General terms and conditions
PART I GENERAL PROVISION
Below are the general terms and conditions listed of HROffice. You can also download them here as a pdf file.
Article 1 – Definitions
These General Terms and Conditions include the following definitions:
1.1 Account: Customer-created profile with which HROffice can be accessed.
1.2 Customer: the legal entity or natural person acting in the exercise of a profession or business which purchases services from Adver-Online B.V.
1.3 General Conditions: these General Terms and Conditions.
1.4 Third party: a natural or legal person – other than Adver-Online – that directly offers services through HROffice, where acceptance of the offer by the Customer leads to a direct agreement between the third party and the Customer.
1.5 Services: the use of HROffice, with or without use of an Account, all services offered by or via HROffice by Adver-Online, all services through HROffice provided on the basis of an agreement by Adver-Online and/or services that Adver-Online provides as intended under these General Terms and Conditions.
1.6 Services offered by third parties: the services offered via HROffice by third parties, other than Adver-Online.
1.7 Agreement: the agreement between the Customer and Adver-Online in relation to the delivery of one or more service(s) offered by Adver-Online via HROffice. This also includes the acceptance of an offer made by Adver-Online via HROffice by a Customer.
1.8 Parties: Customer and Adver-Online together.
1.9 Personal data: all personal data as defined in the Data Protection Act, including all text, sound, imaging and picture files stored by, or on behalf of, the Customer through the use of HROffice (in/through the Services).
1:10 Adver-Online: Adver-Online B.V., insofar as it acts through the HROffice portal. These General Terms and Conditions shall not apply in the event Adver-Online does not trade via the HROffice portal, and the general terms and conditions of Adver-Online B.V., registered at the Chamber of Commerce in Amsterdam, shall apply instead.
1.11 HROffice: the portal provided by Adver-Online through the web address www.hrappstore.com, of which the Customer can make use and through which services can be offered and Agreements can be made. Terms in singular form also apply to the plural and vice versa.
Article 2 – Applicability
2.1 The General Terms and Conditions apply to all Services that are offered online by Adver-Online and all Agreements to which these have been declared applicable.
2.2 In case of conflicts, that which is stipulated in the Agreement shall take precedence over that which is stipulated in the General Terms and Conditions.
2.3 If Adver-Online or one of its associated third parties declares other general terms and conditions applicable to the Services, in case of conflict, that which is stipulated in these General Terms and Conditions is declared to apply, except to the extent that this is not specifically deviated from in a separate part of these General Terms and Conditions.
2.4 If a third party also declares other terms and conditions applicable with the Services provided by Third Parties applicable to the Services offered by Third Parties, in case of conflict, that which is stipulated in these General Terms and Conditions shall take precedence.
2.5 The applicability of possible purchasing or other (general) terms and conditions of the Customer is ruled out.
2.6 Through the use of Services, the Customer accepts the applicability of the General Terms and Conditions.
2.7 If one or more provisions of the General Terms and Conditions is voided or declared null and void, this shall have no effect on the validity of the other provisions of these General Terms and Conditions. Instead of a potentially invalid or unenforceable provision, a provision will apply between the Parties which is as far as possible in line with the spirit of the invalid or unenforceable provision.
2.8 The General Terms and Conditions shall also be deemed to apply to future legal relations concerning Services between the Parties, unless the General Terms and Conditions are changed. In that case, the most recent General Terms and Conditions shall apply.
2.9 Liabilities from these General Terms and Conditions and the Agreement concluded between the Parties which by their nature continue automatically after the end of the Agreement between the Parties shall survive the termination or cancellation of the Agreement.
Article 3 – Offers and deadlines
3.1 Any offer that is made by Adver-Online is without obligation, meaning that it can be revoked after acceptance.
3.2 Adver-Online cannot be held to an offer if the Customer could reasonably understand or should understand that the offer contained an obvious mistake or error.
3.3 Adver-Online will make every effort to observe indicated or agreed (delivery) times as much as possible. Solely exceeding a (delivery) deadline does not place Adver-Online in default. In all cases, hence, even if a deadline has been agreed expressly in writing, Adver-Online will only be in default due to delay after the Customer has provided Adver-Online with written notice, whereby Adver-Online has been given a reasonable period time to comply and Adver-Online has still not fulfilled its obligations within that period. Adver-Online is not bound to (delivery) periods that cannot be met due to circumstances beyond its control which have occurred after the conclusion of the Agreement. If any deadline threatens to be exceeded, Adver-Online and the Customer shall consult as rapidly as possible.
