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Terms of Service

Last updated: March 27, 2022 · Reloadify B.V. · Chamber of Commerce (KvK) 65396308

This is a courtesy translation of our Dutch Algemene Voorwaarden. In the event of any discrepancy or dispute, the Dutch version prevails.

Article 1Definitions

In these Terms of Service, the following terms have the following meanings:

Terms of Service
these Terms of Service (Algemene Voorwaarden) of Reloadify.
Account
the account to be created by the User, through which the User gains access to the Software via the Platform.
App
the application made available by Reloadify through which the User gains access to the Platform via the Account.
Services
all activities performed by Reloadify for the purpose of performing the Agreement, including but not limited to (marketing) advice.
User
the (legal) person (web shop) that has concluded, or wishes to conclude, the Agreement with Reloadify.
Agreement
any agreement concluded between Reloadify and the User regarding the provision of the Software.
Party / Parties
Reloadify and/or the User.
Platform
the web-based platform made available by Reloadify via the Website or the App, through which the User gains access to the Software.
Reloadify
the private limited liability company Reloadify B.V., trading under the name Reloadify, with its registered office in Groningen, registered with the Chamber of Commerce under KvK number 65396308.
Software
the software made available to the User by Reloadify as Software as a Service (SaaS), with which the User can bring together data from various internal and external sources in one central environment and, among other things, create a unique customer profile and personalize emails to customers.
Website
Reloadify's website at https://www.reloadify.com/ and all underlying pages.

Article 2Applicability

  1. These Terms of Service apply exclusively to all offers, Agreements and Services of Reloadify. A User who has once contracted on the basis of these Terms of Service agrees to their applicability to future and/or follow-up agreements and all other legal acts with Reloadify.
  2. Any (general) (purchasing) terms and conditions used by the User and other provisions deviating from these Terms of Service are expressly rejected by Reloadify, unless they have been expressly accepted by Reloadify in writing.
  3. If any provision of these Terms of Service, or part thereof, is for any reason wholly or partially non-binding, this does not affect the binding nature of the remaining provisions of the Terms of Service or of the remaining part of the provision concerned. In that case, Reloadify is permitted to apply a replacement provision that is legally permissible and that corresponds as closely as possible to the purport and content of the void or non-binding provision.
  4. These Terms of Service also serve for the benefit of third parties engaged by Reloadify for (the performance of) the Agreement and/or the Services.

Article 3Offers and formation of the Agreement

  1. All offers made by Reloadify are without obligation, unless expressly stated otherwise. Reloadify's offers may not be reproduced or shown to third parties without Reloadify's consent.
  2. The User can request Services via Reloadify's Website or App by creating an Account. The Software is made available to the User via the Account. The Agreement is deemed to have been concluded as soon as Reloadify (with or without prior confirmation) wholly or partially carries out an instruction given by the User and/or makes the Software available to the User.
  3. Reloadify has the right at all times to refuse instructions or to attach further conditions to the Services.
  4. Reloadify is entitled to engage third parties for the performance of the Agreement.

Article 4Obligations and responsibilities of the User

  1. The User expressly acknowledges that the success of the Software depends on its correct use and that the User is jointly responsible for the successful performance of the Agreement. Reloadify's obligations under the Agreement expressly do not affect the User's obligations to cooperate and provide information.
  2. The User shall at all times, promptly and at Reloadify's first request, reasonably provide the cooperation and/or information desired and required by Reloadify.
  3. The User is obliged to keep the (business) information provided to Reloadify and entered via the Account complete, accurate and up to date.
  4. The User is obliged to protect access to their Account against unauthorized persons by means of a username and password. In particular, the User is obliged to keep the password strictly confidential. Reloadify may at all times assume that everything that happens from the User's Account after logging in with the username and password takes place under the direction and supervision of the User.
  5. The User is prohibited from:
    1. allowing third parties to use the Account and/or the Software;
    2. using the Software for acts that are contrary to Dutch or other applicable laws and regulations, including the storage or distribution of information that is slanderous or defamatory;
    3. using the Software to distribute spam and/or phishing emails;
    4. using the Software to distribute emails with pornographic and/or sexual content, drug-related content, gambling- or lottery-related content, racist and/or (otherwise) discriminatory content, content that may be experienced as offensive, and/or content offering a loan;
    5. using the Software to distribute emails that contain (a) virus(es) and/or that (may) cause damage to third parties;
    6. using the Software in such a way that it causes nuisance or hindrance to other users;
    7. causing disruptions and/or damage to the Software;
    8. using the Software in a criminal or unlawful manner;
    9. infringing the intellectual property of Reloadify and/or third parties;
    10. disclosing, reproducing and/or otherwise sharing data, information and/or know-how of Reloadify with third parties;
    11. using the Software in violation of the Agreement and/or these Terms of Service.
  6. Reloadify has the right at all times to carry out audits of email messages that are or have been sent by the User using the Software. Reloadify is not liable for any resulting damage, including but not limited to delayed delivery of the email messages concerned by (a maximum of) 24 hours.
  7. If Reloadify establishes or reasonably suspects that the User is not complying with their obligations under the Agreement or these Terms of Service, Reloadify is entitled, among other things but not limited thereto, to block the User's use of the Software until further notice and to suspend the performance of the Agreement, without being liable for any compensation.
  8. The User shall inform Reloadify without delay if there is a suspicion that the Software is being used unlawfully by other users and/or by third parties.

