General Terms and Conditions

SEOshop Group B.V., trading under the name of SEOshop, with its office registered at 1016EE Amsterdam, de Keizersgracht 313. Post address PO Box 15603, 1001NC Amsterdam. Telephone number: +31(0)20 820 23 91

Article 1 Applicability

1.1 In these general terms and conditions, “SEOshop” means: the private limited company SEOshop Group BV, trading under the name of SEOshop. In these general terms and conditions “service” or “webshop” means: the webshop/application (SEOshop e-commerce system) that SEOshop makes available for use and/or other services that SEOshop provides.

1.2. These terms and conditions are applicable on all offers of SEOshop and on all agreements concluded with SEOshop.

1.3. These terms and conditions apply to the exclusion of all other terms and conditions of the (potential) user (hereinafter:"Licensee").

In short,

these terms are applicable on all SEOshop products

Article 2 Conclusion of an agreement

2.1 The agreement between SEOshop and Licensee is concluded after, (1) Licensee has provided all data that SEOshop desires, (2) SEOshop has received the SEOshop license agreement that Licensee has completely filled in and signed, and (3) SEOshop has activated the webshop and login data. No agreement is concluded if SEOshop does not initiate activation.

In short,

after providing data and signing the agreement will be concluded

Article 3 License

3.1 SEOshop provides a non-exclusive right of use with regard to the service to Licensee. The right of use is effected upon conclusion of the agreement.

3.2 The right of use is non-transferable. The Licensee is not permitted to sell, rent, sublicense or make available the right of use in any form or for whatever purpose to third parties.

3.3 Licensee may only use the right of use for its own business activities.

3.4 The scope of the right of use is determined by the applicable description of the service in question at the moment of the conclusion of the agreement.

In short,

the right to use the service is for personal use only

Article 4 Duration of the right use

4.1 The agreement is concluded for a period of at least 12 months and will be extended each time by periods of 12 months, unless SEOshop or Licensee terminates the agreement at the end of the term taking account of a period of notice of at least 1 month.

4.2 Cancellation of an agreement needs to be done in writing through your backoffice (go to My Account > Subscription > I want to cancel my subscription).

4.3 When Licensee does not provide order for discontinuance of a domain, SEOshop is entitled to delete or to return the domain to the competent granting authority after cancellation or termination of the agreement. SEOshop points out in this regard that in such a case Licensee could still have an obligation to compensate towards the granting authority.

4.4 Licensee shall refrain from every direct or indirect use of the licensed services after cancellation or termination of the license agreement and is obliged to remove all information acquired from SEOshop within two workdays after the date of cancellation or termination from all (computer) appliances present at Licensee.

In short,

the duration is 12 months and can be extended

Article 5 Conformity

5.1 Statements of SEOshop concerning performances, functionalities, colours, characteristics and such like are approximate only and are without obligation.

5.2 Images, descriptions, advertising material and offers are not binding on SEOshop.

5.3 If the webshop is (partially) intended for use outside of the Netherlands or is aimed at a public outside of the Netherlands, Licensee must ascertain that the webshop, the content and the use of it complies with all regulations relevant on it in the country concerned. The use of the webshop and the conformity with the provisions of authorities is for the risk of Licensee.

5.4 Licensee guarantees the correctness, completeness and reliability of the data and information it has provided or is provided on its behalf to SEOshop. SEOshop is only obliged to (further) execution of the agreement if Licensee has provided all data and information that SEOshop desires and has complied with all its commitments in respect of SEOshop

In short,

information provided by SEOshop is without obligation and mind regulations outside of the Netherlands when opening a shop outside of the Netherlands

Article 6 Intellectual property

6.1 All intellectual and industrial property rights in relation to the webshop and other services and in respect of everything that SEOshop develops, produces or provides, including here software, texts, designs and images accrue to SEOshop.

6.2 Licensee is not permitted to remove or to modify any notice on brands, trade names, copyrights or other rights of intellectual or industrial property.

6.3 Licensee is not permitted to copy, to reproduce or to multiply in any way, to translate, to adapt, to imitate, to modify or to reconstruct the service or a part of it.

In short,

the intellectual property remains with SEOshop

Article 7 License fees/App’s and prices

7.1 License fees and other prices or rates SEOshop has specified or have been agreed with SEOshop exclude VAT and other taxes or levies.

