- The following terms are used in these general conditions with the following meaning, unless explicitly indicated otherwise or stated differently in the context:
- IoE Traders: the user of these general conditions: IoE Traders established on the Timmermanlaan 10 A at Zeist, registered at the Chamber of Commerce under number 68418027;
- user: the company or organisation that uses the services of IoE Traders;
- services: the online services that IoE Traders provides via the website of the user;
- agreement: the agreement between IoE Traders and the user;
- website: the website www.ioetraders.com that is managed by IoE Traders;
- provider: the user that provides a IoT solution via the website;
- buyer: the user that concludes a purchase agreement with the provider via the website;
- Advertisement: the advertisement on the website of the provider in which he offers the IoT solution;
- IoT solution: the IoT hardware and/or software solution of the provider that is offered by the provider in an advertisement;
- purchase agreement: the agreement between the buyer and the provider that is concluded via the website.
- These general conditions apply for all services that are offered on the website and apply on all agreements between IoE Traders and the user.
- Possible deviations of these general conditions are only valid if these have explicitly been agreed in writing or electronically.
- If one or more of the provisions in these general conditions are void or become invalid, the other provisions of these general conditions remain in force. In that case IoE Traders has the right the replace this by a reasonable provision for the user that approaches the void provision as much as possible.
- IoE Traders has the right to unilaterally adjust these general conditions and declare these applicable on the existing agreements. The user will be informed, where possible, about the major adjustments in the general conditions, at least month in advance.
- If IoE Traders not always demands the strict compliance with these general conditions it does not mean that the provisions thereof are not applicable, or that IoE Traders to some extent would lose the right to demand strict compliance with the provisions in other cases.
- It is not allowed to use the serviced in a way that could hinder other users or otherwise affect the proper functioning of the services. Plus, it is also not allowed to use sealed parts of the website via bypassing security measures or via the use of other than the own login details.
Blocking in case of abuse
- If the user violates the conditions for the use of the services, IoE Traders has the right to deny the user further access to the service without further notice of default and to remove the data of the user from the systems of IoE Traders, without prejudice to the other rights of IoE Traders.
- The services are not offered to consumers.
- The services provided by IoE Traders are clearly mentioned on the website. IoE Traders cannot be bound to apparent errors and/or spelling mistakes on the website. IoE Traders will provide the services to its best ability and as a diligent professional practitioner.
- For the services IoE Traders depends on the services of networks of third parties. IoE Broker is not liable for damage of whatever nature or for whatever reason, caused by services or networks of third parties.
- IoE Traders has the right to temporarily disable the service for maintenance purposes.
- IoE Traders can adjust any part of the website without notification.
Purchase agreement between the buyer and the provider
- The website is set up in such a way that the buyer with certain advertisements directly concludes a purchase agreement with the provider. In such case IoE Traders only provides the website and a payment system to the provider and the buyer with the purpose to conclude a purchase agreement between the provider and the buyer and to collect the payments for the provider.
Intellectual property rights
- Any intellectual property rights related to the website, the software and where it concerns data provided to the user by IoE Traders, belongs to IoE Traders or its licensors. The user is not allowed to multiply, disclose or copy such data.
- Complaints or questions about the services can be reported to the customer service of IoE Traders. The customer services of IoE Traders can be reached by:
- e-mail: [email protected]
- Complaints are handled by IoE Traders within 30 days. If it is not possible to handle a complain within the period of 30 days, the user will be informed about the duration of the delay.
Liability and expiry
- IoE Traders cannot guarantee the continuous availability of its services and for the correctness of all data that appears on the website. The website can contain technical errors or other errors. The website is offered in its current state and as such available, without any explicit or tacit guaranty of whatever nature.
- IoE Traders cannot be obliged to compensate any damage, that is a direct or indirect result of:
- an event, that is actually beyond its control and therefore cannot be attributed to its actions and/or failures, such as for example described in article 10 of these general conditions;
- any action or negligence of the users, his subordinates or other people, who are employed by or on behalf of the user.