Article 5Rights and obligations of Reloadify

  1. Reloadify has a best-efforts obligation to make and keep the Software available and functioning properly, and to give the User access to the data stored in the Account. However, Reloadify gives no guarantees regarding the quality, accuracy, lawfulness, suitability, security and capability of the Software, nor does Reloadify give any guarantee regarding the results to be achieved with the use of the Software.
  2. Reloadify gives no guarantee whatsoever regarding the availability of the Software, unless expressly agreed otherwise in writing.
  3. Reloadify has the right to temporarily take the Software or parts thereof out of service for maintenance, modification or improvement. Reloadify will endeavor to schedule such downtime outside office hours as much as possible and to inform the User in good time of the planned downtime and its expected duration, but cannot guarantee this and is never liable for damage in connection with such downtime.
  4. If, in Reloadify's opinion, nuisance, damage or another danger arises or threatens to arise for the functioning of the Software, the computer systems and/or the network, Reloadify is entitled to take all measures it reasonably deems necessary to avert or prevent this threat. Reloadify is never liable for damage in connection with the measures taken in that context.
  5. Reloadify is entitled to report offenses to the authorities if, in Reloadify's opinion, violations are being committed by the User. In doing so, Reloadify is entitled to provide (personal) data to a third party.
  6. Reloadify may modify the Software and/or Services at any time. If the User does not wish to accept the modification, the User may terminate the Agreement in writing/by email. Use of the Software after the date on which the modification takes effect constitutes acceptance of the modified and/or supplemented conditions. Reloadify is open to suggestions from the User for improvement and modification but is never obliged to implement the User's suggestions.
  7. With regard to suggestions from the User for improving the Software and/or the Services and/or information provided by the User to Reloadify in that context, such as a bug report, Reloadify never owes the User any consideration. By providing the aforementioned information, the User grants Reloadify an unlimited right of use with regard to that information, unless explicitly agreed otherwise in writing.
  8. The version of any communication and/or information received or stored by Reloadify is deemed authentic, subject to proof to the contrary to be provided by the User.

Article 6Right of use and intellectual property rights

  1. All intellectual property rights to the Software and/or its accessories, such as but not limited to the Platform, the Website, the App, images, videos, texts and other information and documentation placed thereon, etc., are vested exclusively in Reloadify and/or its licensors.
  2. By concluding the Agreement, Reloadify grants the User the right to use the Software. The right of use is non-exclusive, non-transferable, non-pledgeable, non-sublicensable and strictly personal.
  3. The User is not permitted to use the Software for purposes other than the intended purpose in accordance with the Agreement.
  4. The right of use ends upon the end of the Agreement.
  5. The User has no right to, and does not receive access to, the source code of the Software.
  6. The data that the User stores or processes via the Software is and remains the property of the User (or that of their customers). The User is and remains responsible and liable for its correct processing. Reloadify will refrain from accessing the data, unless access to the data is necessary, among other things for the performance of the Agreement, for the development of the Software and/or in the event that Reloadify is obliged to take note of the data concerned pursuant to a statutory provision or court order. By concluding the Agreement, the User grants Reloadify a right of use with regard to this data in that context. Reloadify will endeavor to limit the aforementioned access to the data as much as possible at all times.
  7. The User is not permitted to use Reloadify's trade name(s) and/or logo(s) for promotional purposes, including mention on the User's website, without Reloadify's explicit, prior, written consent. Reloadify is permitted to use the User's trade name(s) and/or logo(s) for promotional purposes, including mention on the Website.

