Terms and conditions

Article 1. Definitions

In these terms and conditions shall apply:

1. Toolary: the private company with limited liability Toolary B.V., located at Teeuwishoek 33 (5481 VR) Schijndel Netherlands, registered at the Chamber of Commerce in Brabant under the number 56701799.
2. Advertiser: the natural or legal person who pays for one or more ads on Toolary’s website and entered into an agreement with Toolary for that purpose.
3. Customer: the natural or legal person who, through Toolary, purchases products or services from the supplier.
4. Content: Information and data, including, but not limited to text, graphics, data (files), applications and other software, present on the Toolary website.
5. User: every natural or legal person who uses the Toolary website, including the Supplier, the Advertiser, the Customer and all other visitors of the website.
6. Supplier: the natural or legal person who offers services through the Toolary Website.
7. Online Account: collection of data related to a particular User, which can be viewed and changed via the Toolary Website after providing the corresponding log-in credentials.
8. PSP: Payment Service Provider. The service provider which enables the User to make payments to Toolary online.
9. Toolary Website: the website including all subdomains reachable via http://www.toolary.com.

 
Article 2. Relevance

1. These terms of use apply to all offers, quotations, contracts, services and supplies of Toolary, and the use of the Toolary Website, of whatever nature, unless their applicability are partially or as a whole excluded in writing or otherwise explicitly agreed.
2. Any conditions of the User are expressly rejected. Deviation from and additions to these terms shall apply only if and insofar as they are expressly accepted in writing by Toolary.
3. When Toolary, for a short or long time, whether or not quietly allows deviation from these terms, it still retains the right to demand immediate and strict compliance with these terms of use. The User can never claim any rights based on the fact that Toolary enforces these terms and conditions flexibly.
4. These conditions also apply to all agreements with Toolary for which third parties are involved in the execution.
5. If one or more provisions of these terms of use or any other agreement with Toolary are in conflict with a mandatory provision of law or any applicable law, the provision will lapse and will be replaced by a new, legally permissible and similar provision to be established by Toolary.
6. Toolary reserves the right to change the present conditions at any time. With the applicability of these terms of use all previous (versions of) the terms of use will expire.

 
Article 3. Offers and quotations

1. All offers and quotations from Toolary are revocable and are without obligation, unless otherwise indicated.
2. The User is responsible for the accuracy and completeness of the by, or on behalf of, the User’s provided requirements, performance specifications and other information to Toolary on which Toolary bases it’s offer.
3. A compound quotation does not oblige Toolary to execute part of the assignment for a corresponding part of the price.
4. The content of the assignment is exclusively determined by the quotation and order confirmation definition of the assignment.
5. The prices in the offers and quotations of Toolary are excluding VAT and other government levies, as well as any part of the contract costs incurred, including shipping and handling, unless otherwise indicated.

 
Article 4. Conclusion of the agreement

1. Subject to the following conditions, an agreement with Toolary is only effected after Toolary has accepted an assignment in writing or has confirmed it. The order confirmation is deemed to correctly and completely represent the assignment.
2. For agreements, activities or transactions for which the nature and extent no written quotation or order confirmation is sent, the invoice is considered the correct and complete representation, subject written objection within seven (7) business days after the invoice date.

