Definitions

The definitions below are applied in these general conditions.

Affiliprint: the private limited company Affiliprint B.V. with its registered office and principal place of business in (1314 CH) Almere at P.J. Oudweg 5. Affiliprint is engaged in all forms of marketing services, mediation in promotional campaigns, the creation and implementation of promotional campaigns, operating as a full service advertising agency, as well as the provision of consultancy and IT services.

Publisher: the contact of Affiliprint that distributes the promotional material among customers.

Advertiser: the person or legal entity that wishes to use the services of Affiliprint, including but not limited to:

• the (direct or indirect) production of printed promotional material, including but not limited to discount coupons, gift cards and vouchers (optional);
• the provision of the promotional material to (part of) the contact network (selected by the Advertiser) of Affiliprint (optional);
• the distribution of the promotional material among customers of (part of) the contact network (selected by the Advertiser) of Affiliprint.

1. Assignment
   1. These general conditions apply to every to registration by the Publisher and/or to any assignment granted by Affiliprint to the Publisher.
   2. The parties explicitly agree that the general conditions of the Publisher do not apply to (future) legal relationships between the parties.
   3. The contract of assignment is free of form and can be concluded verbally, in writing or in digital format.
   4. A request by Affiliprint and/or registration by the Publisher are free of obligation and will be treated as an invitation to the other party to make an offer.
   5. The general conditions and/or a contract of assignment can only be changed with the written approval of both parties.
   6. If the conditions of a contract of assignment deviate from these general conditions, the conditions of the contract of assignment will prevail over these general conditions.
2. General rights and obligations
   1. The Publisher will perform its services as befits a professional contractor.
   2. The Publisher will observe timely and sound directions by Affiliprint regarding the performance of the assignment.
   3. The Publisher will keep Affiliprint informed of its progress in the performance of the assignment.
   4. The Publisher will account to Affiliprint for the manner in which it has performed the assignment.
   5. The Publisher will warn Affiliprint if the assignment granted by Affiliprint contains evident errors or the promotional material contains evident defects and or/and fringes upon third-party rights.
   6. The Publisher is not entitled to subcontract an assignment in full or part to third parties.
   7. The Publisher will at the written request of Affiliprint provide the requested information within a term specified by Affiliprint. The Publisher guarantees Affiliprint that the provided information is correct, complete and reliable.
   8. The information requested by Affiliprint may be required to determine the amount of delivered promotional and/or the amount of used promotional material and/or the amount of the fee. In that case, Affiliprint has an (indirect) right to inspect all documents and/or data carriers that can substantiate whether, and if so, how much promotion material has been distributed. Affiliprint can instruct an expert to study these documents and/or data carriers of the Publisher. The costs of the expert are for the account of Affiliprint. If the inspection shows that the Publisher has provided Affiliprint with incorrect, incomplete or unreliable information, the costs of the expert will be for the account of the Publisher.
3. Distribution of promotional material
   1. Affiliprint will ensure that the produced printed promotional material is supplied in a manner indicated by the Publisher.
   2. The Publisher will ensure that the promotional material is distributed among its customers before the agreed firm date and during the agreed period. Unless the parties have agreed otherwise, the distribution will coincide with the provision of own products or services by the Publishers.
   3. Affiliprint will by means of random sampling check whether the distribution of the promotional material by the Publishers is carried out correctly.
   4. Affiliprint does not guarantee the Publisher that the Advertiser is entitled to the use, production, reproduction, distribution and/or publication of the promotional material. The Advertiser does not guarantee the Publisher that the promotional material does not infringe upon any third party rights and/or rules and regulations.
   5. The Publisher guarantees that it is entitled to distribute the promotional material among its customers and/or that such distribution other promotional material does not infringe upon any third-party rights and/or rules and obligations. The Publisher indemnifies Affiliprint against all third-party claims in this respect.
   6. The Publisher is not permitted to change and/or damage the promotional material of the Advertiser.