Article 7Price, invoicing and payment

  1. All prices stated in Reloadify's offer and/or the Agreement are expressed in euros (€) and exclusive of (turnover) tax and/or other government levies, unless expressly stated and/or agreed otherwise.
  2. The costs associated with the Services depend on the scope of the Services (the number of profiles), in accordance with the rates stated on the Website and/or in the App. If the scope of the Services changes, the associated costs also change, in accordance with the rates stated on the Website and/or in the App, without prior notice being required.
  3. Reloadify is entitled to periodically revise the rates and other conditions it applies. In that case, Reloadify will inform the User of the (rate) change before it takes effect. If the User does not wish to accept the (rate) change, the User may terminate the Agreement in writing/by email. Use of the Software after the date on which the (rate) change takes effect constitutes acceptance of the modified and/or supplemented conditions.
  4. Payment takes place by electronic invoice or by direct debit. Reloadify is entitled to periodically invoice amounts due prior to the delivery of the Services.
  5. Complaints regarding an invoice must be submitted to Reloadify in writing within 8 days of the invoice date, failing which the invoice is deemed correct and complete and any claim against Reloadify in respect thereof lapses.
  6. Payments, other than by direct debit, must be made within 30 days of the invoice date.
  7. If the User fails to pay any amount due on time and/or if a direct debit is reversed, the User is in default by operation of law, without any demand or prior notice of default being required. The User then owes contractual interest of 1.5% per month on the (invoice) amount from the due date of the invoice and/or the moment of reversal of the direct debit until the moment of full payment.
  8. All judicial and extrajudicial costs relating to the collection of any claim against the User are at the User's expense, without Reloadify being required to give notice thereof. The extrajudicial costs amount to at least 15% of the invoice amount(s), with a minimum of €40.
  9. Reloadify is at all times entitled to require the User to provide sufficient security for the fulfillment of their payment obligations.
  10. Without Reloadify's express written consent, the User is not permitted to suspend their payment obligation(s) towards Reloadify and/or to set them off against any claim of the User against Reloadify, on any grounds whatsoever.
  11. Payments made by or on behalf of the User serve successively to settle the extrajudicial collection costs owed, the judicial costs, the interest owed, and thereafter, in order of age, the outstanding principal sums, regardless of any instructions to the contrary from the User.

Article 8Personal data

  1. Personal data is processed with the Software. In this context, Reloadify acts as processor within the meaning of the General Data Protection Regulation (GDPR). The User is the data controller and indemnifies Reloadify against all claims from third parties/data subjects under the GDPR.
  2. Reloadify has the right to engage sub-processors in the context of the performance of the Agreement.
  3. The User guarantees to Reloadify that their customers have no objection to the processing of their (personal) data.
  4. A data processing agreement containing additional safeguards and obligations of the Parties with regard to the processing and security of personal data forms an integral part of the Agreement.
  5. Reloadify does not process personal data other than as required under the Agreement.

Article 9Liability

  1. Reloadify is not liable for damage caused by incorrect or unauthorized use of the Software by the User and/or by incorrect or incomplete information provided by or on behalf of the User.
  2. A shortcoming on the part of Reloadify is not attributable other than in the event of intent or gross negligence on the part of a manager.
  3. Reloadify is expressly never liable for:
    1. any form of indirect damage, including but not limited to consequential damage, for example consisting of direct or indirect business damage, stagnation damage, delay damage, loss of orders, loss of profit, missed savings, immaterial damage or pure financial loss;
    2. damage resulting from force majeure as defined in Article 10 of these Terms of Service.
  4. Reloadify's liability is at all times limited to re-performing the Services. The extent of any damage to be compensated by Reloadify is limited to compensation of only the direct damage in connection with an attributable failure in the performance of the Agreement, up to a maximum of the fees paid by the User to Reloadify in the three months preceding the moment of the event causing the damage, subject to a maximum of €5,000. In no event, however, will any compensation payable by Reloadify exceed the amount paid out by its insurer in the case concerned.
  5. A condition for any right to compensation to arise is always that the User reports the damage to Reloadify as soon as possible after it has arisen and that the User immediately gives Reloadify written notice of default, setting a reasonable period for remedying the shortcoming, and Reloadify continues to attributably fail in the fulfillment of its obligations after that period. The notice of default must contain a complete and detailed description of the shortcoming, so that Reloadify is given the opportunity to respond adequately.
  6. Any claim for compensation against Reloadify lapses if the damage is not reported to Reloadify in writing/by email immediately after it arises, and at the latest within eight days.
  7. A failure in the performance of the Agreement by Reloadify does not suspend the User's (payment) obligation(s), nor does it entitle the User to set-off.
  8. The User indemnifies Reloadify against all claims from third parties, however named, that relate to (the performance of) the Agreement by Reloadify for the User.
  9. All exclusions and limitations of liability included in the Agreement and/or these Terms of Service also apply with regard to all third parties that Reloadify uses in connection with the performance of the Agreement.
  10. The User is liable towards Reloadify for all damage arising from shortcomings in the performance of the Agreement by the User, including but not limited to damage resulting from insufficient security of the Account and other obligations as included in Article 3 of these Terms of Service.

