General terms and conditions

General Terms and Conditions Boloo B.V. & Boloo Forwarding B.V.

The private company Boloo B.V. is registered with the Chamber of Commerce under number 75993228 and is located at Prins Willem Alexanderlaan 301, 7311SW, Apeldoorn

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The private company Boloo Forwarding B.V. is registered with the Chamber of Commerce under number 75940191 and is located at Slotenmakerstraat 7, 2672 GC, Naaldwijk.

Article 1 Terms
1. In these terms and conditions, the following terms are used in the following sense, unless explicitly stated otherwise.
2. Offer: any offer or quote to the Client to provide Services by Boloo.
3. Company: the natural or legal person acting in the exercise of a profession or business.
4. Consumer: the natural person who is not acting in the exercise of a profession or business.
5. Course: the Boloo online course that is offered on the Website for the benefit of the Client.
6. Services: the Services that Boloo offers are the provision of the Website and the associated Tools, Forwarding and the Tool offering online courses and coaching in the field of e-commerce.
7. Service provider: the private company Boloo B.V., incorporated under Dutch law, located in the Netherlands and offering Services to the Client (hereinafter: Boloo).
8. Forwarding: the service where Boloo fully transports and importing the Products desired by the Client.
9. Client: The Company or Consumer who appointed Boloo has provided projects to Boloo for Services performed by Boloo, or to which Boloo has made a proposal under an Agreement.
10. Agreement: any Agreement and other obligations between Client and Boloo, as well as proposals from Boloo for Services provided by Boloo to Client and accepted by Client and accepted and executed by Boloo, with which these general terms and conditions form an inseparable whole.
11. Product or Products: the items to be made available or made available or made available by or on behalf of the Client for the execution of Forwarding.
12. SaaS service: making and keeping the Tool available and kept remotely, without providing the Client with a physical carrier with the relevant Tool.
13. Tool: the Tool developed by Boloo that allows the Client to research products to be sold and sold, as well as manage its own webshop.
14. Website: The website that provides access to the online Course is www.app.boloo.co.

Article 2 Applicability
1. These general terms and conditions apply to every Offer from Boloo, every Agreement between Boloo and Client and to every Service offered by Boloo.
2. Before a (Distance) Agreement is concluded, the Client will have these general terms and conditions at its disposal. If this is not reasonably possible, Boloo will indicate to the Client how the Client can view the general terms and conditions.
3. Deviation from these general terms and conditions is not possible. In exceptional situations, the general terms and conditions can be deviated from if this has been explicitly agreed in writing with Boloo. The Client's terms and conditions are explicitly not applicable.
4. These general terms and conditions also apply to additional, amended and follow-up orders from the Client.
5. The Client's general terms and conditions are excluded.
6. If one or more provisions of these general terms and conditions are partially or completely null and void or are annulled, the other provisions of these general terms and conditions will remain in force, and the nullified provision (s) will be replaced by a provision with the same meaning as the original provision.
7. Uncertainties about the content, explanation or situations that are not regulated in these terms and conditions should be assessed and explained in the spirit of these terms and conditions. The agreements in the Agreement govern, and supersede these general terms and conditions.
8. The applicability of articles 7:404 of the Dutch Civil Code and 7:407 paragraph 2 of the Dutch Civil Code is explicitly excluded.
9. The rights and obligations under the Agreement between the Parties cannot be transferred by the Client to a third party unless Boloo gives explicit and prior consent to the Client. Boloo is free to attach further conditions to this.
10. If reference is made to she/her in these general terms and conditions, this should also be understood as a reference to he/him/her, if and insofar as applicable.
11. In the event that Boloo has not always required compliance with these general terms and conditions, it remains entitled to demand full or partial compliance with these general terms and conditions.

Article 3 The Offer
1. All offers made by Boloo are non-binding, unless explicitly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this is expressly stated in the Offer.
2. Boloo is only bound by an Offer if the Client confirms its acceptance in writing. Nevertheless, Boloo has the right to refuse an Agreement with a potential Client for a good reason for Boloo.
3. The Offer contains a description of the Services offered. The description is so detailed that the Client is able to make a good assessment of the Offer. Obvious mistakes or errors in the Offer cannot bind Boloo. Any images and data in the Offer are only indicative and cannot be grounds for any compensation or termination of the Agreement. All offers are also made on information provided by the Client. Offers expire if the Client's information is incorrect or incomplete.
4. Offers do not automatically apply to follow-up orders.
5. Delivery times and terms in Boloo's offer are indicative and do not entitle the Client to dissolution or compensation if they are exceeded, unless otherwise expressly agreed.
6. A composite quote does not oblige Boloo to deliver part of the goods included in the offer or quote at a corresponding part of the specified price.

Article 4 Conclusion of the Agreement
1. The Agreement comes into effect when the Client has accepted an Offer or Agreement from Boloo by returning a signed copy (scanned or original) to Boloo, or explicitly and unequivocally agreeing to the Offer by e-mail or when Boloo has already started performing the Services.
2. Boloo is not bound by an Offer if the Client could reasonably have expected or should have understood or should have understood that the Offer contains an obvious mistake or error. The Client cannot derive any rights from this mistake or error.
3. Any Agreement entered into with Boloo or a project awarded to Boloo by Client is owned by the Company and not with an individual person associated with Boloo.

