Terms and Conditions

Article 1 Definitions
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In these terms and conditions, the capitalized terms have the following meaning, unless otherwise  stated expressly or in the context dictates otherwise (words in the singular also indicate the plural and vice versa):
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Storeshippers
the user of these general terms and conditions, being the private Company StoreShippers BV, established in Amsterdam at Da Costastraat 43 h, registered in the trade register of the Chambers of Commerce under number 75460955;
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Product
a good delivered by StoreShippers to its Customer, including, but not limited to packaging materials, labels, printers, scanners, scales, monitors, bicycles, clothing;

Platform
the software platform developed by StoreShippers that manages all services

Service
a service provided by StoreShippers to its Customer;
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Customer
the counterparty of StoreShippers and the parties belonging to its concern legal entities;

Quotation
an offer from StoreShippers, including, but not limited to, quotations and price lists as well as relevant information contained in mailings from StoreShippers or stated on the Website;
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Agreement
the agreements between StoreShippers and the Customer;

Rates
the rates, surcharges or fees applied by Carriers at any time

Carrier
the carrier engaged by StoreShippers on behalf of the Customer for the delivery of Services or Products including, but not limited to DPD, Budbee, Peddler, Moss, PostNL, DHL, DPD, UPS and Bpost;

Website
‍‍www.StoreShippers.com and all others websites operated by StoreShippers.
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Article 2 General
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2.1
These terms and conditions apply to all current and future Agreements and/or actions performed by StoreShippers, to the exclusion of the terms and conditions of the Customer.
2.2
The applicability of other general terms and conditions, whether or not used by a Customer, including purchasing conditions, is expressly rejected, also in the case the Customer has previously referred to such terms. For applicable declaration of (a part of) other general terms and conditions than these, prior written acceptance thereof by StoreShippers is required. If and insofar as other general conditions are (also) applicable, then in the event of any contradictions, these shall prevail.
2.3
Deviations from these general terms and conditions only apply if they are confirmed to the Customer in writing by StoreShippers. Any deviations from these general terms and conditions, applied or tolerated by StoreShippers at any time for the benefit of a (potential) Customer never give them the right to deviation later, or the application of such a deviation as established for itself.
2.4
Interim unilateral changes to these terms and conditions by StoreShippers are allowed at all times. In the event of interim changes to these terms and conditions, the Customer has the right to Terminate the agreement, without StoreShippers owing any form of compensation to the Customer.
2.5
If any provision of these terms and conditions should be invalid, void or unenforceable or should be declared or destroyed, does not affect the validity of the other provisions of these general terms and conditions. In that case, the parties will consult and agree in such a way that the relevant provision is replaced by valid, enforceable and legally binding provisions, with the same effect as the original provision.
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Article 3 Conclusion of Agreement
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3.1
All Quotations from StoreShippers are without obligation and can be withdrawn without any formalities, even after acceptance by the Customer.
3.2
The Agreement, as well as the changes and additions thereto, are only binding if confirmed in writing by StoreShippers. The Agreement is only valid if signed by a authorized representative of StoreShippers. Possible commitments from representatives of StoreShippers do not bind StoreShippers, unless and as soon as they have been confirmed in writing by StoreShippers. An acceptance of a Quotation which deviates from the contents of the Quotation, is considered a rejection of the original offer and as a new offer that does not bind StoreShippers. This also applies if the acceptance deviates from the Quotation only on minor points. Agreements are entered into subject to the condition that StoreShippers can confirm that the Customer has sufficient creditworthiness.
3.3
Agreements cannot be canceled by the Customer without written notice permission from StoreShippers, unless the parties agree in writing on the compensation owed by the Customer to StoreShippers in the event of a StoreShippers accepted termination of the Agreement.
3.4
Obvious mistakes, including, but not limited to, printing, typing or programming errors, Quotations or on the Website release StoreShippers from its compliance obligation, as well as from the obligation to compensate any damage resulting therefrom, even after realization of the agreement.
3.5
If several Products and/or Services are offered in a Quotation and per (group) Product(s)/Service(s) is referred to as a price, then the Quotation only applies as a whole and the Customer is not entitled to use only part of the Products or Services offered accept at the stated price. Quotations only apply to the specific items contained therein mentioned Products and/or Services and not for future assignments, sales or deliveries.
3.6
If the Agreement is not recorded in writing and the Customer nevertheless ask StoreShippers commences the execution of the Agreement, the content of the Quotation shall be regarded as an Agreement.
3.7
Up to the time of actual delivery of the Products and/or Services, StoreShippers is entitled to cancel the Agreement, if it deems to be valid reasons, without any form of compensation being owed. Cancellation takes place by written notification.
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Article 4 Registration and confidentiality
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4.1
In order to use the Services or Products, the Customer must register. After StoreShippers has approved the Customer, the Customer will receive a confirmation and credential and the Customer can use the Services and the Customer can purchase Products. Scope of Article 6:227b of the Dutch Civil Code is excluded. The Customer guarantees to StoreShippers that the (during registration) information provided by the Customer to StoreShippers is correct and complete and meets the specifications prescribed byStoreShippers.