Article 10Force majeure

  1. In the event of force majeure, Reloadify is entitled — at its discretion — either to suspend the performance of the Agreement for the duration of the force majeure, or to dissolve the Agreement in whole or in part, without judicial intervention and without Reloadify being obliged to pay any compensation as a result.
  2. Force majeure means any circumstance beyond Reloadify's control — even if it was already foreseeable at the time the Agreement was concluded — that permanently or temporarily prevents or hinders the performance of the Agreement, as well as, insofar as not already included therein: failures or outages of the internet, failures or outages of the server or the telecommunications infrastructure, domestic and/or foreign unrest, mobilization, transport obstructions, a (D)DoS attack, power failures, stagnation in supply, fire, flooding, import and export restrictions, war (threat), pandemics and epidemics, strikes, lockouts, business interruption, lack of personnel (due to illness) and other similar events and/or serious disruptions in the business of Reloadify or of one of its suppliers, transport problems and/or the cancellation or late performance by third parties of contracts concluded by Reloadify. This applies regardless of whether the circumstances causing the force majeure occur in the Netherlands or in another country.

Article 11Term and termination of the Agreement

  1. Unless agreed otherwise, the Agreement is entered into for an indefinite period.
  2. The Agreement may be terminated by Reloadify at any time in writing/by email, subject to a notice period of 1 (one) month.
  3. The User may terminate the Agreement at any time. Termination takes place in writing/by email or by deleting the Account (of which the User receives a confirmation from Reloadify by email). Upon termination of the Agreement by the User, in whatever manner, Reloadify is never obliged to refund fees already paid by the User. Amounts invoiced by Reloadify before termination remain due in full and become immediately payable at the moment of termination.
  4. Reloadify will keep the data stored in the Account available to the User for a maximum of 1 (one) month after termination of the Agreement. After this period has expired, Reloadify is entitled to delete the data and the User can no longer derive any rights from it.

Article 12Suspension and dissolution

  1. Reloadify is entitled, with immediate effect, without notice of default and without judicial intervention, either to suspend the performance of the Agreement (and/or the right to use the Software) — including but not limited to blocking the User's Account until further notice — or to dissolve the Agreement in whole or in part, without being liable for any compensation and without prejudice to its other rights, in the following cases:
    1. if the User fails to fulfill, or fails to fulfill properly or on time, any (payment) obligation arising for the User from the Agreement concluded with Reloadify or a related Agreement;
    2. if there are good grounds to fear that the User is not, or will not be, able to fulfill their obligations towards Reloadify and a written demand from Reloadify has not been complied with within the period set therein;
    3. if, upon concluding the Agreement, the User was asked to provide security for the fulfillment of their obligations under the Agreement and this security is not provided or is insufficient;
    4. in the event of bankruptcy, suspension of payments, shutdown, liquidation or full or partial transfer — whether or not by way of security — of the User('s business), including the transfer of a significant part of their receivables;
    5. if circumstances arise of such a nature that performance of the Agreement is impossible or can no longer be required by standards of reasonableness and fairness, or if other circumstances arise of such a nature that unaltered continuation of the Agreement cannot reasonably be expected of Reloadify.
  2. In each of the cases referred to in the previous paragraph, all of Reloadify's claims against the User are immediately payable in full.
  3. Obligations that by their nature are intended to continue after termination of the Agreement remain in force regardless of the termination of the Agreement.

Article 13Assignment

  1. The User is prohibited from assigning, pledging or transferring under any title their (claim) rights and/or obligations under the Agreement to a third party.
  2. Reloadify is entitled to assign, pledge or transfer under any title the Agreement and/or its (claim) rights and/or obligations under the Agreement to a third party.

Article 14Amendments to these Terms of Service

  1. Reloadify may amend and/or supplement these Terms of Service at any time it wishes.
  2. Reloadify will announce amendments or supplements by email (for example in the Reloadify newsletter) at least thirty days before they take effect, so that the User can take note of them.
  3. If the User does not wish to accept an amendment or supplement, the User may terminate the Agreement in writing/by email up to the date on which it takes effect. Use of the Software after the effective date always constitutes acceptance of the amended or supplemented Terms of Service.

Article 15Governing law, disputes and choice of forum

  1. All legal relationships between Reloadify and the User are governed by Dutch law. The applicability of the Vienna Sales Convention (CISG) and (other) foreign legislation is expressly excluded.
  2. If the User considers that there is a dispute, the User is obliged to first attempt to reach a solution with Reloadify.
  3. All disputes arising from or connected with the Agreement(s) and/or these Terms of Service will be submitted to the ruling of the competent court in the District of Noord-Nederland, location Groningen, unless the dispute falls within the jurisdiction of the subdistrict court. However, Reloadify is at all times entitled to submit the dispute to the court that, based on the User's place of business, has jurisdiction to hear the dispute.