 
Article 5. Use of the Toolary Website

1. Toolary offers its Users an online platform where Customers and Suppliers can be put in contact with each other.
2. Toolary does not guarantee an agreement will be reached between a Customer and one or more Suppliers.
3. Toolary is never part of an agreement between a Customer and a Supplier. Toolary does not assume liability for damages parties suffer which results from an agreement between the Supplier and Customer. Neither does Toolary assume liability for damage resulting from failure to comply from either party to the other.
4. Toolary grants the User permission to gain access to the Website and services provided by Toolary and to use these while complying to the below mentioned conditions. The User agrees that if the User does not comply with these conditions, this constitutes a failure to perform his obligations under these terms and Toolary in that case is entitled to terminate the contract with the User and to deny the User further access to his Online Account and the Toolary Website, without Toolary being obliged to pay any compensation or refund of sums paid to the User.
5. The User is not allowed:
   1. to use the Toolary Website in a manner that would infringe upon the rights of third parties;
   2. to use the Toolary Website to spread computer viruses or material of a slanderous, obscene menacing or threatening character;
   3. to use the Toolary Website  to spread material with promotional or publicity purposes without having obtained prior written permission from Toolary, unless the recipient expressly requested the transmission thereof;
   4. unlawful use of the Toolary Website or the information contained therein and/or images shown;
   5. such use of the Toolary Website that the website is thereby damaged, deformed, broken, stopped, overloaded or otherwise made less efficient;
   6. to spread part of parts of the Toolary Website, including but not limited to Toolary Website published software, texts and images on whatever medium without prior written approval from Toolary;
   7. to use, modify or adapt any parts of the Toolary Website and/or the systems, applications, services and/or technology belonging thereto;
   8. to (attempt to) circumvent, disable or otherwise intervene with security-related features of the Toolary Website;
   9. to, without prior written consent from Toolary, use the Toolary Website or the systems, applications, services and/or technology thereon for business applications. This prohibition includes:
      1. the (re)sale of access to the Website and/or the services of Toolary on another website, especially for the purpose of advertising and/or subscription revenue; and/or
      2. the redistribution of services, in particular with the aim to generate income through business activities that are largely similar or comparable to the Toolary driven business activities;
   10. to use (part) of the content of the Toolary Website on a website other than the Toolary Website without displaying a prominent link to the Toolary Website;
   11. to collect or harvest (part of) the content of the Toolary Website or (personal) information about the Users of the Toolary Website (either by using an automated system).
6. Toolary does its utmost to keep the Website accessible 24 hours a day. Toolary is however never liable for damages that the User suffers if the website is not open 24 hours a day, nor is Toolary in such a case obliged to refund or compensate the User for funds paid.
7. If the Supplier offers software to third parties via the Toolary Website the Supplier is obliged to put a, by Toolary supplied, image on his website, including a hyperlink to the Toolary Website.

 
Article 6. User placed content on the Toolary Website

1. The User is responsible the content placed on the Toolary Website by or on behalf of the User and the consequences of posting or publishing this content on the Toolary Website. Toolary does not endorse such Content and/or the opinions and beliefs expressed therein and expressly disclaims all liability in connection with the User placed Content.
2. The User declares and guarantees that the User owns all the necessary licenses, rights and consents relating to the Content placed on the Toolary Website by the User and the user will stay in possession of said rights for as long as the content is provided on the Toolary Website. The User will not upload content to the Toolary Website on which (property) rights of a third party apply, unless the User has a license or written authorization from the rightful owner.
3. The behavior of the User on the Toolary Website and any Content placed on the Toolary Website by the User must comply with all applicable local, national and international laws and regulations, as well as to the Toolary usage guidelines, as defined by Toolary on its website or otherwise communicated to the User.
4. The User agrees not to post or upload content to the Toolary Website which the User is not allowed to poses in the User’s country of residence or Toolary in connection with the provision of the services should not use or can possess.
5. Toolary reserves the right (but has no obligation) to decide whether the content posted by the User on the Toolary Website conforms to the present conditions specified for content requirements, and may remove User uploaded Content, without prior notice, from its website and systems.
6. The User understands and acknowledges that the User, when using the Toolary Website, may be exposed to User submissions that are factually inaccurate, offensive, indecent or otherwise objectionable to the User. The User waives all rights and/or (legal) resources available to the User (if any) relating to such Content against Toolary.
7. The User indemnifies Toolary of all claims by third parties relating to the concerning User on the Toolary Website posted Content.

