These General Terms and Conditons apply to the use of M45 B.V.’s Service as defined below. By using the Service, you agree to the General Terms and Conditons. If you do not wish to agree to them, you cannot use the Service.
We advise you to read these General Terms and Conditons carefully so that you are aware of your rights and obligatons when using M45 B.V.’s Service.
If you wish to receive a copy of the General Terms and Conditons, send an email to firstname.lastname@example.org requesting a copy.
1.1 In this agreement the terms listed below are defined as follows, regardless of whether they are used in the singular or plural:
1. These General Terms and Conditons apply to all offers, quotatons and proposals made by M45 B.V. as well as to the Agreement and all other agreements to which M45 B.V. is a party, insofar as the partes have not in writng stipulated terms and conditons that vary from these General Terms and Conditons.
2. Variatons, amendments and additons to these General Terms and Conditons shall only be valid if agreed in writing between the Affiliate and M45 B.V..
3. M45 B.V. shall at all times be entitled to alter and/or update these General Terms and Conditons. The most up-to-date General Terms and Conditons shall be available on the Website or shall be brought to the attenton of the Affiliate while using the Service. If the Affiliate continues using the Service or these General Terms and Conditons have been altered and/or updated, the Affiliate thereby irrevocably accepts the altered and/or updated General Terms and Conditons. If the Affiliate does not consent to the altered and/or updated General Terms and Conditons, he will have no opton other than to terminate the Service and remove the Account.
4. If any provision of these General Terms and Conditons turns out to be void or voidable or is for any reason invalid either wholly or in part, the other provisions of these General Terms and Conditons shall remain fully in force. M45 B.V. shall replace the invalid provision with one that is valid and whose legal consequences, taking into account the content and purport of these General Terms and Conditons, most closely correspond to those of the invalid provision.
5. No general terms and conditons or other conditons of the Affiliate shall be binding upon M45 B.V. and any such terms and conditons are hereby explicitly rejected. In the unlikely event that both these General Terms and Conditons and the Affiliate’s general terms and conditons are applicable, these General Terms and Conditons shall prevail.
6. During the term of the Agreement the Affiliate undertakes, as a non-exclusive Affiliate, to promote the M45 B.V. Content and Mobile Service.
7. Under the conditons laid down in these General Terms and Conditons, M45 B.V. grants the Affiliate a limited, personal, revocable, non-exclusive, non-sub-licensable and non-assignable right to access to and use of the Service for the purposes described in these General Terms and Conditons and under conditons regarding the payments concerned.
8. The Affiliate may not sell, hire out or dispose of the Service or grant limited rights to it or make it available to a third party in any manner or for any purpose whatever.
9. The Affiliate may not copy, alter, adjust, decompile, reverse-engineer, apply scripts or in any manner visually or otherwise manipulate the Service, including – but not limited to – the landing page of M45 B.V. with the M45 B.V. Content, nor instruct a third party to perform aforementoned actons.
10. Alteratons made to the Service by an Affiliate must be submitted for the assessment of M45 B.V. in the manner referred to in the Service. The Affiliate may not launch the promotion of Mobile Service before M45 B.V. grants its approval. The approval of alteratons is solely at the discreton of M45 B.V.
11. Any (natural) person who has reached the minimum age of eighteen (18) years may use the Service and/or create an Account. If the Affiliate has not yet reached the age of eighteen (18) years and/or objects to the content of the Website or the Content and/or is in a geographical area in which access to the Website and/or use of the Service is prohibited, he must immediately discontnue his visit to the Website and/or use of the Service and remove any Account he may have.
12. The Affiliate guarantees that he shall at no time directly contact the holder of rights to the M45 B.V. Content if that party is not M45 B.V., unless the Affiliate has an existing relatonship with that rights holder.
13. The Affiliate shall promote the Mobile Service on the Affiliate’s website as soon as possible following its publication. The Affiliate shall amend his website and integrate the Mobile Service in such a way that the maximum possible traffic to the Affiliate and M45 B.V. Content can be generated.
14. The Affiliate warrants that it holds all the rights to the domains and sub-domains used by it.
15. Before promoting the Mobile Service, the Affiliate must create an Account in the manner indicated on the Website. Using the Account, the Affiliate can then alter and/or remove his data as well as examine statstcs.
16. The Affiliate warrants M45 B.V. that the informaton provided on creating the Account is complete, truthful and correct. It is therefore not permitted to create an Account in someone else’s name. When registering, the Log-in Data must also be chosen.
17. If for any reason the Affiliate’s data are not or no longer up to date, complete or correct, the Affiliate must without delay update his data so that they are once again up to date, complete and/or correct.
