Terms and conditions

1. Definitions

In the general terms and conditions, the following terms have the following meaning:

Apostle: Apostle B.V., located at Keizersgracht 391A 1016 EJ Amsterdam and Raadhuislaan 4, 5341 GM Oss, is registered with the Chamber of Commerce under number 57449104, with VAT identification number NL852584362B01 and telephone number 0858769435;

Apostle Social media platform: the Apostle social media automation platform that is available online SOCIAL MEDIA PLATFORM solution) as well as social media platform for use on mobile devices (apps), which Apostle has developed for managing social media such as Facebook, LinkedIn, Instagram and Twitter;

Services: all services provided by Apostle to the customer in relation to (the use of) the Apostle social media platform and social media;

User: The person designated by the Customer who is entitled to work with the Apostle Social media platform;

Customer: the (legal) person who has instructed Apostle to provide the Services, not being a consumer;

Agreement: all agreements between the Customer and Apostle, including all changes and additions thereto with regard to the provision of Services by Apostle;

Parties: Customer and Apostle;

Conditions: these general conditions, which are deposited with the Chamber of Commerce under number 57449104 and can also be downloaded on the website www.apostlesocial.com;
definitions have the same meaning in the singular and plural, unless explicit otherwise specified.

2. Applicability

  1. These Terms and Conditions apply to all quotes and offers from Apostle, as well as all agreements, conditions of use and legal consequences arising from the above, unless parties expressly agree otherwise.
  2. The applicability of (purchase) conditions of the Customer is explicitly excluded.
  3. If any provision of these Terms and Conditions is invalid or is invalidated, the remaining provisions will of these Terms and Conditions remain in full force and Apostle and the Customer will collaborate in order to agree on new provisions replacing the invalid or annulled provisions where possible and where with the purpose and purport of the void or destroyed provision must be observed.
  4. Apostle is entitled to adjust these Terms and Conditions at any time. The most recent version of the conditions always applies. Such a change takes effect fourteen (14) days after the date of dispatch to the Client of the amended Terms and Conditions. If the Client within these fourteen (14) days in writing objects to the change, the original conditions remain applicable.
  5. In the event of a conflict between these Terms and Conditions and the provisions of the Agreement, it will prevail stipulated in the agreement.
  6. The Agreement between the parties may consist of several documents. In principle, these documents apply in addition to each other. In the event of contradictions, however, the order of precedence set out below shall always apply, whereby the document referred to earlier shall take precedence over the document referred to later:
    a. the processing agreement
    b. the proposal of Apostle
    c. these Terms and Conditions

3. Offers and formation of Agreements

  1. All offers and quotations by Apostle are entirely without obligation and not binding, unless explicitly stated indicated otherwise.
  2. All offers and quotations remain valid for 14 days, unless explicitly stated otherwise.
  3. The Customer is responsible for the accuracy and completeness of the information on which Apostle makes its offer or quotation.
  4. Apostle cannot reasonably be held liable for apparent errors and / or writing errors offers, quotations and Agreements.
  5. The Agreement only includes the activities that are in the written offer / Agreement to be described, including all changes that have subsequently been agreed in writing.
  6. An Agreement only comes into being after Apostle has accepted it and the Client has been notified to this.
  7. Apostle is at all times entitled to (partially) refuse an order or order without further explanation without being liable in any way for any damage, for example if Apostle has an indication or a suspicion that the Customer is not fulfilling his (payment) obligations by virtue of this of the Agreement.

4. Implementation

  1. Apostle will make every effort to execute the Agreement with care, where appropriate in accordance with the agreements and procedures recorded in writing with the Customer. All activities of Apostle are performed on the basis of a best efforts obligation, unless and insofar as Apostle has explicitly promised a result in the written Assignment and the result in question has also been described with sufficient certainty. The Client acknowledges that the result of the Services and the achievement of agreed deadlines partly depend on the information and cooperation of the Client. The employees to be deployed by the Customer must have sufficient knowledge and expertise.
  2. If it has been agreed that the Services will take place in phases, Apostle is entitled to postpone the commencement of the Services that belong to a phase until the Customer has approved the results of the preceding phase in writing.
  3. Unless otherwise agreed in writing, the Services will only be provided by Apostle on the usual working days and times of Apostle.
  4. The Customer is required to follow reasonable advice and instructions of Apostle.
  5. If the data, information, wishes and / or requirements necessary for the implementation of the Agreement are not available, not available on time and / or not in accordance with Apostle in a timely manner, or if the Customer does not fulfill his obligations in any other way, Apostle is entitled to Terminate, terminate or suspend execution of work. The costs incurred as a result of this in accordance with Apostle’s usual rates will be borne by the Client, without prejudice to all other rights accruing to Apostle by law. Apostle does not accept any liability in the aforementioned cases.
  6. In the event of a dispute about the performance of the Services, the burden of proof that the Services and the results of Apostle’s services do not comply with what has been agreed in writing or to what can be expected from a reasonably acting and competent service provider is fully with the customer, without prejudice to Apostle’s right to provide proof to the contrary by any means.
  7. The customer is obliged to follow all reasonable advice and instructions of Apostle.
  8. Apostle reserves the right to use third parties for the work at any time if a good execution of the work requires this. The applicability of article 7: 404 of the Dutch civil code (Civilian Code) is hereby expressly excluded.
  9. Apostle will carefully select any third parties and only engage them if this is necessary. Apostle is not liable for any damage caused by the third party.