4. The right of withdrawal of the Client, being a Company, is excluded, unless otherwise agreed.

5. After acceptance, Boloo provides Client with immediate access to the online Course or Services. The right of withdrawal for the Client, being a Company, is excluded. By means of this acceptance, the Client, being a Consumer, declares that it waives its right of withdrawal, now that Boloo has already started fulfilling the Agreement.
6. If the Agreement is entered into by several Clients, each Client separately is jointly and severally liable for the fulfillment of all obligations arising from the Agreement.

Article 5 Duration of the Agreement
1. The Agreement to perform services, with the exception of Boloo Forwarding, is entered into in the form of a subscription. A subscription is contracted in the form of a monthly payment, or for a period of 12 months. Depends on the Client's choice.
2. In the event of a monthly payment, the subscription is automatically extended by one month, unless the Client has terminated the Agreement at least 1 day before the expiration of the relevant period without a refund of funds already paid. In the case of an annual subscription, the subscription period is automatically renewed by one year (12 months) after the expiration of the subscription period, unless the Client has terminated the Agreement at least 1 month before the expiration of the relevant period.
3. Contrary to the provisions of the previous paragraph, the subscription for the Client, being a Consumer, can be canceled monthly after extending the first subscription period, subject to one month's notice.
4. The Forwarding Agreement is entered into for the duration of the order and ends upon completion of the order.

5. Both Client and Boloo can terminate the Agreement on the basis of an attributable shortcoming in the fulfillment of the Agreement if the other party has been given notice of default in writing and has been given a reasonable period of time to fulfill its obligations, and he is attributable to failure to do so. This also includes the payment and cooperation obligations of the Client.
6. The dissolution of the Agreement does not affect the Client's payment obligations if Boloo has performed work or has provided performance at the time of termination.
7. In the event of an early termination of the Agreement, the Client owes Boloo the costs actually incurred up to that point on the basis of the set (hourly) rate. Boloo's (hour) registration is leading here.
8. Both Client and Boloo can terminate the Agreement in whole or in part in writing without further notice of default with immediate effect in the event that either Party is in suspension of payments, has been filed for bankruptcy or the company concerned ends due to liquidation or other than the merger or reconstruction of the company. If a situation as mentioned above occurs, Boloo is never obliged to refund funds already received and/or compensation.
9. All post-contractual obligations under these terms and conditions and the Agreement that, by their nature, are intended to continue even after termination of the Agreement, remain in existence after termination. In any case, this concerns the provisions concerning confidentiality, intellectual property rights, liability and dispute resolution and choice of law.

Article 6 Implementation of the Agreement
1. Boloo will make every effort to execute the Agreement with the utmost care as may be required of a good contractor. All Services are performed on the basis of an obligation to do our best, unless a result has been explicitly agreed in writing that has been described in detail.
2. The information and data provided by the Client are the basis on which the Services offered by Boloo and the prices are based. Boloo has the right to adjust its services and prices if the information provided appears to be incorrect and/or incomplete.
3. When performing the Services, Boloo is not obliged or obliged to follow the instructions of the Client if this changes the content or scope of the agreed Services. If the instructions provide additional work for Boloo, the Client is obliged to reimburse the additional or additional costs accordingly.
4. The Client creates a username and password before payment for the subscription takes place. After the Client has made payment for the subscription, the Client's account will be activated.
5. Boloo is entitled to engage third parties at its own discretion to perform the Services.
6. If, on the basis of a request or order from a government authority and/or a legal obligation, Boloo performs work with regard to Client data, the associated costs will be borne solely by the Client.
7. The source code as well as the technical documentation of the Website are at all times excluded from the right of use or the object of a transfer to the Client.
8. Both Client and Boloo can make changes to the scope and/or content of the purchased SaaS service. The additional costs associated with this are borne by the Client. The client will be informed about this as soon as possible. If the Client does not agree with this, the Parties must consult with each other. The Client can only terminate the Agreement in writing by the date on which the change takes effect, if the changes are not related to changes in relevant laws or regulations or Boloo bears the costs of the change.
9. Boloo is entitled, but never obliged, to investigate the accuracy, completeness or coherence of the source materials, requirements or specifications made available to it and, if any imperfections are detected, to suspend the agreed work until the Client has eliminated the relevant imperfections.