   7. The Publisher guarantees that the promotional material of the Advertiser will not be distributed simultaneously with (promotional) material of competitors of the Advertiser.
4. Cancellation
   1. The parties are not entitled to terminate the contract of assignment (in the interim) except in case of the circumstances stated in Paragraph 2 of this article.
   2. Each of the parties is authorised to terminate the contract of assignment (in the interim) in the cases below.
      1. If the other party is declared bankrupt.
      2. If a (provisional) suspension of payments is granted to the other party.
      3. If the other party is dissolved.
      4. If the statutory debt rescheduling scheme is declared applicable to the other party.
      5. If the other party has defaulted on one or more of its obligations under this agreement.
   3. If the contract ends by termination or expiry, the parties will have no claims for compensation against one another.
5. Fee
   1. The (calculation method for determining the) fee for the distribution of the promotional material will be specified in each separate (digital, written or oral) contract of assignment.
   2. Affiliprint will enter the payable fees in its portal for which the Publisher has an account and user particulars.
   3. The Publisher is entitled at any time to charge the positive balance to Affiliprint, on condition that the fee is not lower than € 50, excluding VAT. The Publisher submits a payment request to Affiliprint via the portal on the website www.affiliprint.com. This right of the Publisher lapses, however, two years after arising.
   4. Credits accrued through participation in barter campaigns, for example, are not paid out in cash.
   5. The fee is quoted exclusive of turnover tax and other government levies
   6. The fee will be paid by transfer to the bank account stated on the invoice within thirty days of the invoice date.
   7. Affiliprint is entitled to suspend payment of the fee if the Publisher has failed to distribute the promotional material, or has not done so in a timely and/or correct manner.
   8. Affiliprint is entitled to suspend payment of the fee until the Advertiser has paid the invoice of Affiliprint for the distribution of the promotional material.
6. Liability
   1. The liability of Affiliprint, under any heading whatsoever, is maximised per incident (whereby a related series of incidents will be treated as a single incident) to an amount of € 10,000.
   2. Affiliprint accepts no liability whatsoever for indirect or consequential loss, including trading loss, loss of income, immaterial loss or loss of savings.
   3. Affiliprint accepts no liability for any loss incurred by the Publisher as a result of actions by the Advertiser who wishes to distribute the promotional material and/or the use, publication and distribution of the promotional material.
7. Confidentiality The parties will mutually observe confidentiality regarding the agreement(s) between them and all information acquired by them regarding the business operations and/or contacts of the other party.
8. Contact clause The Publisher is during a period of two years after concluding the contract of assignments prohibited from distributing, either directly or indirectly, without the intervention of Affiliprint, promotional material for Advertisers for which the Publisher has distributed promotional material with the intervention of Affiliprint.
9. Penalty clause The Publisher is legally in default if it breaches its obligations stated in Article 8. In that case, the Publisher will, following a notification of breach by Affiliprint, forfeit to Affiliprint a penalty of € 15,000 per breach, plus an amount of € 1,500 for each day or part thereof that the breach continues, without prejudice to the right of Affiliprint to demand fulfilment, dissolution and/or compensation for damages.
10. Final provisions
    1. These general conditions, quotes by Affiliprint and contracts of assignment between the parties are governed by Dutch law.
    2. Any disputes arising from or related to these general conditions, the quotes by Affiliprint and contracts of assignment between the parties will, if Affiliprint and the Publisher are unable to find an amicable settlement, be submitted to a register mediator affiliated to the NMI (hereafter called the Mediator). The choice of the Mediator will be determined in consultation between Affiliprint and the Publisher.
    3. The costs of the Mediator will be paid by the party held to be in the wrong, unless agreed otherwise in advance.
    4. If Affiliprint or the Publisher disagrees with the conclusion of the Mediator, the dispute can be submitted to the competent court in Lelystad, unless Affiliprint elects to submit the case to the court that has jurisdiction in deviation of this article.
    5. If any clause of these general conditions is void or unenforceable, the remaining clauses of these general conditions will remain applicable in full and the unenforceable provision will be replaced with a clause that best approximates the original clause.