Algemene Voorwaarden / Terms and Conditions
Article 1 – Definitions
- Bolmotion: Yor-Service, established in Groningen, Chamber of Commerce no. 74381083.
- Customer: the party which Bolmotion has entered into an Agreement with.
- Parties: Bolmotion and Customer together.
- Digital Products: product research by performed by Bolmotion in the form of the ¨Deep Research Report¨ and/or the ¨Succes Report¨ as part of the ¨Product Succes Plan¨ (hereinafter referred to as the ¨Research Reports¨) as well as the AccountaBOL Dashboard, including any subscriptions, licenses, courses, coaching sessions, (video-)calls or any other digital products that Bolmotion may offer.
Article 2 – Applicability
- These terms and conditions (¨Terms and Conditions¨) are applicable to any Agreement between Bolmotion and Customer. An Agreement is closed when Customer orders a Digital Product by completing an application form as described in article 3.1, 4.1 and 5.1. An Agreement is also closed when a Customer states to Bolmotion in any other way to order a Digital Product.
- Other than the details that are given in the application form, all figures that are given on the website or by Bolmotion in any other way are indicative and approximate figures only.
- Parties can only deviate from these Terms and Conditions after having explicitly agreed upon such a deviation in writing.
- Parties expressly exclude the applicability of any terms and conditions of Customer or any third parties.
Article 3 – The AccountaBOL Dashboard
- Customer gains access to the AccountaBOL Dashboard after completing the application form on the website of Bolmotion and making the first payment of the subscription.
- Bolmotion offers annual and monthly subscriptions to the AccountaBOL Dashboard.
- The annual subscription to the AccountaBOL Dashboard is paid annually. The annual subscription is automatically renewed after one year with a new term of one year, unless terminated by Customer 30 days before the expiration of the current subscription.
- The monthly subscription to the AccountaBOL Dashboard is paid monthly. The monthly subscription is automatically renewed each month with a new term of one month, unless terminated by Customer 30 days before the expiration of the current subscription.
- The subscriptions as stated in the previous paragraphs need to be paid through Plug&Pay.
- In the event that the subscription is not paid before the end of the foregoing month or year, depending on the duration of the subscription. Bolmotion has the right to suspend Customer´s access to the AccountaBOL Dashboard until such payment has been made.
- Any discounts or free subscription periods do not affect the validity of the previous provisions of this article.
Article 4 – The Deep Research Report (“Deep-Research Rapport”in Dutch)
- Customer is responsible for correctly completing the application for the Deep Research Report via “https://bolmotion.nl/aanmelden”.
- After filling in the application form, Customer will perform its own pre-research about the products that it wants to sell via the Bolmotion pre-research model.
- After completing the pre-research model as stated in paragraph 2, the Deep Research Report needs to be fully paid on the website of Bolmotion through Plug&Pay. The terms and conditions of Plug&Pay are applicable to such a payment, these can be found here: https://plugandpay.nl/algemene-voorwaarden.
- After a complete payment has been made in accordance with paragraph 3, Bolmotion shall do its utmost to deliver the Deep Research Report within “14 days” (10 working days).
Article 5 – The Product Success-Plan (“Product Succesplan” in Dutch)
- Customer is responsible for correctly completing the application for the Product Success-Plan via “https://bolmotion.nl/aanmelden”.
- Based on pre-research, Bolmotion shall discuss several research results for product suggestions with the Customer. Bolmotion strives to provide Customer with product suggestions within 90 days from the date of completion of the application form.
- Customer shall select the amount of preferred product suggestions as well as the product(s) that it wants to sell and make an upfront payment for the Product Success-Plan via Plug & Pay.
- After the payment as described in paragraph 3, Bolmotion shall do its utmost to deliver the Success Report for the product(s) Customer has chosen within 14 days.
- Within the first quarter after the delivery Bolmotion will offer 30 additional minutes to enable Customer to successfully purchase the product(s).
- Within the first 120 days after the upfront payment, Customer won’t be charged for the monthly subscription costs.
- When purchasing multiple Product Success-Plans, the delivery time of 14 days per Report as stated in the previous paragraph will be multiplied by the number of Success Reports.
- After the Product Success-Plan has been paid by Customer, a subscription shall start that gives the right to use the Success Report, including:
- the guarantee that a similar product report will not be offered by Bolmotion more than once to every 100 sellers in the same product niche on bol.com.
- services to enable Customer to successfully sell the product(s), which consist of 30 minutes of advice per report per quarter, in the form of conversion enhancing listing tips, title improvement, one on one sessions after consultation, branding tips and other revenue increasing activities.
- The subscription as described in the previous paragraph and has a minimum term of 12 months. The height of the upfront payment as well as the monthly fee will be determined on Plug&Pay. The amount that has been paid upfront by Customer gives Customer the first 4 months of the subscription free of charge.
- During the aforementioned period of 12 months the Agreement can only be terminated if the Parties mutually agree that the Product Success-Plan is no longer profitable or feasible.