5. Acceptation test

  1. If this has been agreed or follows from the nature of the Services, the Customer may subject (the results of) the Services to an acceptance test. The Customer will carry out the acceptance test in accordance with the provisions of this article.
  2. Parties will, prior to the execution of the Agreement, lay down in writing record which requirements the Services must meet. Apostle will then execute the Agreement and deliver the Services to the Customer.
  3. The Customer shall perform an acceptance test and approve or reject the Services in writing within 14 days of delivery by Apostle. If the Customer does not reject the Services within this period, or if the Customer puts the Services into operational use, they shall be deemed to have been accepted. The Customer must give sufficient reasons for any The Customer must provide sufficient justification for any rejection, so that Apostle has the opportunity to remedy any remedy any defects

6. Prices / Payments

  1. Unless agreed otherwise, the payment period for invoices is 14 days. All prices are in euros and excluding VAT and other taxes and / or levies, unless stated otherwise.
  2. Apostle is at all times entitled to demand full or partial (prior) payment, whether or not by means of direct debit, regardless of any previously made payment agreements, or to demand replacement security with regard to the delivery of Services at a time and manner to free choice of Apostle, and to suspend all its obligations under the Agreement, until it has received payment or replacement security, without being liable for any damage.
  3. Apostle reserves the right at all times to adjust the prices of the Products on the basis of the consumer price index of the Dutch Central Bureau of Statistics (CBS). If cost-increasing taxes, levies or import duties are introduced or amended by any government measure, or government measures take place after the conclusion of the Agreement, whereby the cost price of the services to be provided by Apostle is increased, then Apostle is entitled to pass on these costs to the Customer, even if it has been agreed that the price will be fixed. Apostle will immediately inform the Customer of this.
  4. If the Client fails to fulfill any obligation, the Client will immediately be in default, as well as interest on the outstanding amount of 1.25% per month, without any summons or notice of default being required. The Client owes Apostle the costs, both in and out of court, with regard to the collection of all that the Client owes Apostle. The extrajudicial collection costs amount to 15% of the amount due with a minimum of EUR 250 (two hundred and fifty euros).
  5. Apostle is entitled to first deduct payments from the (extrajudicial) costs, then from the interest due and then from the principal sum.
  6. When Apostle purchases advertising budget for the customer, 15% administration costs of the total costs will be charged.
  7. Apostle will charge travel costs if it is required to work on the customer location or locations that the customer requests, if the distance between Apostle and the location is more than 50 KM, calculated from Raadshuislaan 4 in Oss.
  8. Monthly on day 1, the customer receives the invoice for the current month.

7. Duration of the Agreement

  1. Agreement between Apostle and the Customer is entered into for the period as described in the Agreement. The Agreement can be terminated subject to a cancellation period of one month prior to the end of the original or extended term. If no written cancellation has taken place the Agreement is automatically extended for the original contract duration. If no contract duration is specified, the Agreement has been entered into a period of at least one year.
  2. The Agreement starts at the time the Parties have agreed. If no effective date is agreed, the Agreement commences at the time Apostle implements the Services.
  3. If during the execution of the Agreement it appears that for a proper implementation thereof it is necessary to change or supplement the Agreement, the Parties will proceed to adjust the Agreement in a timely manner and in mutual consultation.
  4. Amendments to, additions to and / or extension of the Agreement are only binding, insofar as the Parties have agreed this in writing. Costs resulting from this will be borne by the Customer. Work, performances, or deliveries by the Contracting Party to Apostle will be reimbursed in accordance with the usual rates of Apostle.