- IoE Traders does no guarantee that the service is free of interferences. The user acknowledges that the service provision can be interrupted for various reasons. IoE Traders is not liable for damage that arises from the temporary disruption of the service.
- IoE Traders is not liable for damage, of whatever nature, because IoE Traders used incorrect and/or incomplete data provided by the user.
- IoE Traders cannot be held liable if unauthorised third parties use the login details of the user. If the user detects that an unauthorised third party uses his login details, he must inform IoE Traders about this as soon as possible.
- IoE Traders is never liable for indirect damage or consequential damage, including loss of profit, missed turnover, delay damage, employment costs, loss of data, reputation damage, missed savings and imposed fines.
- Claim rights and other authorities of the user, for whatever reason, towards IoE Traders will at least expire after 1 years when a fact occurs that the user can use to exercise these rights and/or authorities towards IoE Traders.
- Force majeure
- IoE Traders is not obliged to comply with one or more obligations under the agreement or to provide services if he is obstructed thereto as a result of force majeure. Force majeure includes, among others: a non-attributable failure of engaged third parties, the temporary or insufficient availability of hardware, software and/or internet or other telecommunication connections which are necessary for the provision of the services, weather influences, government measures, power failure, war, terrorism and riots, fire, theft, loss of data as a result of computer failure, virus infection or computer hacking by third parties, as well as any other situation that is beyond the (decisive) control of IoE Traders.
- IoE Traders is committed to protect the website against unauthorised use and loss of entered data. It is impossible to completely exclude any unauthorised use and any unwanted loss of data. IoE Traders does not accept any liability if, despite the taken measures, entered data is still affected, lost or used by unauthorised persons, unless there is intent or conscious negligence of IoE Traders.
Applicable law and authorised court
- All services provided by IoE Traders and the agreement between the user and IoE Traders are subject to Dutch law.
- All disputes between the user and IoE Traders will exclusively be settled by the authorised court in the Netherlands within whose jurisdiction IoE is established.
SPECIAL PROVISIONS FOR BUYERS
- The IoT solutions are offered for the providers and not by IoE Traders. IoE Traders is not the owner of the IoT solutions that are offered on the website.
- Apparent spelling mistakes and printing errors are not binding for the providers.
- During the order process the buyer registers himself at IoE Traders and creates an account.
- After successfully completing the registration, IoE Traders immediately sends a conformation of the registration to the buyer via e-mail.
- The buyer commits himself to provide his correct business name, contact person, address, e-mail address and other requested details during the order process.
- The buyer is always responsible for his account and his login details. The buyer must carefully keep his login details to himself and under no circumstance forward these login details to third parties.
- If the buyer acts in breach with these general conditions, laws and regulations, breaches the rights of third parties, acts unlawfully towards IoE Traders or does not comply or not properly comply with the purchase agreement, then the buyer is liable for all damage that IoE suffers because of this and IoE Traders has the right to deny the buyer access to the service and/or block the account of the user. The buyer will be informed about this via e-mail.
- After the purchase agreement has been concluded via the website, a confirmation is sent via e-mail. If the buyer has not received a confirmation e-mail, he must contact IoE Traders.
- The buyer is obliged to fully and correctly comply with the purchase agreement that he has concluded with the provider.
- The buyer cannot appeal to the right of withdrawal as the buyer is a company, there is a B2B purchase agreement and therefore the consumer right does not apply.
- The payment for the IoT solution goes through IoE Traders. The buyer concludes a payment agreement with IoE Traders via the website and not with the provider. IoE Traders receives, on behalf of the provider, the amounts that the buyer owes to the provider.
- Payment can be made in the following ways:
- via iDEAL;
- via a credit card.
- IoE Traders has taken appropriate security measures to ensure that the electronic payment via the website is secure.
- If the buyer has any questions and/or complaints regarding the payment agreement that he has concluded with IoE Traders, the buyer must contact IoE Traders.