Article 7 Advice
1. If instructed to do so, Boloo can prepare advice, plan of action, design, reporting, planning and/or reporting for the service. Its content is not binding and only advisory in nature, but Boloo will observe its duties of care. The Client decides for herself and at its own responsibility whether to follow the advice.
2. The advice provided by Boloo, in whatever form, can never be regarded as medical, legal, tax and/or accounting technical advice. Even if Boloo assists the Client in negotiations, this advice is never legal advice. If the Client views this advice as legal and/or tax advice, the Client must first discuss this with a specialist trained for this purpose (lawyer/tax specialist).
3. At Boloo's first request, the client is obliged to review proposals it has provided. If Boloo is delayed in its work because the Client does not or does not timely assess a proposal made by Boloo, the Client is at all times responsible for the resulting consequences, such as delay.
4. The nature of the service means that the result is always dependent on external factors that may influence Boloo's reports and advice, such as the quality, accuracy and timely delivery of necessary information and data from the Client and its employees. The Client is responsible for the quality and for the timely and correct delivery of the necessary data and information.
5. Prior to the start of the work, the Client will inform Boloo in writing of all circumstances that are or may be important, including any points and priorities that Client wishes attention to.

Article 8: Client's obligations
1. The Client is obliged to provide all information requested by Boloo as well as relevant attachments and related information and data in a timely manner and/or before the start of the work and in the desired form for the correct and efficient execution of the Agreement. Failing this, it is possible that Boloo is unable to fully implement and/or deliver the relevant documents. The consequences of such a situation are at the expense and risk of the Client at all times.
2. Boloo is not obliged to check the accuracy and/or completeness of the information provided to it or to update the Client with regard to the information if it has changed over time, nor is Boloo responsible for the accuracy and completeness of the information compiled by Boloo for third parties and/or provided to third parties under the Agreement.
3. If necessary for the execution of the Agreement, Boloo may request additional information. Failing this, Boloo is entitled to suspend its work until the information has been received, without being obliged to pay any compensation to the Client for whatever reason. In the event of changed circumstances, the Client must notify Boloo immediately, or no later than 5 working days after the change has become known.
4. The Client is obliged to protect all technical protections and other facilities of the Boloo Website, and to respect the intellectual property rights on the Website.
5. The Client ensures suitable equipment and a user environment.
6. The Client indemnifies Boloo from the moment that the Client first uses the Website for all damage resulting from the use of the Website.
7. The Client must refrain from causing any damage or performing any actions that he can reasonably suspect will cause damage to other users of the Website or the servers (of Boloo).
8. The Client is responsible for the proper security of the (mobile) device on which he uses the Website, as well as for securing and keeping his/her own login details confidential.

Article 9 Online coaching
1. The coaching session takes place online via Zoom, unless otherwise agreed. If a coaching session cannot take place or is delayed because the Client has not prepared or is otherwise not actively engaged in business, all consequences are at the expense and risk of the Client.
2. The content of the coaching session offered by Boloo is educational only, but Boloo will observe its duties of care.

Article 10 Guarantee
Boloo expressly does not guarantee any results to be achieved. Whether and what results the Client achieves depends entirely on the commitment and choices of the Client himself. Boloo only offers the Client a method that can be used and deployed by the Client.

Article 11 Access to the Website and Tool
1. Boloo only offers the use of the Website. Boloo is never responsible for and/or influence on the actual execution of the Client's webshop.
2. The use of the Website is also subject to Boloo's terms of use.
3. Boloo has the right to deny Client access to the Course and/or Website and/or terminate the use of the Course and/or Website in case of abuse and/or possible criminal offences.
4. Boloo is not liable for damage caused by complications related to the availability or functioning of third-party information, as well as damage resulting from the use of the Course and/or Website in violation of terms or purposes other than those for which the Website is intended.
5. Boloo strives to provide the Website and access to the Website uninterrupted to the Client as far as possible, but does not guarantee the full availability of the Website at all times. Boloo is entitled to suspend the use of the Website and the use of the Website if and insofar as it believes there is a risk of the error-free functioning of the Website. Boloo is also entitled to take all measures that it reasonably considers necessary to ensure the effective functioning of the Website.
6. Boloo is free to maintain (or have) the Website maintained and, as a result, discontinue it. Under no circumstances is Boloo liable for the Website being unavailable, but Boloo will fully and in accordance with industry standards make every effort to make the Website available without restrictions and/or interruptions.
7. Boloo is entitled to suspend the performance of the service in whole or in part in connection with preventive, corrective or adaptive maintenance or other forms of service.
8. If, on the basis of a request or order from a government authority and/or a legal obligation, Boloo performs work with regard to Client data, the associated costs will be borne solely by the Client.
9. In the event of changes, Boloo may continue to perform the Service with the modified version of the Tool. Boloo is never obliged or obliged to maintain, change or add certain functionalities and/or specific properties.
10. Boloo provides written and/or oral information regarding the measures to be taken by the Client to prevent and limit damage as a result of failures, service defects, mutilation or loss of data. If necessary, the Client will take additional measures.

Article 12 (Op) Delivery
1. If the commencement, progress or (re) delivery of the Services is delayed because, for example, the Client has not provided all requested information or does not provide sufficient cooperation, the advance has not been received in time by Boloo or due to other circumstances that are at the Client's expense and risk, Boloo is entitled to a reasonable extension of the (re) delivery period. Under no circumstances are the specified deadlines, nor can Boloo be held liable for exceeding the agreed period.
2. All damage and additional costs as a result of delay due to a cause mentioned in paragraph 1 are at the expense and risk of the Client and will be charged by Boloo to the Client.
3. If the Client must give approval, Boloo is entitled to suspend the execution of the Agreement until the Client has given its approval.
4. Boloo makes every effort to provide the service within the agreed period, insofar as this can reasonably be expected of it. In case of urgency, the Client is obliged to reimburse Boloo for the associated additional costs.
5. Boloo makes every effort to provide the Service in accordance with the Offer as much as possible.