7.2 The license fee consists of a standard fee and may also include a percentage of the turnover realized by the webshop per period of a calendar month, as specified in the SEOshop license agreement. The Turnoverfee applies only to Licenses in which the Turnoverfee is explicitly admitted. When entering into a License Agreement the possible applicability of the Turnoverfee will be clearly presented to Licensee.

7.3 The percentage is calculated over the net turnover, being the invoice price of Licensee excluding any turnover tax and excluding forwarding costs. The license fee is due per period of a calendar month.

7.4 As concerns payment of the license fee and other amounts due Licensee is not able to rely on any settlement. Licensee may not defer the payment of the license fee or other amounts due with a claim on the possible unsoundness of the service.

7.5 If SEOshop blocks a service on the basis of the applicable terms and conditions, it is entitled to attach the condition to an unblocking that Licensee settles the applicable costs for this, in accordance with the applicable arrangement for this purpose at SEOshop at the time of the unblocking.

7.6 SEOshop has the right at all times to deactivate the buy-function of a webshop when a payment has still not been received more than 21 days after invoice date.

7.7 After installing/buying an App/Module/Theme, in the SEOshop app store, the monthly payment for the App/Module/Theme will be added to the invoice.

7.8 Apps/Modules/Themes are purchased for the minimum period of 1 month, rounded in whole months and can be cancelled monthly. The maximum notice period is 1 month (until the next invoicing period).

7.9 Licensee is responsible for de-installation of the App/Module/Theme via the App Store (tab"My purchases").

7.10 In the case that Apps are offered with a 14 day or 30 day trial period, Licensee will not be billed for trying out Apps during the 14/30 day introductory trial period. If Licensee does not cancel/de-install the App before the end of that trial and therefore extends the Apps’ subscription beyond the trial, the Licensee will start to be billed. Once Licensee has canceled his/her one-time free trial of an App, Licensee’s shop will no longer have the option to try that App for free.

7.11 When purchasing an Apps/Modules/Themes, in the SEOshop app store, Licensee agrees to the General Terms and Conditions of the 3rd party/Partner selling the Apps/Modules/Themes on the SEOshop platform.

7.12 The responsibility for the functioning and maintenance of the Apps/Modules/Themes is for the 3rd party/Partner selling the Apps/Modules/Themes on the SEOshop platform.

In short,

this is what Licensee has to pay

Article 8 SEOshop services

8.1 For the benefit of secure net traffic and to ensure the net integrity, the interoperability of the services and the data security, SEOshop regularly carries out maintenance activities on its systems. For this purpose it can temporarily suspend or limit its service, taking account of the interests of Licensee, insofar objective reasons justify this. SEOshop shall, insofar as this is possible, carry out the maintenance activities during times with less internet traffic. If longer periods of temporary disruptions or restrictions of services are necessary, SEOshop shall inform Licensee in advance of the nature, the scope and the duration of the hindrance, insofar such is objectively possible under the given circumstances and the notification does not cause further delay to the removal of already occurred disruptions.

8.2 The choice of technical infrastructure is at the discretion of SEOshop. It can replace the used infrastructure, backbones, services of third parties/suppliers as well as hardware and software at all times. The use of a particular infrastructure, backbones, services of third parties/suppliers or particular hardware and software only applies as a component of the agreement, if such is explicitly mentioned in the description of the services.

8.3 SEOshop is entitled in all cases to alter the services taking account of a reasonable notification period. If Licensee does lodge an objection to the alteration within a reasonable term that SEOshop has set, then this enters into effect.

8.4 Insofar fixed IP addresses are made available, SEOshop retains the right to change the IP address that has been assigned to Licensee, if this is necessary for technical or other reasons.

8.5 Insofar it is necessary and reasonable, Licensee shall cooperate with a change, for example, entering login data again or simple switching of its systems.

8.6 SEOshop retains the right in respect of e-mail traffic to limit the scope of incoming and outgoing messages, insofar such can reasonably be desired of Licensee. SEOshop is entitled to delete all e-mail messages on the accounts that it has made available, once, a) Licensee has retrieved these, b) these have been forwarded according to the instructions of Licensee, and c) a storage period of 60 days has elapsed. Aforementioned provisions for e-mail messages do not apply for dedicated or virtual servers, whereby Licensee operates its own e-mail server.

8.7 The SEOshop API has a request limit per API key. You can do 300 requests every 5 minutes, 900 an hour and 3000 requests a day.