Article 4 – Information provision
4.1 The Customer is obliged to provide Adver-Online in a timely manner with all necessary data, documents and/or other information that may reasonably be important for the good execution of the Services. The Customer is responsible for the accuracy and completeness of provided data, documents and/or other information. Quotations, order confirmations, (draft) Agreements and similar documents made by Adver-Online and the actual implementation thereof and advice provided by or on behalf of Adver-Online are based on information provided by the Customer.
4.2 The Customer shall continuously inform Adver-Online about all developments (potentially) affecting the Services carried out by Adver-Online and all things connected therewith.
4.3 If the Customer provides incorrect and/or incomplete information, the Customer is fully liable for this. The Customer indemnifies Adver-Online with regard to possible claims from third parties that are the consequence of or are in some way related to incorrect information on their part.
4.4 The Customer and Adver-Online shall handle information provided by Parties confidentially, unless they are subject to a legal obligation to reveal said information or the provided information is of a general nature and is viewed as public information.
Article 5 – Information and availability
5.1 To the extent that Adver-Online does or does not provide information via HROffice, this exclusively involves examples or guidelines that cannot be guaranteed to be suitable for the objective that the Customer has in mind. Adver-Online does not assume any liability.
5.2 Adver-Online cannot be held liable for loss resulting from technical shortcomings, disruptions of access to HROffice and related (digital) services, or any harmful interference with the system or the software of the Customer. Neither can Adver-Online be held liable for loss caused by possible viruses or malware if this, despite precautionary measures being taken, should occur at HROffice and/or the Sites to which reference or a link is made within the AP Appstore.
Article 6 – Use of third parties
6.1 Part of the Services offered at HROffice are offered by Adver-Online but executed by third parties and part of the Services are offered and directly provided by Third Parties (the so-called ‘Services offered by Third Parties’. The Customer declares that they are aware of this and agree to it.
6.2 In case of Services offered by Third Parties as meant in (1) of this article, upon acceptance of an offer, the Customer enters into an agreement with the relevant third party.
6.3 With regard to Services offered by Third Parties (as mentioned in the above paragraph), no Agreement shall come about between Adver-Online and the Customer, but between the relevant Third Party and the Customer. Adver-Online is therefore not a party to the aforementioned agreement.
6.4 Adver-Online is not liable in any manner for any loss that the Customer may incur that is related to the (execution of) the agreement concerning Services offered by Third Parties.
6.5 The General Terms and Conditions only apply to the mediation role that Adver-Online applies at the establishment of the agreement concerning Services offered by Third Parties and not to the agreement between the Customer and the relevant Third Party.
6.6 In case of Services offered by Third Parties, the liability of Adver-Online toward the Customer and/or the Third Party, in addition to and taking precedence over that which is stipulated in such places as article 13 of the General Terms and Conditions, is in any case limited to the amount that Adver-Online can collect on the basis of their agreement with the relevant Third Party/Third Parties from the Third Party/Third Parties.
6.7 If Adver-Online provides Services in the name of or for Customers of the Customer, the Customer is obliged to also declare those General Terms and Conditions and possible other general terms and conditions applicable to their agreements with those clients.
6.8 If an Agreement is concluded between Adver-Online and the Customer that does not involve the Services provided by Third Parties, Adver-Online is authorised to use a third party in the execution of the Services. In that case, the third party may appeal directly to that which is stipulated in these General Terms and Conditions as regards the Customer, in addition to Adver-Online.
Article 7 – Forms of payment
The Customer owes Adver-Online compensation in accordance with that which is stated in the Agreement. The rates named in the Agreement are exclusive of VAT and incurred expenses, such as travel and accommodation costs. The Customer can derive no rights from rates utilised in the past.
Article 8 – Adaptation of rate
Adver-Online reserves the right to increase its rates in the interim as a consequence of, for example, increases to wages, charges or general costs, changes in the (social and/or fiscal) laws and regulations, CAO changes and/or other changes in the wages of the direct or indirect employees utilised by Adver-Online, or increases in the purchase price of products or services from third parties or changed market prices or other circumstances as a consequence of which it would not be fair toward Adver-Online if the rates were not to be adapted.