- If Customer terminates the Agreement before the end of the term of 12 months, the Customer will be charged a fee of €395 in total.
- After this period of 12 months, the Agreement continues automatically unless it is terminated in writing by either of the Parties at least 30 days before the end of the Agreement.
- Termination of the Agreement as stated in paragraph 6 means that:
- Customer is no longer allowed to use the Bolmotion´s Success Report; nor any applications related to this product-plan.
- The services as described in paragraph 6 end.
- Customer shall purchase the Product Success-Plan under the conditions of this article for any products that were discussed between the Parties in the pre-research phase as described in paragraph 2 that Customer wants to sell, whether directly after the pre-research phase or at any other moment during a period of 24 months thereafter.
- In the event that Customer sells such a product without having purchased the concerned Product Success-Plan Bolmotion is allowed to charge Customer for such Product Success-Plan.
Article 6 – Prices and payment terms
- All prices quoted by Bolmotion are in Euros exclusive of VAT and will be charged including VAT upon payment.
- Bolmotion is entitled to adjust the prices for its Digital Products as shown on its website or otherwise stated by Bolmotion at any time. During the term of any Agreement Bolmotion shall raise its prices in accordance with article 20 of these Terms and Conditions.
- The payment terms that are stated in these Terms and Conditions or as otherwise given by Bolmotion are fatal payment terms. This means that if Customer has not paid the full agreed amount before the end of the payment term, the Customer will be in default, without Bolmotion having to send Customer any reminder or notification of such default.
- Bolmotion reserves the right to make the delivery of the Digital Product conditional upon immediate payment or to require additional payment assurances in order to ensure that the Digital Product will be fully paid.
- All fees that are paid by Customer are non-refundable. Customer does not have right to settle any payment obligation to Bolmotion with any claim it may have on Bolmotion.
Article 7 – Performance of the Agreement
- Bolmotion will perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
- The Agreement consists only of best-effort obligations of Bolmotion.
- Apart from any guarantee that is specifically stated in these Terms and Conditions or otherwise agreed upon between the Parties, Bolmotion does not guarantee any result or success as a consequence of Customer using the Digital Products.
- Bolmotion will do its utmost to deliver the Research Report within 14 days after Customer made the payments as stated in article 3, 4 and 5. This is not a fatal term and a best-effort obligation of Bolmotion only.
- In the event that Bolmotion cannot start the performance of the Agreement because Customer has not supplied all the information Bolmotion requires in time, this may result in a delay of delivery of the Digital Product for which Bolmotion is not responsible.
- In the event that Bolmotion is unable to deliver the agreed upon Digital Product, Bolmotion shall contact Customer and try find a solution that is satisfactorily for both Parties. If that Customer does not agree with such a solution, Bolmotion shall refund Customer any payments that have already been made for the Digital Product.
- Bolmotion may subcontract the complete or part of the performance of the Digital Products to third parties.
Article 8 – Complaints
- It is the responsibility of the Customer to examine the Digital Product for possible shortcomings as soon as possible after having received it.
- Customer shall inform Bolmotion in writing of any shortcomings with the Digital Product within 14 days after having received it.
- In such a notification Customer shall give a detailed description of the shortcomings as well as demonstrate that the complaint relates to Digital Product and the Agreement between the Parties, so that Bolmotion is able to respond adequately.
- If the Digital Product has shortcomings, Bolmotion shall, correct the shortcomings, replace the Digital Product or (partially) refund any payments that Customers has already made, at the discretion of Bolmotion.
Article 9 – Liability and indemnity
- Even though Bolmotion strives to provide Customer with great product advice, Bolmotion is not responsible or liable for any consequences thereof, relating to the sale of the concerned products or any other actions that Customer takes based on such advice.
- In no event shall Bolmotion be liable to Customer for any losses, damages or expenses suffered or incurred by Customer arising from or related to the Agreement, except for liability arising out of gross negligence or willful misconduct.
- In all cases where Bolmotion is liable towards Customer for any damages or losses, Bolmotion´s aggregate, cumulative liability is limited to the invoiced amount that have actually been paid for the concerned Digital Product(s) a foregoing period of 12 months.
- In no event shall Bolmotion be liable for any indirect, incidental or consequential loss or damages, such as lost profit, lost investments, lost savings or loss of reputation, howsoever and whatsoever arising under or in connection with the Agreement.
- Customer shall indemnify, defend and hold harmless Bolmotion against all third-party claims that are related to any Digital Products supplied by Bolmotion.
Article 10 – Intellectual property
- Bolmotion owns and retains all intellectual property rights (including copyright, patent rights, trademark rights, design and design rights, etc) on all designs, drawings, writings, data, data carriers and all other information, quotations, images of, in or relating to the Digital Products.
- Customer may not copy or modify the Digital Product and any intellectual property rights contained within the Digital Product, nor show it to third parties and/or make it available or use them in any other way then as intended in the Agreement and/or the Terms and Conditions without prior written permission from Bolmotion.