4.2
The Customer is obliged to observe secrecy with regard to the content of Quotations, Agreements, the login codes provided to the Customer by StoreShippers as well as all correspondence, information, knowledge and/or documentation supplied by or relating to StoreShippers, that has been delivered by StoreShippers and/or is otherwise in the possession or has come to know of the Customer in the context of the preparation, realization and implementation of the Agreement, except to the extent that it concerns confidential information that (other than as due to an attributable shortcoming or wrongful act of the Customer) publicly is known or in respect of which StoreShippers has given written permission for full or partial waiver of the confidentiality obligation.
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4.3
The Customer will not use and/or disclose the confidential information, not even for marketing and/or commercial purposes. The Customer treats the confidential information with at least the same degree of care as she uses for her own confidential data and it only discloses confidential information to third parties and/or its employees, insofar as this is necessary for the performance of their activities and not before the Customer has provided those third parties and/or its employees with a has imposed the same obligation of confidentiality contained in these general terms and conditions. The customer guarantees to StoreShippers that those third parties and/or its employees continue to comply with the obligation of confidentiality.
4.4
If the Customer, pursuant to an obligation under the law, a binding regulation or is required to disclose certain information pursuant to binding regulations, it will Inform StoreShippers in writing in advance of such disclosure.
4.5
The obligation of confidentiality remains even after delivery or termination of an Agreement in full force and effect.
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Article 5 Performance of the Agreement
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5.1
StoreShippers` obligation to provide Services consists of an effort to the best of its ability, based on the information provided by the Customer and the nature of the assignment.
5.2
StoreShippers is never in default by the mere expiry of a term, including the delivery time. To this end, a written notice of default is always required, whereby StoreShippers a reasonable period of time is given in which to comply. StoreShippers is authorized for partial deliveries.
5.3
If and as soon as, StoreShippers is unable to perform the Agreement in the agreed and/or usual manner, due to the impediment of the Customer or by any other to the Customer attributable cause. The Customer is obliged to compensate the costs incurred and damage suffered by StoreShippers as a result, including the costs associated with storage.
5.4
Unless otherwise agreed in writing, the Products delivered by StoreShippers are at the risk of the Customer from the moment of delivery.
5.5
The Customer must provide StoreShippers via its website, email, plug-in, api or otherwise agreed method with the address details of the recipient(s). After StoreShippers receives data, the Customer will receive from StoreShippers as soon as possible the digital address label(s). The delivery times specified by StoreShippers are indicative and do not qualify as deadlines. Specified delivery times start when the Agreement has been effectively concluded, all details have been agreed upon and after StoreShippers has all necessary data for the execution of the work.
5.6
The delivery time is based on the circumstances applicable at the time of the conclusion of the Agreement . If a delay arises as a result of a change of these circumstances, the delivery time will automatically be extended accordingly, without prejudice to the provisions of force majeure.
5.7
StoreShippers is entitled to outsource the performance of the Agreement or parts thereof to third parties without the Customers consent. If the Customer wishes to involve third parties in the execution of the Agreement, this will only take place with prior notice written approval from StoreShippers.
5.8
Each Agreement implies the authority of StoreShippers to engage third parties, including, but not exclusively, engage Carriers and to determine the Rates and any limitations of the liability of those third parties, also on behalf of the Customer. StoreShippers is not liable for the choices of these third parties, for any failures of these third parties, or damage or loss of any kind or for whatever reason caused by these third parties, regardless of the basis for the liability, unless StoreShippers  management acts with intent or wilful recklessness. The scope of Article 6:76 of the Dutch Civil Code is excluded.
5.9
StoreShippers is entitled to take the Website and other information systems and communications temporarily out of use for maintenance.
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Article 6 Obligations of the Customer
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6.1
If the Customer moves or the (billing) address, e-mail address and/or other details of the If the Customer changes, the Customer is obliged to inform StoreShippers about this in a timely manner, i.e prior to the change, in writing.
6.2
The Customer is obliged to disclose all facts and circumstances that may be relevant to a correct execution of the Service, as well as all data and information required by StoreShippers information to StoreShippers in a timely manner.
6.3
The Customer is responsible for the equipment and other supplies, such as a printer and an internet connection, which are required to use the Service.
6.4
The Customer indemnifies StoreShippers against all costs, loss and interest that could arise from third-party claims, for whatever reason, regardless of whether these claims are also filed against the Customer, relating to incidents, acts or omissions that may but need not be connected to performing the Agreement or defects in the item delivered by the Customer. The Customer must insure and keep itself insured against this liability and forward StoreShippers a copy of the relevant policies immediately on request.Any liability of StoreShippers regarding third-party claims against the Customer is excluded, regardless of the basis for this liability.
6.5
The Customer is obliged to provide StoreShippers with all cooperation that is of service to or reasonably necessary for the provision of the Service or Product.
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Article 7 Prices and Rates