8.8 SEOshop is entitled to send e-mails to Licensee.

8.9 SEOshop is entitled to block or to reject an e-mail directed to Licensee if there is reason to believe that an e-mail contains damaging software (viruses, worms, Trojans, etc.), the sender information is incorrect or is encrypted or when there is a case of unsolicited or encrypted commercial communications (spam).

In short,

this describes the SEOshop services

Article 9 Domain registration.

9.1 Regarding the registration of the domain the agreement is effected directly between Licensee and the granting authority or the registrar. SEOshop orders the registration of domains in the context of an agreement for provision of services for the benefit of Licensee, insofar SEOshop itself is not registrar for the concerned top level domain (TLD).

9.2 Various organizations register and manage the top level domains. Various granting terms and conditions apply for every TLD. Licensee undertakes to comply with the terms and conditions of the organizations concerned.

9.3 The data necessary for the registration of top level domains are forwarded in an automatic process to the granting authorities concerned. Licensee can only assume an actual granting once the service is made available under the desired domain. No guarantee for granting can be given for the desired or ordered domains.

9.4 If, based on the concerned registration terms and conditions for a domain, the data that has to be entered appears to be incorrect and SEOshop is incapable of contracting Licensee under the entered data, SEOshop is entitled to have the domain deleted.

In short,

you have to register your own domain

Article 10 Credits & SMS text messages

10.1. The license holder can buy SMS credits in the SEOshop back office if the license holder has a valid agreement for usage of the software.

10.2 Every credit represents € 0,01.

10.3 The minimum order amount for credits is € 10,00.

10.4 The prices are excluding VAT and possible related costs are always mentioned directly in connection with the services.

10.5 Receiving text messages sent by SEOshop is free.

10.6 Payment of purchased credits will be made through one of the payment service providers chosen by SEOshop. Credits must be bought and paid before use of the SMS services (SMS prepaid credit)

10.7 A user can send text messages with his own mobile phone number displayed as the sender. This phone number must be configured up front in the SEOshop back office.

10.8 If the user uses 'SEOshop.nl' as the sender, SEOshop can inform the receiver on who the sender of the text message is, if requested in a legal manner related to the privacy laws.

10.9 SEOshop has the right to reject visitors and license holders and to remove license holders when complaints are made or when the services offered by SEOshop are abused.

10.10 Purchased SMS credits are not redeemable for cash. Upon expiration of the License Agreement the credits will expire.

10.11 Credits are not transferable to another account than the one in which credits were ordered. No rights are derived from the credit balance.

In short,

this describes the SMS message service

Article 11 Obligations of the licensee

11.1 Licensee undertakes to state all data that SEOshop desires completely and correctly and to promptly inform SEOshop of changes.

11.2 When switching from a different platform Licensee is responsible for setting up redirects of old URL’s to the new (SEOshop) URL’s, so SEO value of old URL’s is preserved.

11.3 Licensee undertakes to provide SEOshop with the correct account number that is identical to the account number on which Licensee receives payments from Payment Service Provider(s).

11.4 Licensee must make back-ups on other data carriers of all data that it sends to SEOshop servers, which are not present at SEOshop. In case of loss of data, Licensee shall again transfer the data files concerned to the server of SEOshop free of charge.

11.5 Licensee undertakes where appropriate to cooperate with registration, transfer and cancellation of domains, altering registrations in the databases of the granting authority and changing of providers and registrars.

11.6 In case of termination Licensee has to send in the termination through the BackOffice of SEOshop.

In short,

the Licensee is obligated to inform SEOshop with the correct data

Article 12 Rules of conduct

12.1 Licensee is not permitted to use the service, the system and/or the disk space for processes and/or acts that conflict with applicable legal provisions, the guidelines of the Advertising Code Commission (Reclame Code Commisssie), the agreement or these general terms and conditions. This includes, but is not limited to, the following processes and acts:

  • Spamming: the sending of large quantities of unsolicited e-mails with the same content and/or the unsolicited news group posting of a message with the same content in large amounts on the Internet. Also included here is spam that is sent via every other provider with reference to a website, e-mail address or other service at SEOshop;
  • Committing an infringement on copyrighted works or the otherwise acting in conflict with intellectual property rights of third parties;
  • Making public or spreading child pornography;
  • sexual intimidation or the harassing of persons in another way;
  • Hacking: accessing of other computers or computer systems on the Internet without having acquired permission;
  • Any other fraudulent conduct.