Article 9 – Invoicing and payment
9.1 The basic premise is that the payment for the Services is effected by the Customer in advance.
9.2 If what is concerned are Services for which payment may be made in arrears, this shall be clearly demonstrated in the offering at/of HROffice. Payment in arrears may also take place with regard to additional work. Adver-Online reserves the right to only deliver the purchased Service or commence this delivery in case of payment in arrears, for example where payment is made via Afterpay, after the Customer has paid the amount to Adver-Online that is payable with regard to the relevant Service.
9.3 If payment is being made with a credit card, Afterpay or iDeal, the general terms and conditions apply to the payment that the payer applies to the payment. Adver-Online does not accept any liability for loss resulting from defects in, or problems with the implementation of payment by, iDeal, Afterpay or credit card, in the broadest sense.
9.4 Payments in arrears must be made within 14 days after the invoice date. If the Customer does not effect payment within the payment deadline of 14 days, they are legally in default without the need for any summons or notice of default.
9.5 In the event of late payment, the Customer shall owe, commencing on the first day of default to the day of full payment, interest in arrears amounting to of 1% of the invoice amounts still open per calendar month, but at least equal to the statutory interest. A part of a month is counted as a full month. In addition, the Customer is then obliged, in addition to any costs of legal assistance that is necessarily incurred by Adver-Online, both judicially and extrajudicially, to pay 15% of the payable principle including interest to Adver-Online, with a minimum of € 40 due to extrajudicial collection costs, without compromise to the right of Adver-Online to claim a possibly higher amount in extrajudicial collection costs if Adver-Online is owed a higher amount of such costs.
9.6 Solely payments to Adver-Online or a third party specified in writing by Adver-Online serve as payment in discharge of an obligation. Payments to third parties or advance payments to third parties are binding and can never constitute grounds for debt redemption or settlement.
9.7 If the Customer has any objections to invoices issued by Adver-Online, this does not suspend the payment obligation of the Customer in respect of uncontested invoices. In addition, the Customer never has a right to suspend their payments with regard to a(n alleged) claim against Adver-Online by the former or a third party.
9.8 The payment obligations stemming from the Agreement, Services or these General Terms and Conditions are never eligible for compensation or set-off.
Article 10 – Intellectual property and licence
10.1 All rights of intellectual or industrial ownership of all software, websites, texts, databases, hardware or other materials developed or provided on the basis of the Services, as well as preparatory materials with regard to these, lie solely with Adver-Online or their licensors and in no case transfer to the Customer.
10.2 The Customer is granted a non-exclusive, non-transferable usage right for the use of HROffice.
10.3 Every use of HROffice or the matters and/or materials named in (1) in accordance with the Services, except for use on the basis of the usage rights mentioned in (1), for example the storage or reproduction of (part of) HROffice in another internet page or the placement of links, hyperlinks or deeplinks between HROffice and any other Internet page, is not authorised without the specific permission of Adver-Online.
10.4 The Services that Adver-Online offers may only be used for legal and legitimate purposes and in such a manner that no breach is perpetrated of the rights of third parties, including but not limited to the rights of intellectual property. The Customer indemnifies Adver-Online with regard to possible claims of third parties associated with the manner in which the Customer uses HROffice.
Article 11 – Use of HROffice and Services
11.1 The Customer shall create an account on the basis of a password and a username. The Customer themselves is responsible for the security and the confidentiality of their username and password.
11.2 Adver-Online has the right at all times to temporarily suspend HROffice and/or (a portion of) the services offered by HROffice in order to, for example, correct a fault, perform maintenance work or make adaptations. In the event of such a temporary suspension of service, Adver-Online is not liable for any loss that the Customer or a third party incurs and the Customer indemnifies Adver-Online in connection with third-party claims.
11.3 Adver-Online is authorised on the basis of its own substantiated reasons to deny the possibility of creating an account or to cancel an account.
Article 12 – Suspension and dissolution
12.1 If the Customer does not fulfil their obligations, does not fulfil them correctly or does not fulfil them on time in the context of the Agreement or the present General Terms and Conditions, or if the Customer doest not comply with a request of Adver-Online to provide a guarantee, as well as in the event of the bankruptcy or suspension of payments of the Customer, Adver-Online may partially or entirely suspend the fulfilment of their obligations or terminate the Agreement without a notice period, without the need for a notice of default or in any way becoming liable for damages.