7.1
Unless otherwise agreed or indicated in writing, all StoreShippers prices quoted at any time are exclusive of VAT and other taxes or duties.
7.2
All prices are based on the applicable taxes, duties and other pricing factors, including, but not limited to, only the Rates.
7.3
The Customer must reimburse StoreShippers for all Rates that Carriers invoice StoreShippers  in connection with the Agreement, including but not limited to surcharges and shipping costs, even if this happens after delivery or the termination of the Agreement.
7.4
The Customer may submit a claim to a Carrier via its email. StoreShippers will do its utmost to ensure that the Carrier accepts the Customer’s claim. StoreShippers has a best-efforts obligation in this regard. StoreShippers will reimburse the Customer the amount that the Carrier pays under a claim. The Customer’s submission of a claim, the Carrier’s acceptance or non-acceptance of a Customer’s claim, and/or the Carrier’s payment or non-payment of compensation will not in any way affect or suspend the Customer’s obligation under Article 7.3 above.
7.5
StoreShippers expressly reserves the right to change its prices if and insofar as price-determining factors, including, but not limited to, the factors referred to in paragraph 2 of this article the factors referred to, give rise to it.
7.6
A price change will take effect no earlier than thirty (30) days after the Customer`s written notice has been notified. In the event of interim price changes, the Customer has the right to Terminate the agreement, without StoreShippers being any form of compensation owed to the Customer.
7.7
StoreShippers is entitled to adjust its Prices annually on 1 January on the basis of the CBS consumer price index for all households, series 2015=100.
7.8
If the Agreement is extended or changed at the request of the Customer or if there are unforeseen circumstances, this may lead to additional costs. StoreShippers informs the Customer as soon as possible about the additional costs. Except when there is an emergency, StoreShippers will only start work that entail additional costs, after the Customer has agreed to this.
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Article 8 Payment