 
Article 7. Use of the Online Account

1. The Online Account is personal, not transferable and may only be used within the organization of the User.
2. Log-in credentials obtained by the User are confidential and may not be shared with third parties or be used by persons other than the User.
3. Access to the Online Account and the services of Toolary is reserved for the User. The User is not permitted to share account information with persons other than those mentioned above.
4. Toolary has the right to refuse the User further access to his Online Account if Toolary suspects the User or a third party abuses the log-in credentials, for example when Toolary suspects the credentials are being used outside the User’s organization, or when the User does not behave in accordance with these terms of use or other rules prescribed by Toolary.
5. The User has no claim to any (damage) compensation or refunds of sums paid if Toolary at any time decides to refuse the User access to his Online Account.

 
Article 8. Software

1. If the service of Toolary extends to (among other things) providing software to the Customer, then this software comes in the state and condition the software is in at the time of the conclusion of the agreement. Toolary does not warrant that the software works, is free of errors or viruses, and is suitable for the use for which the Customer purchases the software. The Customer has no right to compensation or refunds of sums paid if the software does not work, contains errors or viruses or when the software is not suitable for the use for which the Customer has purchased the software.
2. The Customer should address any questions, or in the case of errors in the software, the developer of the software.

 
Article 9. Delivery and deadlines

1. If Toolary requires information from the user in the context of the implementation of the agreement, the delivery time starts once the user has made all the necessary information available to Toolary.

1. If Toolary has specified a deadline for delivery, this deadline is only indicative. A specified delivery time shall therefore be regarded as a deadline. When exceeding a deadline, the other party is required to notify Toolary in a written statement. Toolary should be offered a reasonable period of time to give affect to the agreement.
2. Drawings, technical descriptions, graphics, colors and measurements are provided by Toolary in good faith and as accurately as possible. This informative data is not binding however. Deviations in the delivery within the industry margins should be accepted and don’t give the User right to advertise, replacement, compensation of damages or any other right, unless the contract expressly specifies a smaller deviation margin.
3. Article 10. Prices and  increases
4. Toolary has the right to adjust its prices at any given moment. The revised prices are only valid for new orders and contracts.
5. Article 11. Invoicing and payment
6. Payment of sums due shall in principle be made in advance in a way indicated on the Toolary Website. Once the payment process is completed on the Toolary Website and paid, no refunds of money will be made, unless Toolary is ordered to do so on the grounds of an overriding provision or court order.
7. All online payments on the Toolary Website are processed by a PSP appointed by Toolary. Toolary takes all reasonably necessary (precautionary) measures to ensure the safety of the offered payment as well as possible. Nevertheless Toolary accepts no liability for damage and/or loss arising out of a violation of/breach of the security/safety of the offered payment or (errors in the software of the) PSP. This is only different in the case the damage and/or loss is the direct result of a serious error made by Toolary and/or its employees. In this respect, the User indemnifies Toolary for any claims.
8. If payment has not previously occurred and Toolary sends an invoice regarding the amount owed to the User, this invoice needs to be paid within fourteen (14) days after the invoice date in a currency specified by Toolary on the invoice.
9. After the fourteen (14) day term has expired the User is legally in default without further notice of default being required.
10. From the moment of default the User is owed an interest of 1% per month over the overdue amount, unless the statutory (commercial) interest rate is higher, in which case the legal (commercial) interest rate applies. All (extra) judicial costs which Toolary makes to obtain payment - both in and out of court - are to be paid by the User. In that case the User owes a fee of at least 15% of the outstanding amount, with a minimum of €75.00 (seventy five euro). If the actual by Toolary incurred and to be incurred costs excel above this amount, these also qualify for reimbursement.
11. In case of liquidation, bankruptcy or suspension of payment of the User the amounts due are to be paid immediately.
12. In case User refers to multiple (legal) persons or companies, each of these (legal) persons or companies shall jointly and severally be held liable for performance of all obligations under the agreement with Toolary.
13. Payments made by the User settle firstly all interests and costs, secondly the invoices which have been outstanding longest, even if the User states that the payment relates to a later invoice.
14. Toolary is entitled to refuse full repayment of the main charge if it does not also cover all current interests and costs.

