvite. Such refusal can be made only within two weeks after acceptance by EasyInvite.
3.3. Once the agreement has been accepted, it can only be changed by mutual consent. EasyInvite in that case has the right to adjust the fee agreed upon for the work.
4.1. EasyInvite will carry out the agreement with good intentions, to its best ability, and in accordance with the demands of good workmanship.
4.2. EasyInvite has the right to engage third parties for certain work if and insofar as necessary to ensure proper implementation of the agreement.
4.3. The other party shall do and refrain from anything reasonably required and desirable to enable timely and proper implementation of the agreement. In particular the other party shall ensure that any data EasyInvite indicates as being required or the other party should reasonably understand to be required for the implementation of the agreement, are provided to EasyInvite in timely fashion.
4.4. If the data required for the implementation of the agreement are not provided to EasyInvite in timely fashion, EasyInvite will have the right to postpone implementation of the agreement and/or charge the other party with any extra costs arising from the delay in the implementation of the agreement, at EasyInvite' customary rates.
4.5. The license cannot be transferred to third parties.
5.1 Licenses are valid for up to 6 months after the date of purchase.
6.1. All payments shall be made in advance.
6.2. Any amounts stated by EasyInvite are exclusive of VAT and any other levies imposed by the Dutch authorities.
6.3. A compound quotation does not oblige EasyInvite to execute part of the assignment against a corresponding part of the given quotation.
6.4. EasyInvite can send the other party an electronic invoice or written invoice stating the amount payable by the other party, depending on what has been agreed upon with the other party.
6.5. Invoices sent by EasyInvite shall be paid within 30 days after the invoice date.
6.6. If an invoice is not paid within the term of payment, legal interest is owed over the invoice amount, without further notice of default being required.
6.7. In the event of overdue payment, the other party is held to pay a full compensation amount for both extrajudicial and judicial collection fees, including, but not limited to, any costs for lawyers, bailiffs and debt collection agencies, in addition to the amount due and the interest due in respect thereof.
6.8. All amounts owing to EasyInvite are immediately due and payable if the other party is declared bankrupt, applies for court protection from creditors, or if total attachment orders are placed on assets of the other party, the other party dies, and furthermore if the other party goes into liquidation or is wound up.
6.9. Objections to declarations shall be presented to the board of EasyInvite in writing, no later than two weeks after the date of payment. Objections do not suspend the liability to pay.
7.1. If an unexpected inaccuracy is found in that which EasyInvite has provided, the other party shall notify EasyInvite of this inaccuracy in writing, within four (4) weeks after the day of delivery. After these four (4) weeks, the other party may no longer derive any rights from such inaccuracy.
7.2. Once EasyInvite is familiar with the inaccuracy, EasyInvite will as soon as possible present the other party with an analysis and find a solution for the inaccuracy as soon as possible.
7.3. Such inaccuracy can relate only to the subject both parties agreed upon in the agreement and for which EasyInvite can reasonably be held responsible, and therefore only to software and/or application and/or website.
7.4. EasyInvite is not responsible for the functioning of any third parties called in by the other party, including but not limited to: app-store, hosting company, server company, or domain registration company.
7.5. Furthermore, EasyInvite is not responsible for the functioning of hardware and software of the other party or the internet connection of the other party or end user.
7.6. The above provisions can be derogated from in the agreement.
8.1. EasyInvite accepts its legal liabilities to compensate for any damage insofar as this is expressly apparent from this section.
8.2. EasyInvite is only liable to the other party (a) in the event of an imputable failure in the fulfilment of the agreement and exclusively for replacement compensation, i.e. replacement of the value of the omitted performance, or (b) in the event of an unlawful act attributable to EasyInvite, that has caused a loss or damage or personal injury.
8.3. Any accountability of EasyInvite for any other form of damage is excepted, including additional or supplemental compensation in any form whatsoever, as well as compensation of indirect loss or consequential loss or loss due to lost turnover or profit, losses due to delays, loss of data, exceeding of the delivery terms as a result of changed circumstances, theft, and any loss caused by information provided or recommendations given by EasyInvite, whose contents do not explicitly form part of the agreement.