Article 13 Transfer of risk
The risk of theft and loss, embezzlement or damage to data, documents, Tool, data files and/or items used, created or delivered in the context of the execution of the Agreement passes to the Client when they are actually placed at the Client's disposal, or at the time of the first moment of using the website. If and insofar as any damage has occurred to the Client, Boloo is obliged to provide a replacement Website at the cost of the information carriers. Reinstallation and/or implementation must take place at the agreed rate unless otherwise agreed.

Article 14 Website and Tool Guarantees
1. Boloo performs the Services in accordance with industry standards. If any warranty has been given in this regard, it is limited to what has been expressly agreed in writing. During the warranty period, Boloo guarantees the proper and usual quality of the (completed) delivery.
2. The Client can only rely on the guarantee provided by Boloo if the Client has fully fulfilled its payment obligations.
3. If the Client rightly invokes the warranty, Boloo is obliged to carry out a repair or replacement free of charge. In addition, if there is any additional damage, you will be subject to the applicable liability provisions of these general terms and conditions.
4. Boloo does not guarantee that the Website will function without errors and/or interruptions. Boloo makes every effort to repair errors in the Tool within a reasonable period of time. The repair only concerns the Website that has been developed by Boloo itself, and the defects have been reported in time by the Client.
5. Boloo is not responsible for errors and/or irregularities in the functionality of the Tools and is not liable for the unavailability of the Tools for any reason. This also includes the unavailability of the Client's Tools as a result of an unforeseen failure or force majeure.
6. The Client accepts the Website “AS IS”.
7. The Client must immediately and in detail report a detected defect to Boloo in writing in such a way that Boloo is able to reproduce and repair the defects. The defect was reported at the time that Boloo's Client confirms the report to the Client.
8. Any advice provided by Boloo, based on incomplete and/or incorrect information provided by the Client, is never grounds for Boloo's liability.
9. The content of the advice provided by Boloo is not binding and is only advisory in nature. The Client decides for itself and at its own responsibility whether to follow Boloo's proposals and recommendations mentioned herein. All consequences resulting from following the advice are at the expense and risk of the Client. The Client is at all times free to make its own choices that differ from the (completed) advice provided by Boloo. Boloo is not obliged to pay any form of refund if this is the case.
10. Recovery also includes providing temporary solutions. The warranty never includes the recovery of corrupted or lost data. Boloo is not obliged to restore this data. If agreed, Boloo can reasonably cooperate but is never responsible or obliged to repair any mutilated and/or lost data. The Client must at all times take measures to prevent and limit failures, defects, mutilation and/or loss of data, whether or not based on information provided by Boloo. 11. Boloo is not responsible for errors and/or irregularities in the functionality of the website and is not liable for the website being unavailable for any reason. This also includes the unavailability of the Client's website as a result of an unforeseen failure or force majeure.
12. Boloo's liability for (the functioning of) third-party plug-ins is excluded. Boloo is not liable for damage that has occurred as a result of, or in connection with, changes made or work performed in or to the Boloo Website that occurred without the explicit permission of Boloo.
13. Boloo does not guarantee that the Website and/or tools developed by him will work in conjunction with all types or new versions of web browsers and any other software.
14. During the warranty period, the Client can only rely on this warranty provision and Boloo is not obliged to pay any compensation caused by the defects found during the warranty period.
15. If a defect does not fall under the free repair during the warranty period, the Client must reimburse the relevant costs.
16. Boloo is not responsible for keeping the available
Tools, as part of the SaaS service, will be timely adapted to the changes in relevant laws and regulations, but will make every effort to achieve this as soon as possible.

Article 15 Right of use and restrictions
1. Boloo makes the agreed Tool and user documentation available to the Client on the basis of a user license during the term of the Agreement. The Agreement to use the Tool can never be regarded as a purchase agreement.
2. The use of the Tool by the Client may be subject to further restrictions and can be adjusted by Boloo.
3. Boloo is at all times entitled to take measures against unlawful use and/or unauthorized use of the Tool by the Client. The Client shall refrain from acting that renders the above measures undone or ineffective.
4. The Client may only use the Tool in and for its own business and only for its intended use.
5. The Client is never allowed to sell, rent, dispose of, grant limited rights to the Tool or make it available to a third party. Nor is the Client allowed to provide a third party with access to the Tool or to place the Tool with a third party for hosting, regardless of whether this third party uses the Tool exclusively for the Client's benefit.
6. The Client is never entitled to change the Tool in whole or in part without Boloo's prior written consent. Boloo is never obliged to give the aforementioned permission and is entitled to attach conditions to granting its consent.
7. Upon request, the Client will fully cooperate with an investigation to be carried out by Boloo regarding compliance with the agreed rights, obligations and restrictions on use.
8. If and insofar as Boloo makes Tool available from third parties for the Client, the use of that Tool also applies to the use of that Tool.
9. If and insofar as the conditions referred to in paragraph 1 of this article do not apply or are declared inapplicable, the provisions of these general terms and conditions apply in full.
10. Boloo is not obliged to provide the Help Tool and program or data libraries necessary for the use and/or maintenance of the Tool and/or Website. Boloo may require a fee for providing the aforementioned HulpTool and/or program or data libraries.
11. The above mentioned usage restrictions do not apply insofar as the parties have expressly agreed otherwise, and the Client has independently borne the full costs of design and development.