Article 13 – Liability
13.1 Adver-Online is obliged to endeavour to perform the Services, the Agreement and/or other agreements properly. If and insofar as Adver-Online does not comply with this obligation, Adver-Online, taking into consideration that which is stated hereinafter in (2) and (3) and elsewhere in these General Terms and Conditions, the Agreement and/or other agreements, is obliged to compensate any resulting direct loss suffered by the Customer, as long as the Customer, as soon as possible but no later than 14 days after the occurrence or knowledge of said loss, submits a written complaint regarding the matter to Adver-Online, thereby demonstrating that said loss is the direct consequence of an imputable shortcoming on the part of Adver-Online
13.2 Adver-Online shall never in any case be held liable for indirect loss, including consequential loss, lost profits, lost savings, fines, reputational damage and loss due to business interruption.
13.3 Any liability attributable to Adver-Online that may potentially arise from these General Terms and Conditions, the Agreement and/or other agreements and/or liability stemming from law is limited to at most half of the amount already invoiced in the relevant year as provided in the Agreement concluded. The aforementioned liability shall, on the basis of the relevant Agreement concluded, never equal more than the amount to be invoiced over the three months preceding the event that caused the loss. The maximum amount to be paid out by Adver-Online will never be greater than €1,000 per event.
13.4 The Services provided by Adver-Online are only intended for use within the organisation of the Customer. The Customer indemnifies Adver-Online against all third party claims due to a defect in a Service to the extent that the Customer decides use the Services externally.
Article 14 – Force Majeure
14.1 In the event of force majeure on the part of Adver-Online, Adver-Online may suspend their obligations under these General Terms and Conditions, the Services and/or the Agreement and associated appendices, without being obliged to pay damages.
14.2 Force majeure is understood to mean any circumstance not attributable to Adver-Online, the responsibility of which does not legally accrue to Adver-Online, even if this could have been anticipated at the time of the conclusion of the agreement, and which makes fulfilment by Adver-Online of what has been agreed temporarily or permanently impossible. Force majeure is also understood to include fires, explosions, floods, failures of third parties (including suppliers or contractors of Adver-Online and/or third parties offering their services through the intermediary of Adver-Online directly to Customers), lack of personnel and/or strikes.
14.3 In the event of force majeure, Adver-Online retains entitlement to payment for work already completed.
Article 15 – Personal data
15.1 The Customer owns the personal data stored in/through the Services and is ‘liable’ within the meaning of the Data Protection Act in respect of this personal data. Adver-Online processes the Personal Data on behalf of the Customer and is therefore to be regarded as a ‘processor’ within the meaning of the Data Protection Act.
15.2 Adver-Online will ensure the proper and careful storage and management of the Personal Details of the Customer. Unless it is proven otherwise, Adver-Online is deemed to have fulfilled this obligation.
15.3 Adver-Online is entitled to call in third parties in the execution of its activities in this regard.
15.4 Adver-Online takes appropriate technical and organisational (security) measures to protect Personal Data against loss or any form of unlawful processing, in the broadest sense.
15.5 Adver-Online is obliged to maintain the confidentiality of the Personal Data, unless and to the extent that a legal provision obliges Adver-Online to disclose it, or disclosure shall be made on behalf of the Customer.
15.6 Once it has been detected, Adver-Online must report a data breach in HROffice, whereby it may be presumed that this will lead or has led to loss or unlawful processing of the Personal Data of the Customer, to the Customer’s contact person.
15.7 The Customer shall bear the risk in respect of damage or loss of Personal Data stored by Adver-Online or by third parties, unless the damage or loss is a shortcoming on the part of Adver-Online.
15.8 In the event the Customer so requests, Adver-Online shall at the end of the Agreement provide a copy of the Personal Data of the Customer in a format to be specified by Adver-Online. If such a request is not submitted in writing by the Customer to Adver-Online two months before the end of the Agreement at the latest, then it will be assumed that the Customer has no interest in this and Adver-Online will no longer be under obligation to provide a copy.
15.9 Adver-Online and its affiliates are entitled to anonymously use the Personal Data entered by the Customer through HROffice, for statistical purposes.
Article 16 – Applicable law/disputes
16.1 The Services, Agreements and the General Terms and Conditions are governed exclusively by Dutch law. Any disputes arising from or related to the Services, Agreements and/or these General Terms and Conditions shall be submitted exclusively to the competent court in Haarlem.