8.1
Unless otherwise agreed in writing, payment must be made within fourteen (14) days after invoice date. Invoicing is done weekly, bi-weekly, or monthly in arrears. If the invoice amount has not been paid in full on the due date, the Customer will be in default by the mere expiry of the term, without any summons or notice of default being required.
8.2
If StoreShippers has not received payment within the term referred to in paragraph 1 of this article, the Customer is obliged to StoreShippers to pay an interest equal to the statutory commercial interest pursuant to article 6:119a of the Dutch Civil Code plus 5% and all claims of StoreShippers on the Customer, for whatever reason, immediately due and payable in full. For the calculation of the interest on the amount owed is part of a month counted for a full.
8.3
If StoreShippers has not received payment within the term referred to in paragraph 1 of this article, StoreShippers is authorized to suspend its obligations towards the Customer until payment has been made. If, as soon as and for as long as the Customer does not fulfill its payment obligations towards StoreShippers on time, StoreShippers is entitled to deny the Customer access to the Services.
8.4
If StoreShippers has not received payment within the term referred to in paragraph 1 of this article, the Customer is obliged to reimburse all costs to StoreShippers that StoreShippers makes to collect the outstanding amounts, in particular: a: declarations of lawyer(s) with regard to their activities, both in and out of court, also insofar as they exceed amounts liquidated by the court, costs of bailiffs, agents and collection agencies, as well as all execution costs. The extrajudicial costs are fixed at 15% of the principal sum, with a minimum of € 150 ;b: the costs of filing for bankruptcy. StoreShippers is entitled to off-set unreceived payments against payments it ows.
8.5
Payments made by the Customer always serve to settle all outstanding costs and interest and then of the due and payable invoices that have been outstanding the longest, even if the Customer states that the payment relates to a later invoice. All payments must be made without any deduction, discount or set-off.
8.6
StoreShippers is entitled to off-set any amount owed by the Customer to StoreShippers, to any amount owed by StoreShippers to the Customer or affliated companies.
8.7
StoreShippers will always, also during the execution of an Agreement and regardless of whether one whether several due and payable invoices have not been paid or have not been paid in full, requre advance payment or a bank guarantee, at least an equivalent security, as security for the payment may demand of the debt.
The Customer is then obliged to comply with this. In that case, StoreShippers is also authorized to suspend its obligations towards the Customer until payment has been made or security has been provided. This also applies if StoreShippers has reasons to compromise the willingness to pay and/or creditworthiness of the Customer to doubt. If the Customer refuses to meet the requirements of StoreShippers StoreShippers is free to consider the Agreement as dissolved, without prejudice to its rights to compensation for all damage, costs and loss of profit.
8.8
If at any time Customers asset are attached, the Customer will report this within 24 hours to StoreShippers.
8.9
If the Customer is not the end user of the goods delivered by StoreShippers, StoreShippers have the right to inform the end-user of payment delays of at least 1 month and, if necessary, make an agreement directly with the end-user to continue service.
8.10
Any appeal by the Customer to set-off or suspension is expressly excluded, unless StoreShippers agrees in advance in writing to a specific suspension or settlement and the claim in respect of which is suspended or which is settled by StoreShippers has been unconditionally acknowledged in writing.
8.11
StoreShippers may also exercise its rights as described in this article at all times vis-à-vis a company affiliated with the Customer, for any claim of StoreShippers on the Customer and/or a company affiliated with the Customer. One company becomes one with another company and is considered affiliated if 50% or more of that company belongs to the same owner, or is 50% or more controlled directly or indirectly by either controls that other company and/or 50% or more with that other company belongs to the same group of companies.
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Article 9 Subscriptions