Article 16 Maintenance and/or support services
1. If expressly agreed, Boloo will maintain the Tool and/or Website at the agreed maintenance fee. Maintenance commences from completion. Any agreements about carrying out maintenance can never be regarded as a Service Level Agreement (SLA).
2. Client is obliged to cooperate with Boloo upon first request. Boloo is entitled to limit the qualifications and number of people eligible for Maintenance (and/or support).
3. In principle, maintenance includes user support and the making of any adjustments and/or further development of the relevant Tool and/or Website.
4. Maintenance does not affect the Client's own responsibility for the management and use of the Tool and/or Website and how they are deployed. The Client is also responsible for the instruction (s) for the use of the Tool and/or Website by third parties engaged by the Client.
5. Maintenance and/or support is provided on business days during Boloo's usual opening hours, unless the parties have explicitly agreed otherwise in writing.
6. If and insofar as agreements with regard to any level of service have been agreed by the parties, the availability of the Tool, systems and related Services will always be measured in such a way that Boloo's prior decommissioning for any maintenance or other forms of service, as well as circumstances beyond Boloo's control, are not taken into account.
7. If agreed, Boloo will (periodically) back up Client's data in accordance with the manner set out in the Agreement. Boloo will keep the Backup for the agreed period, or in accordance with Boloo's usual period.
8. The Client must be aware of the applicable laws and regulations, including the General Data Protection Regulation.

Article 17 New versions of Tool
1. If expressly agreed, Boloo will make new versions of the Tool available to the Client if, in the sole opinion of Boloo, this is necessary. Boloo may require the Client to conclude a separate Agreement for this purpose.
2. When providing the new Tool, Boloo is not obliged to maintain or add the specific properties or functionalities of the Client to the new version of the Tool.

Article 18 Hosting Services
1. If expressly agreed, Boloo will provide hosting services.
2. Boloo is entitled to limit the size of the hosting account. The Client is responsible for managing the hosting account, unless the parties have agreed otherwise.
3. The Client is prohibited from publishing and distributing data via its Website, in violation of Dutch laws and regulations, including in any case: data without the copyright holder's consent, defamatory information, or information that insults, discriminates, threatens, is racist, hate speech, and information that contains child or otherwise punishable pornography. This includes information that violates the privacy of third parties (including stalking), as well as torrents, spam and hyperlinks that refer to such information on third-party websites.
4. In the event of (possible) criminal acts, Boloo is entitled to report this and to hand over the information provided by the Client to the competent authorities, as well as to perform all actions that are requested of it in the context of the investigation.
5. Boloo has the right to terminate and/or terminate the Agreement with the Client in the event of abuse as mentioned in the previous paragraph and/or possible criminal offences on the part of the Client.
6. The Client must refrain from causing any damage or actions that he/she can reasonably suspect will be caused to other Clients or the servers. If the Client sends spam and has been repeatedly warned about this, and is temporarily suspended, Boloo has the right to permanently deny Client access, without compensation for any compensation. As a result, the Client can only use his e-mail when purchasing an external email service that can link Boloo to the domain name or Website. For this reason, the removal of e-mail from the purchased (hosting) package does not result in a price reduction.
7. The client indemnifies Boloo against all damage as a result of the above. Boloo is not liable for any damage suffered by the Client as a result of its actions.
8. The Client is prohibited from reselling and/or renting out the service, unless explicitly agreed otherwise.
9. Boloo can set a maximum of the amount of storage space that the Client may use under the Agreement. If this maximum is exceeded, Boloo is authorized to charge an additional amount. No liability exists for the consequences of not being able to send, receive, store or change data if an agreed storage limit has been reached. Every month, the Client's current consumption will be reviewed. If actual consumption differs from expected use, the size of the Service purchased can be adjusted. An increase will be implemented immediately. A reduction is only possible at the end of the period of this Agreement.
10. In the event of extreme data traffic, Boloo is entitled to temporarily shut down the Client's Website at its own discretion. This includes DDoS attacks, brute force attacks, server overload or if the Client causes inconvenience to Boloo's server in any other way.
11. In addition to the obligations under the law, damage caused by inexpertise or failure to act in accordance with the above points is at the expense and risk of the Client.

Article 19 Notice and take down
If and insofar as there is an infringement of the (intellectual property) rights of Boloo, third parties and/or acts unlawfully by the Client, Boloo is entitled to (temporarily) exclude the Client from using the Website or Tool or otherwise restrict its use. Boloo will remove any infringing or harmful information immediately. As a result, it is possible that the Client cannot make full or no use of Boloo's Services. Under no circumstances is Boloo liable for the damage suffered by the Client of any kind as a result of (temporarily) closing or restricting (the use of) the Website and/or deleting or transmitting the data placed by the Client.