Article 11 – Confidentiality
- The Parties keep any information they receive (in whatever form) from the other Party confidential. The receiving Party shall treat the disclosing Party’s information with at least the same degree of care as it would use in respect of its own information of similar importance, but in any event a reasonable level of care. In particular, the receiving Party shall not disclose, publish, disseminate or make accessible the disclosing Party’s information, in whole or in part, in any way or form, to third parties other than to its employees or employees of partners on a need-to-know basis and to the extent necessary for the purpose of this Agreement.
- The same applies to all other information concerning Bolmotion of which Customer knows or can reasonably suspect that it is secret or confidential, or of which it can expect that its disclosure may cause damage to Bolmotion.
- The restrictions and obligations in this clause shall not apply to the disclosing Party’s information, which:
- is or has become generally available to the public other than as a result of a disclosure by the receiving Party;
- was received by the receiving Party from a third party and not indirectly from the disclosing Party in violation of any obligation of secrecy or non-use;
- was in the possession of the receiving Party prior to disclosure or is developed independent from such confidential information, as is shown by competent evidence; or
- is required to be disclosed by virtue of a court order or statutory duty.
- The confidentiality obligation described in this article applies for the duration of the Agreement and for a period of 5 years after the end thereof.
Article 12 – Penalties
- In the event that Customer violates the provisions of article 5 paragraph 11 (non-purchase of Product Success-Plan), Customer forfeits an immediately due and payable fine of 3.500 Euro to Bolmotion for each violation and additionally 5% of the aforementioned amount for each day that such violation continues, up to a maximum of 7.500 Euros per violation.
- In the event that Customer violates any provisions of article 10 (Intellectual property) or 11 (Confidentiality) Customer forfeits an immediately due and payable fine of 15.000 Euro to Bolmotion for each violation and additionally an amount of 5% of the aforementioned amount for each day that such violation continues, up to a maximum of 35.000 Euro per violation.
- No actual damages, prior notice or default or legal proceedings are required in forfeiting the fines referred to in this article.
- The forfeiture of the fines referred to in this article shall not affect any other rights that Bolmotion may have including but not limited to the right to claim compensation in addition to the fine.
Article 13 – Duration and termination
- The Agreement shall come into effect on the date that the order form is completed as stated in paragraph 3.1, 4.1 and 5.1 and it shall remain in effect until the obligations of these Terms and Conditions have been fulfilled.
- Both Parties may terminate this Agreement at any time for a material or persistent breach by the other Party. Where such breach is capable of being remedied, a Party may only terminate if the breaching Party has not remedied such breach within 30 days after giving a written notice of such breach.
- The provisions of article 10 (Intellectual Property), 11 (Confidentiality), 12 (Penalties) and Article 14 (Liability and indemnity), and any other provisions which by their nature are intended to survive, shall survive termination of the Agreement.
Article 14 – Force majeure
- Any delay or non-performance of Bolmotion caused by conditions beyond its reasonable control, including, without limitation, strike, labor shortage or disturbance, accident, war or civil disturbance, fire, flood, epidemic, unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, bad weather conditions and work stoppages, shall not constitute a breach of the Agreement and the time for performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.
- In the event that a force majeure situation as described in paragraph 1 has lasted more than 30 calendar days, both Parties are allowed to terminate the Agreement with regard to the affected Digital Product in writing.
Article 15 – Data Protection
- Bolmotion will collect and process Customer personal data in accordance with applicable data protection laws and regulations.
- Bolmotion will implement appropriate technical and organizational measures to protect Customer personal data from unauthorized access or loss.
- In case of a data breach, Bolmotion will send an official report to the Autoriteit Persoonsgegevens within 72 hours of the event and will notify all Customers.
Article 16 – Subcontracting or transfer of rights
- Customer is not allowed to subcontract or transfer any of its rights arising from any part of the Agreement to third parties without the prior written consent of Bolmotion.
Article 17 – Waiver of rights
- A failure by Bolmotion to enforce a provision of the Agreement or these Terms and Conditions will not constitute a waiver of any right to future enforcement of that or any other provision.
Article 18 – Unenforceable, invalid or illegal terms
- If one or more provisions of the Agreement or these Terms and Conditions are unenforceable, invalid or illegal, the other terms shall remain in force.
- Any provision that is unenforceable, invalid or illegal shall be replaced by a provision that is enforceable, valid and legal and comes closest to the intent behind that provision.
Article 19 – Changes in Terms and Conditions
- Bolmotion is at all times entitled to amend these Terms and Conditions.
- Bolmotion shall do its utmost to notify Customer in advance of any substantial changes to the Terms and Conditions.
- Customer is entitled to terminate the Agreement in the event of a substantial change to the Terms and Conditions.
Article 20 – Applicable law and competent court
- These Terms and Conditions and the Agreement shall be exclusively governed by Dutch law.
- Any dispute arising out of or relating to these Terms and Conditions or the Agreement shall be exclusively submitted to the competent court in Groningen, The Netherlands.
~ Drawn up on 1 February 2023