- If the purchase agreement is dissolved and/or the buyer is entitled to restitution of (a part of) the paid price, for any other reason, the buyer must address the provider for this and not IoE Traders.
Position of IoE Traders
- IoE Traders is never liable for texts and/or pictures taken in the advertisement which are from the provider. If the description of the IoT solution in the advertisement does not correspond to the IoT solution that the provider actually provides, IoE Broker is not liable for this and the buyer must address the provider for this. If the buyer wants to be sure that the information about the offered IoT solution is correct and complete, the buyer must contact the relevant provider.
- At the request of the buyer IoE Broker can mediate with a conflict and/or complaint handling between the buyer and the provider, however IoE Traders is never obliged thereto. The fact that IoE Traders mediates between the buyer and the provider does not mean that IoE Traders can in any way be held responsible for the actions and/or negligence of the provider.
- With the conclusion of the purchase agreement between the buyer and the provider, the possible present general conditions of the provider will apply. These general conditions of IoE Traders are not part of the purchase agreement. This is a purchase agreement between the buyer and the provider.
- If the provider does not comply with the purchase agreement that he has concluded with the buyer, then this is a case between the buyer and the provider.
- IoE Traders is not in any way responsible for the behaviour, expressions, information provision etc. of the provider. If the provider does not comply or does not fully comply with the purchase agreement and/or acts in breach with the law, the buyer must hold the provider liable for this.
SPECIAL PROVISIONS FOR PROVIDERS
- IoE Traders is not bound to its offer if there are printing, setting or programming errors in his e-mail messages or on the website.
- All mentioned prices for the services of IoE Traders are exclusive vat.
- To be able to use the services the provider must register himself on the website. Registration on the website is free. After the provider has registered himself and IoE Traders has approved the advertisement of the provider, the provider receives login details that he can use to log in and get access to his account on the website.
- The provider can only register himself after he has ticked the box that he agrees with these general conditions.
- The provider commits himself to provide his correct company name, contact person, address, e-mail address and other requested data with the registration.
- The provider is always responsible for his account and login details.
- The provider must carefully keep his login details to himself and under no circumstances forward these to third parties.
- The provider is obliged, if adjustments in his details or circumstances occur, to immediately pass on these adjustments to IoE Traders via his account or via e-mail.
- If the provider acts in breach with these general conditions, the agreement, laws and regulations, breaches the rights of third parties, acts unlawfully towards IoE Traders or does not comply or not properly comply with the purchase agreement, the provider is liable for all damage that IoE Traders suffers because of this and IoE Traders has the right to block the account of the provider. The provider will be informed about this via e-mail.
Types of subscriptions
- After the registration the Bronze subscription comes into force. The Bronze subscription is free. With the Bronze subscription the basis company details of the provider are mentioned and the provider can place 1 advertisement on the website. With the Bronze subscription the potential buyer is not referred to the website of the provider.
- The content of the other types of subscriptions, for which a periodic fee is charged to the provider, are clearly described in the agreement and mentioned on the website.
- If the provider buys a Platinum subscription and IoE Traders performs offline sales activities on behalf of the provider then this is only an effort obligation and not a result obligation and IoE Traders cannot guarantee that the work activities lead to the result desired by the provider, such as a successful cooperation with a third party and/or more turnover and/or more name awareness.
Duration and termination
- The Bronze subscription is for an indefinite period and can be terminated by the provider at any moment via his account or the website.
- The duration of the subscriptions for which the provider pays, is 1 year.
- The subscription for a fixed period cannot be terminated interim.
- The subscription for a fixed period is automatically renewed after the duration has lapsed, unless the subscription is terminated conform article 21.5.
- The subscription for a fixed period can be terminated at the end of the duration with consideration of a notice period of 1 month.
Placing an advertisement
- The number of advertisements that the provider can place depends on the type of subscription that the provider has purchased at IoE Traders.
- The provider is obliged to truthfully describe the offered IoT solution. The information that he places in the advertisement, must be correct and cannot be misleading.