9.1
There are four subscriptions: Essential, Lite, Pro and Enterprise.  Under the subscriptions, the Customer pays a monthly subscription fee. Besides sending items based on a shipping contract between StoreShippers and a Carrier, the Customer may also use the StoreShippers and its features under a Lite, Pro or Enterprise subscription while sending items under its own shipping contract with a carrier. This latter carrier does not qualify as a Carrier within the meaning of these general conditions. The claims service referred to in Article 7.3 of these general conditions is also not provided for these latter shipments.
9.2
By registering a for a Essential, Lite, Pro or Enterprise subscription, the Customer agrees to be given immediate access and fees start to apply. The subscription continues automatically as long as it is not terminated. The Client may cancel a subscription according the term in the Agreement.
9.3
If this is indicated at the time of registration, the Customer can start the subscription with a free trial period. The Client can then try the services of charge for that period. Unless the Customer cancels the before the end of the trial period, the Customer must pay the subscription fee.
9.4
The subscription fees and all other costs and Charges that the Customer owes for using StoreShippers will be charged on a monthly basis. The subscription fee will be charged for the first time on the day of the start of the subscription (pro rata). Subsequently, the subscription fee will be charged monthly in advance on the first day of the new month. The S subscription starts on the day after the trial period ends.
9.5
StoreShippers may always make interim unilateral changes to the subscription fees and/or associated Services, without being obliged to pay any form of compensation to the Customer. Such a change will not take effect until thirty (30) days after the Customer has been informed of it in writing.
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‍Article 10 Force majeure

10.1
If StoreShippers cannot fulfill its obligations under the Agreement, including any agreed warranty obligations, due to force majeure, or any other extraordinary circumstance, including but not limited to fire, strike, stagnation in the supply of products, internet or computer failures, measures imposed by the state, unexpected defects and/or malfunctions at StoreShippers or at Carriers or its suppliers or a shortcoming in the fulfillment by a StoreShippers engaged third party or a Carrier, StoreShippers has the right to fulfill its obligations in whole or in part at a later date.
10.2
In the event of an immediately recognizable as a permanent force majeure or if the force majeure lasts longer than three months, the Parties have the right to dissolve the Agreement in whole or in part, without StoreShippers owing any form of compensation to the Customer.

Article 11 Liability
11.1
StoreShippers is only liable for a failure to perform the Agreement if the failure has been caused by its gross negligence or because its incorrect action can be attributed to it to a serious degree.
‍11.2
StoreShippers is in no way liable if the Customer does not completely and/or not duly followed the received instructions / advice by StoreShippers and/or the third parties it hires, regardless of the basis for liability. Customer is responsible for correct data entry of information into the StoreShippers Platform.
11.3
StoreShippers is in no way liable for damage the Customer has insured, or could reasonably have taken out insurance, regardless of the liability. The Customer indemnifies StoreShippers against claims from insurers in this regard.
‍11.4
StoreShippers is never liable for consequential damage or loss, including, but not limited to, lost profits, lost savings, immaterial damage, business or environmental damage, regardless of on which liability is based.
11.5
Any claim of the Customer against StoreShippers lapses if after one (1) year after the arising of the claim by the Customer in this regard, no legal proceedings on the merits against StoreShippers has effectively been brought. Under penalty of forfeiture of any claim to for compensation, the Customer must report damage claims to StoreShippers in writing, at the latest within three (3) months after the Customer discovered or could have discovered the damage to discover.
11.6
‍If and to the extent that, despite the provisions of this article, any liability rests on StoreShippers, its liability for damage to property will be limited to repair and replacement costs capped at the principal sum as stated on the relevant invoice. In the event of damage to persons and any other cases, the liability of StoreShippers is at all times limited to the payment to which the liability insurance taken out by StoreShippers, plus with the excess that StoreShippers bears under that liability insurance. If and insofar as for whatever reason no payment was allowed under its liability insurance, the total liability, regardless of what it is based on, is at all times limited to the amount charged by StoreShippers in connection with the relevant Agreement amount brought with a maximum of € 10,000.
11.8
Insofar as third parties that StoreShippers is using for the execution of the Agreement, limit their liability for these services, all Agreements with StoreShippers authorize StoreShippers to accept such liability limitations also on behalf of the Customer. Every liability of StoreShippers for unexpected shortcomings on the part of these third parties are excluded.
11.9
‍StoreShippers is in no way liable for damage resulting from the (temporary) failure to be available of any Service, regardless of where liability is based including its carrier partners. StoreShippers is never liable with regard to unauthorized use of login codes.
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Article 12 Complaints
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12.1‍
If the Customer does not give StoreShippers written notice of the lack of conformity of an item with the Agreement within eight (8) days of its receipt, it can no longer invoke that lack of conformity. Sendcloud need not deal with complaints regarding slight deviations.
12.2
If and insofar as StoreShippers determines that the delivered item does not comply with the Agreement, will – at the discretion of StoreShippers – be delivered again or additionally or a (proportionate) reduction of the purchase price will be applied. If and insofar as
StoreShippers supplies replacement Products, the Customer is obliged to return the defective Products immediately at its expense to StoreShippers.
12.3
Complaints regarding invoices sent by StoreShippers must be submitted by the Customer within 10 days after the invoice date to be notified in writing to StoreShippers. After once that term has expired, objections can no longer be processed and the Customer has waived his (alleged) rights.
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‍Article 13 Intellectual property rights