8. Early termination

  1. Apostle is entitled, without prior notice of default and without being liable in any way for damage or costs, and without renouncing any other right, to suspend its obligations or to (partially) terminate the Agreement or terminate it prematurely if : a) the Customer does not meet his (payment) obligations; b) there is a (potential) bankruptcy of the Customer; c) the Client has applied for, or intends to apply for, a moratorium on payments; d) the Client can no longer freely dispose of (liquid) funds due to, for example, seizure; e) the Client is dissolved or intends to dissolve; f) the ownership of the Customer is transferred to a third party or the third party has acquired any control; g) circumstances arise that are of such a nature that compliance with the obligations by Apostle cannot reasonably be required.
  2. If the aforementioned cases occur, the claims of Apostle on the Client are immediately and fully claimable.
  3. Rights and obligations from the Agreement that by their nature and content are intended to continue, remain in full force after termination or termination of the Agreement.

9. Warranty

  1. Apostle will make every effort to ensure that the Customer can use the Apostle Social media automation platform at all times. Apostle cannot guarantee that the Apostle Social media automation platform will always function flawlessly and without any interruption, but will, after notification by the Customer, attempt to repair the defect that has arisen within a reasonable period of time.
  2. All advice given by Apostle is given in good faith, but no guarantee can be given in respect thereof.

10. Accounts en toegang/gebruik Apostle platform

  1. In order to use the Apostle platform, an account is required. Apostle
    will provide the Customer with access to one or more User or Administrator accounts after the conclusion of the Agreement, with which the Customer will be able to set up additional accounts for Users or administrators, with which the Customer can create additional accounts for Users.
  2. Accounts are personal and may not be shared by multiple
    Users. The Customer is required to create a separate account for each User. for each User.
  3. The Customer and Users are obliged to keep login details strictly confidential. Apostle may assume that actions performed through an account occur under the direction and supervision of the Customer.
  4. If the login details for an account are lost or leaked, the Customer must
    immediately take all measures necessary to prevent misuse of the account. prevent misuse of the account. In any case, the Customer shall immediately change the password. The Customer shall also
    immediately notify Apostle, so that additional measures can be taken if necessary. Measures can be taken.
  5. The Apostle platform is only accessible via the Internet. In order to be able to use the Apostle platform, the Customer must have a working
    Internet connection. Apostle is entitled to set requirements to the (configuration of the) equipment, which are necessary for the use of the Apostle platform. The Customer is obliged. The Customer is obliged to set up the equipment or to adapt it at any time to meet Apostle's requirements. Apostle's requirements, failing which Apostle shall be entitled to suspend its obligations, without prejudice to its right to claim obligations, without prejudice to the Customer's obligation to continue to meet its payment obligations. Apostle's requirements are relevant when using the social media automation platform through internet browsers, mobile apparatuur IOS or Android are at https://www.apostlesocial.com/nl/.

11. Updates and maintenance

  1. During the term of the Agreement, Apostle will perform maintenance on the Apostle platform and implement modifications and enhancements to the Apostle platform automatically. Suggestions and feedback from the Customer are welcome, but Apostle will ultimately decide which functionality will be added or changed.
  2. Maintenance that affects the availability of the Apostle platform will be announced in advance and, where possible, will be performed when Apostle platform usage is low on average. However, emergency maintenance may be performed at any time and without prior notice.
  3. Where possible, the Customer is required to report problems with the Apostle platform to Apostle immediately and to provide Apostle with information necessary to enable the rectification of errors.
  4. Apostle will announce changes to the Apostle platform at least 14 days in advance notice. Minor changes that, in Apostle's opinion, do not meaningfully affect the functionality of the Apostle platform will be implemented without prior notice.
  5. In case of questions regarding the Apostle platform or the Services, the Customer can contact Apostle's helpdesk or look in the FAQ on the website. Apostle's helpdesk can be reached by chat, email and telephone on business days between 09:00 and 17:00 (Dutch time). Current contact information can be found on the Apostle website.
  6. Apostle strives to resolve helpdesk requests within a reasonable period of time. The time required for responding to reports and resolving reports may vary.

12. Availability

  1. The availability and maintenance of the Services is always on a "best effort" basis and subject to the provisions of this article.
  2. Apostle will make every effort to keep the Services available as much as possible, but cannot guarantee uninterrupted availability. Apostle has the right to take the Services out of use temporarily for the purposes of
    maintenance activities.
  3. If any hindrance, damage or other danger occurs or threatens to occur to the functioning of the computer systems or network of Apostle or third parties, for example due to excessive sending, uploading or downloading of data, network attacks, poorly secured systems, or activities of viruses or other harmful software, Apostle is entitled to take all measures it reasonably considers necessary to avert or prevent this danger. Apostle will notify the Customer as soon as possible.