- The provider is obliged to immediately ensure that his advertisement is removed or adjusted as soon as his details change or if other changes have occurred.
- If the provider has provided such a bad performance or has performed other actions whereby the interests of third parties, like buyers, are compromised, IoE Traders can block the account of the provider and remove the advertisement from the website.
Obligations of the provider
- The provider declares to be authorised to offer the IoT soliton and that the sale or provision of the IoT solution is not in breach with the law or any rights of third parties.
- The provider mentions in the advertisement the price of the IoT solution. The provider is not allowed to state another price for the IoT solution via other online or offline sales channels, such as his own website, on websites of third parties or in brochures, then the price that is included in the advertisement.
- The provider will not distribute any information by using the website that:
- is in breach with the national and international legislation;
- is in breach with the good practices or with the spirit of actions and rules of conduct that apply on the internet;
- breaches the rights of third parties. It is explicitly not allowed to place an advertisement of which the content (or part thereof) breaches the intellectual property rights of a third party;
- can influence or obstruct the use of internet by others;
- can cause damage to, or can be offensive or discriminating to others, such as offensive, defamatory, aggressive, inciting or pornographic expressions.
- IoE Traders has the right to remove information from the website that does not comply with the purpose of the website.
- The provider is obliged to fully comply with the purchase agreement conform the agreements made with the buyer.
- If the provider receives complains of buyers and these complaints are related to the website, the provider will immediately inform IoE Traders about the content of these complaints.
Position of IoE Traders
- IoE Traders cannot be held responsible for the actions and/or negligence of the buyer.
- If the buyer does not comply with his obligations towards the provider, the provider must hold the buyer liable for this and not IoE Traders. IoE Traders is not a party with the purchase agreement between the provider and the buyer.
- The provider indemnifies IoE Traders for all claims of third parties, also including governments, that are related to the placement of his advertisement on the website. This indemnification means that the provider, at the request of IoE Traders, will, for his own account, take on the defence in any legal or other procedures in which IoE Traders is involved by third parties or will support these and that the provider will compensate all damage and costs that are related to such claims of third parties.
- The provider indemnified IoE Traders for claims of third parties regarding intellectual property rights on materials or data provided by the provider, that are used by the performance of the agreement.
Use of data of buyers
- The provider is only allowed to use (personal) data obtained via the website in view of the conclusion of a possible purchase agreement.
- Use for any other purpose is prohibited, including:
- Sending (unsolicited) e-mail(s), of which the content is of general or commercial nature;
- Collecting e-mail addresses.
- The provider must use the personal details received from the buyer conform the Data Protection Act.
Suspension and dissolution
- IoE Traders is authorised to suspend the performance of the agreement or to dissolve the agreement if the provider does not comply or not fully comply with the obligations from the agreement.
- Plus, IoE Traders is authorised to dissolve (have dissolved) the agreement if circumstance occur which are of such nature that compliance with the agreement is impossible or cannot be required anymore in terms of reasonableness and fairness or if other circumstances occur which are of such nature that unchanged continuation of the agreement cannot reasonably be expected.
- In case of liquidation, receivership (application thereto) or bankruptcy, seizure – insofar the seizure is not lifted within 3 months – at the expense of the provider, debt repayment scheme or any other circumstance whereby the provider no longer can dispose freely of his own capital, IoE Traders are free to directly dissolve the agreement with immediate effect, without any obligation from its side to pay any damage compensation.
- Dissolution by IoE Traders can be done in writing or by e-mail.
- If the agreement is dissolved, all advertisements of the provider are removed from the website and the account of the provider on the website is blocked.
- IoE Traders is not liable for any suffered damaged through the use of the services. If IoE Traders under circumstances cannot appeal to the abovementioned limitation of liability, the liability towards the providers will in any case be restricted to the monthly amount that the provider owes to IoE Traders for the use of the service.
- IoE Traders can never be held liable by the provider if the result arising from the provision of the services does not meet the expectations of the provider. IoE Traders does not guarantee that placing one or more advertisements leads to one or more purchase agreements.