12.2 If Licensee breaches one of these rules of conduct or if there is any suspicion that licensee is breaching the rules of conduct, SEOshop is entitled at the discretion of SEOshop to deny Licensee the use of the service, to block the Internet pages concerned, to block the in/out boxes on the mail server and/or to fully or partially refuse access to the service.

12.3 When it has been made plausible that rights of third parties have been breached by the use of the service, the content of an Internet presentation, other stored data on a server of SEOshop or by the use of a domain as such, or when it has to be considered as probable on the basis of objective evidence that legal provisions are breached by the domains or the content of Internet presentations, SEOshop can deny Licensee the use of the service or block the Internet page(s) or server(s) concerned, for as long as the infringement or a conflict between Licensee and a third party regarding the infringement continues.

12.4 If the possible infringement is the result of a domain, SEOshop can also enact measures that render the domain inaccessible. In cases where in the infringement by a domain is established based on objective evidence, SEOshop can terminate the agreement without notice period.

In short,

this describes the rules by which the Licensee is bound

Article 13 Exclusions and force majeur

13.1 The availability of the SEOshop servers and the data channels to the access point to the Internet (backbone) amounts to an average of at least 99.50% per calendar year. However, limitations or impediments to the provision of services can occur that lie outside the sphere of influence of SEOshop. If SEOshop, as a result of these limitations or impediments or other forms of force majeure, is impeded with complying with the agreement, it is entitled to suspend the carrying out of the agreement. The Licensee has in that case no right to damage, costs or interest compensation.

13.2 Limitations, impediments or force majeur includes the following: technical terms and conditions of the Internet beyond the influence of SEOshop, impediments as a result of the hardware and software that Licensee uses or caused by the technical infrastructure it uses, disruptions to the electricity provision, strikes, fire, accident or staff illnesses, natural disasters, Denial of Service attacks, unforeseen problems by SEOshop and every other circumstance that is not exclusively dependent on the will of SEOshop.

In short,

SEOshop is online 99.50% of the time per year but forces outside the power of SEOshop may cause more time offline

Article 14 Guaranty and complaint

14.1 SEOshop guarantees the reliability of the service that it delivers in accordance to what Licensee may in all reasonableness expect based on the agreement. Nevertheless, if defects occur in the service that SEOshop delivers as a result of programming and/or design errors, then it shall repair or have these defects repaired or apply a reasonable price reduction, this at its own discretion and solely upon the judgement of SEOshop.

14.2 Defects in the security of the data of the Licensee stored on the systems of SEOshop, defects as a result of acts of Licensee itself or of other licensees or Internet users, as a result of changes in dial-up numbers, login procedures, account and/or e-mail addresses or other changes, fall outside the guarantee and are for the account and risk of Licensee.

14.3 Licensee must closely inspect the delivered services immediately after activation at the risk of every right to complaint and/or guarantee lapsing.

14.4 Complaints do not suspend the payment obligations of Licensee.

In short,

SEOshop will only repair certain types of errors and/or defects

Article 15 Payment

15.1 The license fee will be invoiced ahead of period.

15.2 Invoices are to be paid within 14 days after invoice date. Payments by Licensee can either occur via debit from its credit card or via direct debit. The authorization to debit from the credit card or direct debit applies for all amounts due in accordance with the agreement.

15.3 For every failed attempt to charge the credit card and for every failed attempt to debit cash via direct debit, Licensee is liable to pay administration costs to the sum of €20 to SEOshop.

15.4 SEOshop has at all times the right to demand a full or partial payment in advance and/or to acquire security of payment in another way.

15.5 SEOshop places a prepared electronic invoice in the section Customer Login (Klant-Login) for every payment. Forwarding of invoice by way of e-mail is free of charge.

15.6 When rates of the registration of domains or other services of third parties change, SEOshop is entitled to adjust the prices due for this from Licensee accordingly.

15.7 If payment is not received on time, Licensee is liable without giving further notice of default to an interest payment of 1.5% over the invoice amount per month, calculated from the due date up to and including the day of payment.

15.8 All costs related to the collection are for the account of Licensee. The extrajudicial collection costs amount to at least 15% of the sum to be collected with a minimum of €200.

15.9 Licensee relinquishes any right of settlement of mutual amounts due.

15.10 If no timely and/or complete payment of the licence fee is received, SEOshop is entitled to deny Licensee the use of the service, to block Internet pages used for the service and to refuse access to the service.