Article 20 Forwarding
1. If agreed, Boloo Forwarding, including carrying out customs formalities, will provide for the Client. To do this, the Client must register the Products in question for Forwarding via its account. Boloo will send a confirmation of this by email.
2. After receiving confirmation, the Client is obliged to make the Products properly packaged at the specified place and time and in the agreed manner available to Boloo, or to a third party engaged by Boloo.
3. The Client is obliged to specify the nature and treatment of the Products, as well as accompanying documentation when registering the Products that he knows or should know are important to Boloo's Services. If the Products are subject to (inter) national regulations, including customs and excise provisions and tax regulations, the Client must provide all information and documents necessary for Boloo to comply with the aforementioned regulations upon registration.
4. The times of arrival specified by Boloo are only indicative and are never final deadlines.
5. The method of shipment and the route will be at Boloo's choice, unless the parties explicitly agree otherwise in writing.
6. The Client gives Boloo permission to engage third parties for Forwarding and to accept the (general) terms and conditions of the relevant third parties on behalf of and at the expense and risk of the Client. If the Client requests this, Boloo will provide the Client with a (copy of) the aforementioned terms and conditions.
7. The FENEX terms and conditions apply to Forwarding.

Article 21 Additional activities and changes
1. If, during the execution of the Agreement, it appears that the Agreement needs to be amended, or, at the Client's request, further work is necessary to achieve the Client's desired result, the Client is obliged to reimburse these additional activities at the agreed rate. Boloo is not obliged to comply with this request, and may require the Client to conclude a separate Agreement for this purpose.
2. The Client can (have) changes made to the scope and/or content of the SaaS service. The additional costs associated with this are borne by the Client. The client will be informed about this as soon as possible. If the Client does not agree with this, the Parties must consult with each other. The Client can only terminate the Agreement in writing by the date on which the change takes effect, if the changes are not related to changes in relevant laws or regulations or Boloo bears the costs of the change.

Article 22 Prices and payment
1. All prices are shown for the Client, being a Company, excluding sales tax (VAT), unless otherwise agreed. All prices are shown for the Client being a Consumer including sales tax (VAT), unless otherwise agreed.
2. Boloo provides its services in accordance with the agreed rate.
3. The Agreement can be paid both in advance per year and paid monthly.
4. The Client is obliged to fully reimburse the costs of third parties deployed by Boloo after approval by the Client, unless expressly agreed otherwise.
5. The parties can agree that the Client must pay an advance. If an advance has been agreed, the Client must pay the advance in its entirety before commencing the performance of the service.
6. The Client cannot derive any rights or expectations from a budget issued in advance, unless the Parties have expressly agreed otherwise.
7. Boloo is entitled to increase the applicable prices and rates annually in accordance with the applicable inflation rates. Other price changes during the Agreement are only possible if and insofar as they are expressly set out in the Agreement.
8. The Client must pay these costs suddenly, without settlement or suspension, within the specified payment period as stated on the invoice to the account number and details of Boloo made known to it.
9. In the event of liquidation, insolvency, bankruptcy, involuntary liquidation or request for payment against the Client, the payment and all other obligations of the Client under the Agreement become immediately due and payable.
10. Extraordinary expenses and higher wages that arise when Third Parties are carried out between Boloo and a third party under any provision concerning Forwarding in the evening, at night, on Saturdays or on Sundays or holidays, will be borne by the Client, unless otherwise agreed.
11. Costs resulting from insufficient loading and/or unloading time, such as demurrage and waiting costs, are borne by the Client, regardless of whether Boloo has accepted the bill of lading without protest. Boloo will make every effort to prevent additional costs.

Article 23 Collection policy
1. All payment terms set by Boloo are strict terms. If the Client, being a Company, does not meet its payment obligation and has not fulfilled its obligation within the specified payment period, the Client, being a Company, is in default by operation of law.
2. If the Client, being a Consumer, does not meet its payment obligation within the period set by Boloo, the Client will first receive a written reminder before it becomes in default. The reminder gives her a period of 14 days from the date of receipt of the reminder to still comply with the payment obligation, including the extrajudicial costs and the further consequences of the occurrence of the default. If the Client does not meet its obligations within that period, the Client is in default.
3. From the date that the Client is in default, Boloo will claim the statutory (commercial) interest from the first day of default until full payment, and reimbursement of extrajudicial costs in accordance with article 6:96 of the Dutch Civil Code, calculated in accordance with the scale of the Extrajudicial Collection Costs Decree of 1 July 2012.
4. If Boloo has incurred more or higher costs that are reasonably necessary, these costs are eligible for reimbursement. The judicial and execution costs incurred are also borne by the Client.