8.4. The level of any remuneration payable by EasyInvite pursuant to the previous sections is maximized at the amount paid out in this respect by the professional liability insurer of EasyInvite, increased by the amount of its own risk under such insurance. If the insurer in any given case offers no cover or makes no payment, liability for the total loss arising from or in connection with the work agreed upon is limited to the amount paid by the other party to EasyInvite for the services connected with such loss.
8.5. EasyInvite is not liable for any loss or damage of whatsoever nature, arising from EasyInvite relying on inaccuracies and/or incomplete data provided by the other party, unless these inaccuracies or incompleteness should have been known to EasyInvite.
8.6. The other party indemnifies EasyInvite against any claims made by third parties that, in connection with the implementation of the agreement, suffer loss or damage attributable to the other party, unless gross negligence or intent can be demonstrated on the part of EasyInvite.
9.1. EasyInvite cannot be held liable for any loss caused by failure to fulfil its obligations in the event of circumstances beyond its control, i.e. force majeure.
9.2.Force majeure in this agreement is understood to mean: any circumstance EasyInvite could not have taken into account at the time of entering into the agreement and as a result of which it would not be reasonable for the other party to demand that the agreement be fulfilled in the normal way, including such circumstances as war or threat of war, civil war and riots, molestation, sabotage, power failure, flooding, earthquake, fire, strike, exclusion of workers, altered governmental measures, transport difficulties, and any other disturbances and technical malfunctions at EasyInvite. Furthermore force majeure includes the circumstance that suppliers EasyInvite relies upon for the implementation of the agreement fail to perform their contractual obligations towards EasyInvite, unless EasyInvite is culpable for such failure to perform.
9.3.If the period of force majeure lasts for more than three months, the other party is authorised to terminate the agreement with immediate effect by simple notification by registered letter.
10.1. EasyInvite is authorized to suspend compliance with its obligations or dissolve the agreement if:
- the other party fails to comply with its obligations arising from the agreement, or fails to comply with them in full or in good time, which includes but is not limited to: failure to pay declarations in time.
- after the making of the agreement it has come to EasyInvite' notice that certain circumstances give good reason to fear that the other party shall not fulfil its obligations.
- at the time at which the agreement was concluded the other party was requested to provide security for the fulfilment of its obligations under the agreement, but this security was not provided or was insufficient.
10.2. Furthermore, EasyInvite can terminate any license to a product of EasyInvite with immediate effect if the other party fails to fulfil its obligations, goes into liquidation, applies for a moratorium, a request for bankruptcy of the other party is submitted, or if the other party fully or partially goes out of business or dissolves its company.
EasyInvite may also cancel the license on a product of EasyInvite with immediate effect and without stating reasons when EasyInvite is used to send so-called unwanted emails with advertising messages or links to websites with these messages (SPAM). In that case, no refund of the paid license amount will take place. Any damage resulting from the sending of this SPAM will be recovered from the other party.
10.3. If there is ground to fear the other party will only partially or not properly fulfil its obligations, suspension of the agreement is only permissible to the extent that the shortcoming justifies the same.
10.4. If the data required for the implementation of the agreement are not provided to EasyInvite in timely fashion, EasyInvite has the right to postpone implementation of the agreement until these data have been supplied.
10.5. Furthermore, EasyInvite is authorized to annul the agreement or have the agreement annulled if circumstances arise such that fulfilment of the agreement proves to be impossible or cannot reasonably be expected or if circumstances arise which are of such a nature that unchanged continuation of the agreement in reasonableness can no longer be expected.
10.6. If the information provided by the other party after conclusion of the agreement demonstrates implementation of the agreement is not reasonably possible or if that information give the agreement an essentially different character, EasyInvite is authorized to annul the agreement, or to charge the other party for additional costs for the work that deviates from the work as stated in the offer. In that case, EasyInvite is also authorized to invoice the other party with any hours spent on the agreement at its standard fee, adding a surcharge of 50% an hour. Following the dissolution of the agreement by the other party, EasyInvite is not obliged to provide anyone with any materials or (concept) recommendations produced up until that point.
10.7. If the agreement is dissolved, any claims or demands made by EasyInvite against the other party are immediately payable. If EasyInvite suspends the fulfilment of its obligations, it retains its claims pursuant to the law and the agreement.