18. The Affiliate himself is responsible for keeping the Log-in Data secret. As soon as the Affiliate knows or has reason to suspect that his Log-in Data are in the possession of non-authorised persons or if he knows and/or suspects that his Account is being abused, the Affiliate must notfy M45 B.V. immediately notwithstanding the Affiliate’s own responsibility to take immediate and appropriate acton, for example by altering his Log-in Data. The Affiliate accepts and acknowledges that he is at all times responsible and liable for all and every use of the Service made via his Account. The Affiliate indemnifies M45 B.V. against all damage and costs arising from and/or related to third partes’ use of the Service via the Affiliate’s Account.
19. Using the Account, the Affiliate can choose the promotions that he wishes to make available to the End User. The Affiliate may not modify or adapt the M45 B.V. Content in any manner or use it in any manner other than for the purpose as described within the Service.
20. Aside from the M45 B.V. Content, the Affiliate can also choose to make Affiliate Content available via the Mobile Service. The Affiliate is fully liable and responsible for the Affiliate Content which he communicates to the public and reproduces by means of the Mobile Service. The Affiliate indemnifies M45 B.V. against all third party claims which are in any way related to or arise from the use of the Affiliate Content.
21. It is not permitted to make Affiliate Content available:
22. M45 B.V. is at all times entitled, without prior announcement and without in any way becoming liable to the Affiliate, (i) to make procedural and technical alteratons and/or improvements to the Website and/or the Service and (ii) to (temporarily or permanently) discontnue, limit or remove the Website, the Service or the Account.
23. The Affiliate is himself responsible for the purchase and/or proper operaton of the infrastructure and reliable telecom facilites (including internet connecton) which are required for using the Service. M45 B.V. is not responsible or liable for costs arising from the use of telecom facilites and charged via the telecom provider.
24. M45 B.V. is in no way liable to the Affiliate for any damage that arises from or is the result of any (temporary) unavailability or (interim) breakdown of the Website and/or Service.
25. M45 B.V. shall make payments to the Affiliate. The payments shall be made and calculated in the manner described on the Website or agreed upon via email. All payments will be made and calculated in euros.
26. M45 B.V. may at any time alter the amounts of the payments listed on the Website. If the Affiliate does not agree with any alteraton, he will have no opton other than to terminate the Service and remove the Account.
27. M45 B.V. is entitled to suspend and/or withhold any payment as referred to in Artcle 7/25, to the discreton of M45 B.V., if:
28. The payments owed by M45 B.V. to the Affiliate shall be calculated on a monthly basis. If any payment amounts to less than EUR 250 (in words: two hundred and fifty euros), it shall be suspended untl it exceeds EUR 250 (in words: two hundred and fifty euros).
29. Payment shall be made on a self-invoicing basis. M45 B.V. shall prepare the invoice listing the payments owed in the previous month, within 5 (five) days after said month has ended, and submit it for the Affiliate's verificaton. If the Affiliate does not agree with the invoice, he must object to it in writng within five (5) days after recepton of the invoice. In that case M45 B.V. shall prepare a new report. If the Affiliate does not object to an invoice, M45 B.V. endeavors to make payment within ten (30) days after the date of recepton of the corresponding invoice by the Affiliate, unless otherwise agreed in writing.
30. If M45 B.V. fails to pay an invoice in a timely manner and this failure is not the cause of default on the part of the Affiliate, the Affiliate shall inform M45 B.V. of this in writng. If there is a justified complaint, M45 B.V. shall make payment as soon as possible. The Affiliate shall not be enttled to any statutory interest, suspension and/or set-off.
31. All payments that M45 B.V. makes to the Affiliate depend on the payments of the End Users to M45 B.V.. If M45 B.V. does not receive a payment from an End User, the Affiliate does not receive payment for the promotion of the Mobile Service.
32. Affiliates who are liable to pay VAT must submit their VAT number to M45 B.V.. Affiliates without a VAT number declare that they know that all payments that M45 B.V. makes to them will be notified to the taks authorites at the end of the calendar year.
33. Affiliates declare that they know that they must file a tax return for income tax and/or corporaton tax. M45 B.V. may not in any way be held liable for any failure to file a proper tax return on the Affiliate’s part.
34. If any act and/or omission of the Affiliate in the use of the Service leads to or causes a fine or any other financial measure to be imposed on or taken against M45 B.V., M45 B.V. shall pass on the fine and/or financial measure to the Affiliate in full. M45 B.V. is enttled to set off the fine and/or financial measure againstamounts owed by the Affiliate, in accordance with article 7.
35. M45 B.V. reserves the right to set off any outstanding payments against amounts owed by the Affiliate.
36. The Affiliate may at any time cease using the Service and remove his account. If an Affiliate removes an Account, M45 B.V. shall immediately render the Account and remove the Affiliate’s data and any Affiliate Content within a reasonable period of tme, unless there are reasons to keep them for a longer period of time.