Article 24 Privacy, Data Processing and Security
1. Boloo handles the (personal) data of the Client and Clients of the website with care and will only use it in accordance with the privacy statement. If requested, Boloo will inform the person concerned about this.
2. The Client is responsible for processing data that is processed using a Boloo Service. The Client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, Client indemnifies Boloo against any (legal) claim related to this information or the execution of the Agreement.
3. If Boloo is required to provide the security of information under the Agreement, this security will meet the agreed specifications and a security level that is not unreasonable considering the state of the art, the sensitivity of the data, and the associated costs.
4. Parties must act in accordance with the General Data Protection Regulation and comply with the resulting obligations as well as other applicable laws and regulations. To do this, the parties must conclude a processing agreement.
5. The client has obligations towards third parties under the General Data Protection Regulation. This includes, but is not limited to, the obligation to provide information, provide access, correct and delete personal data of those involved. The Client himself is solely and fully responsible for the proper fulfillment of these obligations. With regard to this personal data, Boloo is a “Processor” within the meaning of the AVG. Boloo will provide support as much as technically possible.

Article 25 Suspension
1. Boloo is entitled to suspend the performance of the service in whole or in part in connection with preventive, corrective or adaptive maintenance or other forms of service.
2. Boloo has the right to retain the data, databases, Tool and more received or created by it if the Client has not yet (fully) fulfilled its payment obligations, even if it had been paid, would be obliged to do so.
3. Boloo is authorized to suspend compliance with its obligations as soon as the Client is in default of fulfilling any obligation resulting from the Agreement, including late payment of its invoices. The suspension will be confirmed to the Client in writing immediately. In that case, Boloo is not liable for damage, in any form, as a result of suspending its activities.

Article 26 Force majeure
1. Boloo is not liable if, as a result of a force majeure situation, it is unable to fulfil its obligations under the Agreement.
2. Force majeure on the part of Boloo in any case includes but is not limited to: (i) force majeure on the part of Boloo's suppliers, (ii) failure to properly fulfill suppliers' obligations prescribed or recommended by Customer to Boloo, (iii) defect of third-party goods, equipment, Tool or materials, (iv) government measures, (v) electricity failure, (vi) failure of the internet, data network and telecommunications facilities (e.g. due to: cybercrime, hacking and DDoS attacks), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems and (x) other situations that, in Boloo's opinion, are outside its control that temporarily or permanently prevent the fulfillment of its obligations.
3. If a force majeure situation lasts longer than two months, the Agreement may be dissolved in writing by each of the Parties. If any performance has already been performed under the Agreement, in such a case, payment will be made proportionately without any liability on the part of each party to each other.
4. If Boloo has already partially fulfilled its obligations upon the occurrence of the force majeure, or can only partially fulfil its obligations, it is entitled to invoice the part already delivered or deliverable separately and the Client is obliged to pay this invoice. However, this does not apply if the part already delivered or deliverable has no independent value.
5. All additional costs caused by force majeure, such as transport and/or storage costs, warehouse and/or site rentals, survivor and/or standing fees, insurance, delivery and more, are borne by the Client and must be paid at Boloo's first request.

Article 27 Limitation of liability
1. If any result set out in the Agreement is not achieved, a shortcoming on the part of Boloo will only be deemed to exist if Boloo has expressly promised this result when accepting the Agreement.
2. If there is an attributable shortcoming on the part of Boloo, Boloo is only obliged to pay any compensation if the Client has given Boloo notice of default within 14 days of discovery of the shortcoming, and Boloo has subsequently failed to remedy this shortcoming within the reasonable period specified in the notice of default. The notice of default must be submitted in writing and contains such an accurate description of the shortcoming or defect that Boloo is able to respond appropriately.
3. If the provision of Services by Boloo results in Boloo's liability, that liability is limited to the costs charged in connection with the SaaS service (but maximum over a period of 12 months prior to the notice of default) for direct damage. Direct damage includes: reasonable costs incurred to limit or prevent direct damage, determining the cause of damage, direct damage, liability and method of repair, as well as the costs of emergency services.
4. Boloo is not liable for consequential damage, indirect damage, business loss, loss of profit and/or loss suffered, missed savings, damage due to business interruption and damage resulting from the use of Services provided by Boloo, damage due to loss of data, damage due to exceeding delivery times, consequential and delay damage and loss of interest.
5. Boloo is not liable for damage that is or may be the result of any act or omission as a result of (incomplete and/or incorrect) information on the website or that of linked websites.
6. Boloo is not responsible for errors and/or irregularities in the functionality of the website and/or the Website, ToolTools, malfunctions or the unavailability of the website and/or ToolTools and Website for any reason.
7. Boloo's liability for (the functioning of) third-party plug-ins is excluded. Furthermore, Boloo is not liable for damage that has occurred as a result of, or in connection with, changes made or work performed in or to the Boloo Website that took place without the explicit permission of Boloo.
8. The client is responsible for the proper security of its own computer, password security and more.
9. Boloo is not responsible for the correct and complete transmission of the content of an e-mail sent by/on behalf of Boloo, nor for its timely receipt.
10. The Client guarantees the accuracy and completeness of the information and wishes provided by him with regard to the service.
11. Boloo is not liable for any damage resulting from or related to any statements made by Boloo regarding the condition, nature and/or quality of the Products.
12. Boloo is not liable for the consequences of the failure to sign for weight, number or more by external carriers.
13. Any advice provided by Boloo, based on incomplete and/or incorrect information provided by the Client, is never grounds for Boloo's liability.
14. The content of the advice provided by Boloo is not binding and is only advisory in nature. The Client decides for itself and at its own responsibility whether to follow Boloo's proposals and recommendations mentioned herein. All consequences resulting from following the advice are at the expense and risk of the Client. The Client is at all times free to make its own choices that differ from the (completed) advice provided by Boloo. Boloo is not obliged to pay any form of refund if this is the case.
15. All claims made by the Client for shortcomings on the part of Boloo expire if they are not reported to Boloo in writing and with reasons. Any claim for compensation against Boloo must always be reported in writing, but no later than one year after the Client was aware or could reasonably be aware of the facts on which it bases its claims. In any event, Boloo's liability ends after one year after termination of the Agreement between the Parties.