15.11 SEOshop offers the possibility for Licensee to pay the License fee 6, 12, 24 or 36 months in advance.

15.12 The License fee shall include, in the case of prepayment, all services purchased during the demo-period.

15.13 Services/Apps/Modules/Themes purchased after the demo-period will be invoiced monthly.

15.14 If Licensee is contemplating to cancel the direct debit, Licensee must consult SEOshop before doing so.

In short,

this is how the Licensee has to pay

Artikel 16 SEOshop Payments

16.1 SEOshop Payments is a cooperation between SEOshop Group B.V. and Mollie B.V., in which Mollie B.V. takes care of the payments and financial transactions. SEOshop cannot be held liable, as described in article 18 of these General Terms and Conditions, related to any payments and financial transactions.

16.2 Mollie B.V. is supervised by the Dutch authorities and will regulate any liability related to the payments and financial transactions in a separate contract, which is usual in other online payment methods and financial transactions.

16.3 After installing/buying SEOshop Payments under Settings - Checkout & Payment Methods, the monthly payment of €5 will be added to the invoice.

16.4 SEOshop Payments is purchased for the minimum period of 1 month, rounded in whole months and can be cancelled monthly.

Under Dutch law you are obliged to mention your company name, address, email address, phone number, Chamber of Commerce number and VAT number on your website.

16.5 Licensee is responsible for de-installation of SEOshop Payments.

In short,

SEOshop Payments is powered by Mollie

Article 17 Advice

17.1 All advice that SEOshop gives and notifications and statements that SEOshop provides concerning, amongst others, the characteristics of the services to be provided by SEOshop are entirely free of obligation and are provided by SEOshop as non-binding information. Hereby SEOshop does not provide any guarantee.

17.2 SEOshop is not liable for any direct or indirect damage, in whichever form and for whatever reason resulting from information and/or advice that SEOshop has provided. Licensee indemnifies SEOshop against all claims from third parties, unless there is case of intentional act or gross negligence on behalf of SEOshop.

In short,

advice that SEOshop gives is free of obligation

Article 18 Liabillity

18.1 Other than what is determined in Article 13, Licensee has no claim towards SEOshop whatsoever as a result of defects in or in relation to the services that SEOshop has delivered.

18.2 SEOshop is never liable for damage resulting from disruptions in or blocking of (the access to) the service or the Internet, immaterial damage, consequential loss, loss from stagnation, loss of profits and all other consequential damage or indirect damage resulting from whatever nature, unless there is case of gross negligence or interntional act on behalf of SEOshop.

18.3 Specified terms have been roughly established and are not to be considered as strict deadline. SEOshop is not liable in the event specified terms are exceeded.

18.4 In all cases in which SEOshop is obliged to pay compensation, this shall never exceed the license fee that the Licensee has paid over the last 12 months. If the damage is covered by the business liability insurance of SEOshop, the compensation shall furthermore never exceed the sum that in the instance concerned is actually reimbursed by the insurer.

18.5 Every claim against SEOshop, unless SEOshop recognizes these, lapses by the mere expiry of 12 months after the inception of the claim.

18.6 Licensee indemnifies SEOshop against all third party claims in relation to the carrying out of the agreement by SEOshop.

In short,

except for article 13 SEOshop isn’t liable

Article 19 Privacy

19.1 SEOshop respects the privacy of Licensee. SEOshop shall process the personal data of Licensee in accordance with the applicable privacy legislation and with the Privacy statement that can be viewed on the SEOshop website. Licensee consents to this processing of its personal data. SEOshop has the right, without given prior consent, to use the webshop and/or brand of the Merchant as a reference to the webshops made by SEOshop.

In short,

SEOshop respects the privacy of the Licensee

Article 20 Concluding provisions

20.1 All disputes between SEOshop and Licensee shall be exclusively settled by the competent court in the district of Amsterdam, the Netherlands. In derogation of this SEOshop is competent to apply to the court of the place of residence/place of business of Licensee.

20.2 All agreements that SEOshop concludes are exclusively governed by the law of the Netherlands SEOshop, 2014

In short,

disputes will be settled by the court of Amsterdam

Article 21 Unilateral modification clause

21.1 SEOshop reserves the right to unilaterally modify these General Terms and Conditions if SEOshop has valid grounds therefor which are justified by standards of reasonableness and fairness. SEOshop will give the {Merchant/Partner} notice of any modification of the terms on the SEOshop website.

In short,

SEOshop is able to modify these General Terms and Conditions

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