11.1. Any intellectual property rights relating to the products and/or services as well as software licenses, analyses, designs, documentation, recommendations, reports, offers, software, and any other materials developed and/or used in preparation of or for the implementation of the agreement between EasyInvite and the other party, or those arising from it, belong exclusively to EasyInvite. A license to one of the products and/or services of EasyInvite does not entail the transfer of intellectual property rights.
11.2. In these General Terms and Conditions intellectual property rights are understood to mean: any intellectual property rights and rights associated therewith, such as copyrights, trademark rights, patent rights, design rights, trade name rights, database rights and neighbouring rights, as well as rights to know-how, domain names and related rights.
11.3. The other party obtains only the user rights and authority expressly vested in it by these terms and conditions or granted in writing in more detail. If the other party is authorized to publish the material, EasyInvite expressly waives any right of attribution upon publication of such materials.
12.1. If EasyInvite is required to disclose confidential information to third parties designated by the law or a court with competent jurisdiction, pursuant to a statutory provision or a legal ruling, they will comply.
13.1. If the other party is not satisfied with the work performed by EasyInvite, the other party can lodge a complaint with EasyInvite.
13.2. The other party shall email any complaint regarding the implementation of the agreement to EasyInvite without delay, in its entirety, clearly defined, to the email address: email@example.com.
13.3. Any complaints received by EasyInvite are answered by EasyInvite as soon as possible.
14.1 If the other party is not satisfied with EasyInvite, EasyInvite will try to rectify the problems and use several options to satisfy the other party. In some cases this might result in a refund.
14.2 Should a refund be in order, it will be handled within 30 days, but usually sooner.
15.1. EasyInvite has the right to change or supplement these General Terms and Conditions at any time. EasyInvite will announce any changes made in these General Terms and Conditions.
15.2. Changes also apply with regard to any already concluded agreements, with due observance of a term of 30 days after announcement to the other party, yet only if the agreements concerned serve service provision during a period of twelve months or longer.
15.3. If the other party refuses to accept any of the proposed changes, the other party has the right to terminate the agreement until the date on which the new General Terms and Conditions become effective.
16.1. The law of the Netherlands exclusively governs all legal relationships between EasyInvite and the other party.
16.2. Any disputes arising from the agreement, that cannot be settled amicably, are submitted to the competent court in the district of 's-Hertogenbosch, the Netherlands.
17.1. In contravention to section 6:225, paragraph 2 of the Dutch Civil Code, EasyInvite is not held to any changes made in the agreement by the other party upon acceptance of the agreement, even if these changes deviate from the agreement as offered by EasyInvite in minor points.
17.2. In these General Terms and Conditions the terms 'in writing' and 'written' include electronic communication such as email, provided that the identity of the sender and authenticity of the email are duly established. The burden of proof with respect to electronic communication lies with the other party at all times.
17.3. If and insofar as a provision of the agreement and/or from these General Terms and Conditions should be invalid, it does not affect the validity of the entire agreement and/or General Terms and Conditions. In such a situation EasyInvite and the other party will determine (a) new provision(s) by way of replacement, which as far as is possible by law give(s) shape to the intention of the original agreement and General Terms and Conditions.
17.4. EasyInvite is not authorised to use the name and logo of the other party within the framework of promotional activities for EasyInvite unless explicitly agreed upon.
17.5. Versions of any communications received or stored by EasyInvite will be deemed authentic, subject to proof to the contrary being furnished by the other party.
17.6. Both parties can transfer their rights and obligations under the agreement only to a third party with the prior written consent of the other party.
17.7 EasyInvite is responsible for sending the emails the other party wants to send, but does not guarantee that the emails are actually delivered. For example: specific mail client and mail server settings can prevent EasyInvite emails from being delivered.
17.8 These General Terms and Conditions were originally drawn up in the Dutch language. The translation of these General Terms and Conditions into English was made with the sole aim of facilitating understanding. In case of a difference between the Dutch and English version, or a difference of interpretation, the Dutch General Terms and Conditions prevail.
Interactive Studios B.V. / EasyInvite
5249 JR Rosmalen