13. Force majeure

  1. Apostle will not be required to fulfill its obligations under the
    Agreement, if it is unable to perform due to circumstances.
  2. Force majeure includes, but is not limited to, strikes, non-delivery, incomplete delivery and/or delayed delivery by suppliers, war and danger of war, terrorism, import and export bans, epidemics, traffic disruptions, loss or damage during transport, fire, theft, disruptions in the supply of energy and communication connections.
  3. In the event of force majeure, Apostle may suspend performance of the Agreement for as long as the situation continues. If the force majeure situation lasts longer than 3 calendar months, Apostle shall be entitled to terminate the Agreement in writing with immediate effect, without any obligation on its part. terminate the Agreement in writing with immediate effect, without any obligation to pay damages to the other Party.

14. Liability and indemnity

  1. Apostle’s liability for indirect damage, including consequential damage, lost profit, lost savings, loss of files and / or data, claims of third parties against the Customer and damage due to business interruption and deflating operations is excluded at all times.
  2. Apostle’s liability for attributable failure to comply with the Agreement is limited to compensation for direct damage to a maximum of the amount paid on the basis of the Agreement, unless the insurance pays out a higher amount.
  3. A condition for the existence of any right to compensation is always that the Customer gives Apostle written notice of default and gives Apostle a reasonable period for compliance.
  4. Apostle will only be liable if the Customer notifies Apostle in writing of the damage within 30 days after the damage has occurred.
  5. The use of the Apostle Social media automation platform is at your own risk. Since Apostle has no influence on the social media managed by the Apostle Social media automation platform and content that is placed, Apostle is never liable for any (adverse) consequences of managing or using these social media. The Client indemnifies Apostle and compensates it for claims from third parties arising from the use of social media through the Apostle Social media automation platform.

15. Intellectual Property Rights

  1. Nothing in the Agreement between the parties can be considered as a transfer of (intellectual) property rights to the Customer. All rights of intellectual and industrial property on the Apostle Social media automation platform or other materials such as analyzes, models, techniques, designs, documentation, reports, quotations, training materials, as well as preparatory material thereof, rest exclusively with Apostle. The Customer only obtains the rights of use and powers that are granted under these Terms and Conditions or that are otherwise expressly granted for the duration of the Agreement.
  2. Without the prior written permission of Apostle, the social media automation platform or documentation made available to the Customer may not be disclosed, reproduced, transferred, alienated or given on loan to third parties or any limited rights may be vested in it.
  3. The Client may not make the Apostle Social media automation platform available to third parties, sell it, rent it out, decompile it, submit it to reverse engineering or adjust it without prior permission from Apostle, except to the extent permitted by law.

16. Privacy and confidentiality

  1. See Privacy Policy.

17. Right of use and conditions of use

  1. Apostle grants the Client the non-exclusive and non-transferable right to use the Apostle Social media automation platform strictly for its own use within the Client’s or its Customers company for the number of Users agreed with Apostle during the term of the Agreement. All Users are designated by the Customer and registered by Apostle. Making the Apostle Social media automation platform available to third parties, including subsidiary or group companies, is not permitted without prior written permission from Apostle.
  2. The right of use is limited to using the Apostle Social media automation platform for managing the marketing activities on the internet in the field of social media. Use certainly does not include: making changes to the Apostle Social media automation platform and / or integrating into another social media automation platform program and / or (partially) copying or simulating the program code of the Apostle Social media automation platform, etc., all this in whatever way and to the extent that it is in accordance with the law.
  3. The Apostle Social media automation platform may not be used for, among other things, sending SPAM (= unwanted electronic mail). The Customer takes care of it and guarantees that her users will not violate this provision and indemnifies Apostle for all third-party claims arising therefrom.
  4. The Client will refrain from all acts that violate applicable laws and regulations, good morals or that infringe the rights of third parties.
  5. In addition to the above, Apostle’s terms of use apply to the use of the Apostle Social media automation platform. The Client guarantees and warrants that both he and all Users of the Apostle Social media automation platform are familiar with these terms of use and that they will always and fully comply with them. Apostle is entitled to change these terms of use at any time. Apostle will make the modified version immediately available to the Users via the Apostle website and inform the Customer thereof.

18. Service level agreement

  1. If the Parties make further agreements about the level of service, a further written agreement will be drawn up for that.
  2. The Customer is not entitled to transfer any rights arising from the Agreement to third parties without prior written permission from Apostle. The Client irrevocably gives Apostle the right in advance to transfer all or part of the rights arising from the Agreement to third parties.

19. Other

  1. The Customer is not entitled to transfer any rights arising from the Agreement to third parties without prior written permission from Apostle. The Client irrevocably gives Apostle the right in advance to transfer all or part of the rights arising from the Agreement to third parties.

20. Applicable law and disputes

  1. These Terms and all Agreements and agreements arising therefrom between Apostle and the Client are governed by Dutch law.
  2. Disputes will only be submitted to the competent court of the district of Oost-Brabant, location ‘s-Hertogenbosch.