37. In additon to the other (legal) remedies at M45 B.V.’s disposal, M45 B.V. may at all times, without giving reasons and without prior explanaton, (temporarily) restrict, suspend or discontinue the Affiliate’s activities relatng to M45 B.V., temporarily or permanently terminate and/or remove an Account or Mobile Service, terminate the provision of services and refuse to provide services to the Affiliate, specifically, but not exclusively, if:
(i) the Affiliate acts in breach of these General Terms and Conditons;
(ii) M45 B.V. takes the view that an Affiliate’s actons may cause damage and/or liability for M45 B.V. or other Affiliates.
38. On creating an Account and on visiting the Website, (personal) data of the Affiliate shall be provided to M45 B.V.. These (personal) data shall be processed in accordance with the applicable laws and regulatons.
39. The IP rights relating to the Mobile Service, including but not limited to the Website, the M45 B.V. Content, shall be vested in M45 B.V. and/or its licensors.
40. No provision in these General Terms and Conditons shall be construed as an assignment or waiver of any IP rights relating to the Affiliate.
41. The Affiliate warrants M45 B.V. that he holds all the rights relatng to the Affiliate Content and that he is fully entitled to license the IP rights to M45 B.V..
42. The Affiliate is at no time entitled to register or apply for the registraton of any right relating to a work, design, drawing, trademark and/or trade name that is identcal or confusingly similar to any work, design, drawing, trademark and/or trade name that is protected by an IP right belonging to M45 B.V.. Thus the Affiliate may not use or file a domain name that is identical or confusingly similar to any trademark, trade name, used and/or registered by M45 B.V..
43. M45 B.V. expressly excludes explicit and tactit guarantees, undertakings and indemnificatons of any kind, including but not limited to guarantees, undertakings and indemnificatons regarding the quality, security, lawfulness, integrity and accuracy of the Service.
44. More specifically, M45 B.V. does not issue guarantees regarding the availability and functonality and quality of the Mobile Services on mobile devices or the availability and quality of the Content, including the availability and/or the quality of the Content in different countries and/or in different languages.
45. The Affiliate is liable to M45 B.V. for and shall fully indemnify M45 B.V. against any damage and costs that M45 B.V. may suffer or incur as a result of (i) any actons of the Affiliate in the promotion of the Mobile Service, including but not limited to the use of the Website, the Account and/or the M45 B.V. Content, publishing Affiliate Content, making available Content to the End User, (ii) breach of these General Terms and Conditons, (iii) an unlawful act of the Affiliate and/or any infringement by the Affiliate of IP rights and/or any other rights of other Affiliates or third partes.
46. The Affiliate shall compensate any costs and damage that M45 B.V. incurs or suffers in relation to such liability.
47. M45 B.V. does not accept any liability for financial loss and/or any other loss resulting from an attributable failure in the performance of the Mobile Service, including but not limited to damage resulting from or relating to the use of the Mobile Service, the Website, the Content or the impossibility of using them and/or on account of an unlawful act or otherwise, where this is permitted under mandatory law.
48. If M45 B.V. is liable to the Affiliate for damage on whatever ground, M45 B.V. shall be liable solely for direct damage suffered by the Affiliate as a result of a failure attributable to M45 B.V. to perform its obligatons, on account of an unlawful act or otherwise up to an amount not exceeding that of the payments made by M45 B.V. to the Affiliate in the year preceding that in which the event that caused the damage occurred. M45 B.V.'s overall liability, on whatever ground, shall at no time exceed EUR 250 (in words: two hundred and fifty euros).
49. Any liability on M45 B.V.'s part for indirect loss, including but not limited to consequental loss, loss and/or damage of data, loss of profit and loss of revenue, loss of savings, reduced goodwill, damage by business interrupton and damage as a result of claims from End Users is excluded. Also excluded is liability on M45 B.V.'s part on account of mutlaton, destructon or loss of informaton, data and/or documents and/or damage through delays in the transmission of data traffic.
50. The restriction of liability stated in this artcle applies equally to any indemnificaton obligatons that may lie with M45 B.V..
51. This restricton of liability is not however intended to exclude M45 B.V.'s liability for intent and/or gross negligence on the part of M45 B.V. itself ("own actons") and/or M45 B.V.'s managing board.
52. No right to damages shall exist unless the Affiliate notifies M45 B.V. in writing of the damage promptly after it has arisen. Any claim for damages against M45 B.V. shall become extinguished by the mere lapse of twelve (12) months after the claim has come into being.
53. These General Terms and Conditons and the promotion of the Mobile Service and the Website is governed by Dutch law. The Vienna Sales Conventon (VSC) is expressly not applicable.
54. All disputes that may arise between the Affiliate and M45 B.V. shall be submitted to the competent court in the district of The Hague, unless mandatory law provides that the dispute must be submitted to a different court.
55. M45 B.V. may assign the rights and obligatons arising from these General Terms and Conditons to third partes and it shall notfy the Affiliate thereof.