These are the General Terms and Conditions of Urban Reptiles (a product of Vergouwen Media) (hereinafter referred to as “Urban Reptiles”), a company having its registered office at BORNHEMWEG 3, Oudenbosch. Vergouwen media is registered at the Trade Register of the Chamber of Commerce under number 71553207.
Definitions
In these General Terms and Conditions the following terms have the subsequent meaning unless explicitly stated otherwise.
Terms and Conditions: these general terms and conditions.
Company: the Counterparty acting in the conduct of a business or profession.
CC: the Dutch Civil Code (Burgerlijk Wetboek).
Assignment: All activities, in any form, performed by Urban Reptiles for (the benefit) of the Counterparty.
Distance Service (dienstverlening op afstand): a contract that is concluded between Urban Reptilesand the Counterparty under an organized distance service provision scheme, with the exclusive use of one or more means of distance communication up to and including the time at which the contract is concluded.
Agreement: each agreement concluded between Urban Reptiles and the Counterparty.
Counterparty: the Company that has accepted these Terms and Conditions and has given instructions to perform an Assignment.
Unless the Terms and Conditions explicitly state otherwise, the singular shall include the plural and vice versa, and reference to the male form shall include the female form and vice versa, in relation to the interpretation of the Terms and Conditions.
Applicability
- These Terms and Conditions are applicable to all proposals and Agreements made between Urban Reptiles and the Counterparty unless the parties have expressly waived these Terms and Conditions in writing.
- These Terms and Conditions are also applicable to agreements with Urban Reptiles, where third parties should be involved for the fulfillment of the agreement.
- The applicability of terms and conditions of the Counterparty is hereby excluded explicitly.
- Deviations of the Agreement and Terms and Conditions shall only be valid in case these have been explicitly agreed upon in writing.
Proposals
- All proposals where the contrary has not been explicitly stated, qualify as a non-committal proposal and can always be revoked, also if it includes a term for acceptance. Proposals can also be revoked within seven days after receipt by Urban Reptiles, in which case no agreement will be concluded.
- All proposals of Urban Reptiles are valid for a period of 2 weeks, unless indicated otherwise.
- Urban Reptiles shall not be bound to his proposals when the Counterparty, based on reasonableness and fairness (redelijkeheid en billijkheid) and in general accepted principles (in het maatschappelijk verkeer gangbare opvattingen), should have understood that the proposal (in whole or in part) contains an obvious mistake or error.
- In the event the acceptance (whether on minor points or not) deviates from the proposal, Urban Reptiles shall not be bound to such acceptance. Unless Urban Reptiles states otherwise, the Agreement will not be concluded in accordance with such deviating acceptance.
Liability
- Urban Reptiles is not liable for the results of the advice given on the site. It is information that has been made available to support pet owners, but should not be used as a substitute for vetinary advice or dietary advice. We cannot be held accountable the results you see when implementing the information.
- Urban Reptiles is only liable for direct damage caused deliberately or as a result of gross negligence of Urban Reptiles, and limited to the amount paid out or covered by the insurance of Urban Reptiles or limited to a one-off payment of the amount specified in the invoice.
- Urban Reptiles shall not be liable for any indirect damage, including consequential loss, loss of profits, lost savings and damage caused by interruption of operations, loss as a result of providing insufficient cooperation and/or information to the Counterparty, damage as a result of information or advice provided by Urban Reptiles, of which the contents do not explicitly form part of the Agreement and all damages which are not covered by direct damage as referred to in these Terms and Conditions.
- Urban Reptiles shall not be liable for mistakes in the material provided by the Counterparty or for misunderstandings or mistakes with respect to the performance of the Agreement if these are the result of actions of the Counterparty, such as late or non-delivery of complete, sound and clear information/materials.
- Urban Reptiles shall not be liable for mistakes in the event the Counterparty has already given approval, or has had the opportunity to carry out an inspection and has expressed no desire for such an inspection.
- The liability restrictions set out in this article also apply to third parties appointed by Urban Reptiles for the performance of the Agreement, and Urban Reptiles shall not be liable for damages caused by failures of such third parties.
- Urban Reptiles shall not be liable for damage or loss of documents during transportation or mailing regardless whether these were transported or mailed by or on behalf of Urban Reptiles, the Counterparty or third parties.
Indemnification
- The Counterparty indemnifies Urban Reptiles, to the extent permitted by law, against liability towards one or more third parties, arisen from and/or connected to the performance of the Agreement, irrespective of whether the damage is caused or inflicted by Urban Reptiles or by the third parties appointed by Urban Reptiles (hulppersonen), by auxiliary materials or the completed Assignment.
- In addition, the Counterparty indemnifies Urban Reptiles, to the extent permitted by law, against all liabilities from third parties in connection with any infringement of Intellectual property rights of these third parties.
The Counterparty is always required to use its best efforts to limit the damage to a minimum.
Intellectual property
- All intellectual property rights to all the provided products, materials, analyses, designs, software, documentation, opinions, reports, quotes, (electronic) information and preparatory material thereof (together the “IE Material“), developed or provided as part of the Agreement or on the website, are owned exclusively by Urban Reptiles or its licensors.
- The Counterparty’s sole rights and authorizations with respect to the IE Material derive from the Agreement and/or are expressly conferred in writing.
- The Counterparty is not entitled to transfer any obtained rights or authorizations regarding the IE Material to third parties without prior written consent of Urban Reptiles.
- The Counterparty is not entitled to remove or alter any designation concerning intellectual property rights such as copyrights, trademarks or trading names from the IE Material.
- Each exploitation, reproduction, utilization or publication of the IE Material by the Counterparty outside the scope of this Agreement or rights and authorizations granted, will be regarded as a violation of the intellectual property of Urban Reptiles.
- The Counterparty shall pay an immediately due and payable penalty of €250, not subject to any judicial moderation, for each infringement to Urban Reptiles, without prejudice to the right of Urban Reptiles to claim reimbursement of the damage incurred by the infringement or to take other legal actions in order to terminate the infringement.
- In case the Counterparty has received expressly written consent of Urban Reptiles for the exploitation, reproduction, utilization or publication of the IE Material outside the scope of this Agreement or granted rights and authorities, this shall not constitute as an infringement of intellectual property rights.
- All the IE Material developed by Urban Reptiles for the execution of the Agreement may be used for promotional purposes by Urban Reptiles, unless otherwise agreed.
Privacy
- Urban Reptiles respects the privacy of the Counterparty. Urban Reptiles handles and processes all personal data provided in accordance with the applicable legislation, specifically the Personal Data Protection Act (Wet Bescherming Persoonsgegevens). The Counterparty agrees with this handling. Urban Reptiles applies appropriate security measures for the protection of personal data of the Counterparty.
- Urban Reptiles will use the personal data of the Counterparty exclusively for the performance of the Agreement or to deal with a complaint.
- For more information with respect to privacy we refer to the website of Urban Reptiles.
Changes to parties
- The Counterparty is not entitled to transfer its rights and obligations under the Agreement to any third party without the prior written consent of Urban Reptiles.
- Urban Reptiles Marketing is entitled to impose conditions in relation to such consent.
Governing law and jurisdiction
- These Terms and Conditions and the Agreement, and all non-contractual rights and obligations arising thereto, are governed by and will be interpreted in accordance with the laws of The Netherlands.
- All disputes between Urban Reptiles and the Counterparty related to these Terms and Conditions and the Agreement, or the agreements concluded in the performance of or in connection with these Terms and Conditions and the Agreement, will be submitted exclusively to the competent court of Zeeland-West-Brabant.