13.1
All intellectual property rights, such as trademarks and copyrights in the name StoreShippers, the Website and the software are owned by StoreShippers or licensors. Any use of the aforementioned name, Website, software or the content thereof, including reproduction, disclosure, copying or storage, in whole or in part, of any such content other than for Customer`s own use is prohibited, without prior specific written permission from StoreShippers. The Customer may not resell or make available to third parties Services or Products purchased from StoreShippers, except with the foregoing specific written permission from StoreShippers.
13.2
All intellectual property rights to the Products or Services delivered to the Customer rest exclusively with StoreShippers, its licensors or its suppliers. The customer will not make any indication of the confidential nature or concerning copyrights, trademarks, trade names or any other intellectual property right of the Remove, change or copy delivered (or have removed) delivered by StoreShippers.
13.3
The customer only acquires the rights of use that are included in these general terms and conditions, the Agreement and the law are expressly granted. A right of use to the Customer is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.

Article 14 Suspension and termination
14.1
If, as soon as, and for as long as the Customer fails to fulfil, fails to punctually fulfil, or fails to properly fulfil one or more of its obligations towards Sendcloud under the Agreement, StoreShippers may fully or partially suspend its obligations towards the Customer. In such a case, the Customer must compensate all resultant damage or loss suffered by StoreShippers, including but not limited to lost profits. If and as soon as the Customer is in default, StoreShippers may fully or partially terminate the Agreement with the Customer.
14.2
Because of termination, reciprocal claims become immediately due and payable. The Customer will then be liable for the damage or loss suffered by StoreShippers, including loss of profits and costs.
14.3
If and as soon as the Customer is declared bankrupt or a petition for bankruptcy has been filed, applies for a moratorium on the payment of debts, or loses the power to dispose of all or part of its assets through attachment, guardianship or otherwise, StoreShippers may terminate the Agreement without judicial intervention and with no need for a notice of default, unless the insolvency practitioner or administrator recognises the obligations under this Agreement as estate debt.

Article 15 Final provisions
15.1
If any provision of this agreement should be or should be declared invalid or void, shall be without prejudice to the validity of the remaining provisions of this Agreement have and will consult the Parties and, with regard to the invalid or null and void provisions, agree in such a way, to the extent permitted by law, that the provision in question is replaced by valid and legally binding provisions, with the same purport as possible as the original provision.
15.2
All acts performed by StoreShippers, including the agreements concluded by it, are exclusively governed by Dutch law.
15.3
All disputes arising from agreements concluded between the parties will be settled exclusively by the competent Dutch court in the district of Amsterdam.