Article 28 Confidentiality
1. Boloo and Client undertake to maintain the confidentiality of all (confidential) information obtained in the context of an Agreement. Confidentiality results from the Agreement or where it can reasonably be expected to be confidential information. The parties will observe strict confidentiality with regard to all information they obtain about each other and from each other. All information and data carriers of the other Party will not be made available to third parties and must remain strictly confidential unless the other Party has given its express prior written consent.
2. The Client is obliged to keep all Website and other materials provided by Boloo confidential, not to disclose or use them to third parties, unless Boloo has explicitly given permission to do so.
3. If, on the basis of a legal provision or a court ruling, Boloo is obliged to (partly) provide the confidential information to (co) the law or the competent court or third party, and Boloo cannot invoke a right to refuse, Boloo is not obliged to pay any compensation and the Client is not entitled to terminate the Agreement.
4. Boloo and the Client also impose the confidentiality obligation on third parties they engage.

Article 29 Intellectual Property Rights
1. All Boloo's intellectual property rights, including websites, databases, Tool, equipment and/or other materials made available to the Client, including but not limited to designs, analyses, reports, documentation and offers as well as all the preparatory material thereof, are owned exclusively by Boloo, and/or third parties and/or suppliers if these rights already belonged to others than Boloo.
2. The Client is prohibited from disclosing and/or multiplying, changing or making available to third parties all documents and Tool on which Boloo's IP rights and copyrights rest without Boloo's explicit prior written consent and an agreed monetary compensation. If the Client wishes to make changes to items delivered by Boloo, Boloo must explicitly agree to the intended changes.
3. The Client is prohibited from using the products on which Boloo's intellectual property rights rest differently than agreed in the Agreement. The Client only obtains a non-exclusive non-transferable right to use the Website, unless otherwise expressly agreed.
4. The Client is also not allowed to change or remove any information concerning the confidential nature, copyrights, trade names, brands, or any other intellectual property right from the Website, Documentation and/or other materials.
5. The parties will inform each other and act jointly against any infringement of Boloo's IP rights.
6. The Client indemnifies Boloo against third-party claims regarding (any) infringements and/or claims by third parties with regard to what has been made available to the Client under the Agreement. The Client will inform Boloo immediately about these breaches and/or claims.
7. Any infringement by the Client of Boloo's IP rights (and copyrights) is punishable by a one-off fine of €10,000 (in words: ten thousand euro) and a fine of €500 (in words: five hundred euro) for each day that the infringement continues.

Article 30 Indemnification and accuracy of information
1. The Client is responsible for the accuracy, reliability and completeness of all data, information, documents and/or documents that it provides to Boloo under the Agreement. Even if this information comes from third parties, the Client is responsible for this.
2. The Client indemnifies Boloo from any liability resulting from failure or late fulfillment of the obligations under the previous paragraph.
3. The Client indemnifies Boloo against third-party claims with regard to intellectual property rights on the data and information provided by the Client, which can be used in executing the Agreement, as well as with regard to the content of the advice and reports drawn up by Boloo.
4. If the Client provides electronic files or information carriers to Boloo, the Client guarantees that they are free from viruses and defects.

Article 31 Complaints
1. If the Client is not satisfied with Boloo's service or products or otherwise has complaints about the execution of the Agreement, the Client is obliged to report these complaints as soon as possible, but no later than 14 days after the relevant reason that led to the complaint. Complaints can be reported orally or in writing to support@boloo.co with the subject “Complaint”.
2. The complaint must be sufficiently substantiated and/or explained by the Client in order for Boloo to deal with the complaint.
3. Boloo will respond substantively to the complaint as soon as possible, but no later than 14 days after receipt of the complaint.
4. The parties will try to find a solution together.

Article 32 Applicable law
1. The legal relationship between Boloo and Client is governed by Dutch law.
2. Boloo can change these terms and conditions unilaterally. The most current version can be found on the website.
3. In the case of translations of these general terms and conditions, the Dutch version prevails.
4. All disputes arising from or as a result of the Agreement between Boloo and Client will be settled by the competent court of The Hague, location The Hague, unless mandatory provisions designate another competent court.

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