 
Article 12. Intellectual property

1. All intellectual property rights that relate to or arise from the use of the Toolary Website are held exclusively by the User in question and/or his licensors. Toolary obtains only the irrevocable, exclusive, royalty-free and worldwide right to (a part of) the content posted on the Toolary Website by the User to use for promotion of Toolary (and its Website) in each by Toolary desired manner and in any shape and quantity.
2. The User is not allowed to, together with, or by engaging third parties, edit, duplicate, publish, exploit or in any other manner use works that are intellectual property of Toolary (including brand names and logo’s) without prior written permission of Toolary.
3. Without the express prior written consent of the Supplier, the User is not allowed to, together with, or by engaging third parties, edit, duplicate, publish, exploit or in any other manner use the rights of the intellectual property of the Supplier or the recording thereof on data carriers.
4. The Supplier and Toolary are allowed to take technical measures to protect the supplied software or parts thereof. If the Supplier or Toolary protected the software through technical protection, the Customer will not be permitted to remove or evade this protection.
5. The Customer may freely use texts, pictures and files that are intended for this purpose by the Supplier or Toolary. The Customer may use these texts, images and files within the specified range.

 
Article 13. Confidentiality and privacy

1. Toolary will regarding the agreement, take all reasonable precautions to protect the privacy of the User, including sufficient safe storage of (personal) data of the User.
2. In addition to the instructions issued by law, Toolary will only use the collected information in order to:
   1. To perform the agreement between Toolary and the Supplier;
   2. To maintain an administration or database of all Users and their corresponding (personal)data;
   3. To offer the User relevant offers from Toolary or its partners.
3. As part of the Services provided User data will be supplied to third parties to the extent necessary for the proper performance of the contract or when it is required of Toolary in the context of law enforcement by a public authority. Furthermore, Toolary is entitled to pass this information on to third parties in the context of marketing activities.
4. Toolary is entitled to gather and save data relating to advertisements placed on the Toolary Website by Advertisers and to offer this data to third parties for example in the context of marketing activities.
5. The User will not communicate to third parties about Toolary’s way of business, documents, opinions, replies, text, graphics, and images and/or publish or make report(s) available to third parties.
6. The User acknowledges that he has been informed of the collection and transmission of personal data by Toolary and the use of said data and the User agrees to the Toolary privacy policy.

 
Article 14. Suspension of the agreement

If the User fails to or does not fully fulfill his obligations resulting from the agreement concluded with Toolary in a timely manner, Toolary is entitled to suspend the agreement or terminate the contract without further notice and/or judicial authorization to dissolve without being obliged to compensate damages suffered by the User. Toolary is also entitled to deny the User (further) access to the Toolary Website and the Online Account of the User. The User is, in the case of suspension or termination under this section, liable and required to pay all costs and damages suffered by Toolary including the positive contractual interest.
 
Article 15. Withdrawal/Termination of the agreement

1. The User can cancel (terminate) the agreement with Toolary at any time. Termination of the agreement with Toolary is done through cancellation of the Online Account of the User or by written notice of termination to the address of Toolary.
2. If the User cancels the agreement with Toolary, there is no refund of money paid. Even when the User has paid for an (advertisement) period which has not yet started. The User is also not entitled to a refund of any paid registration fees, subscription fees and the like.
3. If the User cancels the agreement with Toolary, Toolary is not (longer) obligated to keep the User posted content available on the Toolary Website, save it or store saved content.
4. If the User cancels the agreement with Toolary, Toolary is entitled to immediately refuse the User any (further) access to the User’s Online Account and to remove all data related to the User’s Online Account from its databases and systems. After cancellation, Toolary is not obligated to store or keep any data regarding the registration and/or account of the User.

 
Article 16. Support

1. Through a special support page on the Website, the User is able to ask the Toolary support team questions.
2. Toolary does the utmost to respond to a User’s question within 48 hours. This is however not a deadline. Not responding to an inquiry within this time does not constitute grounds for termination of the agreement with Toolary.
3. Support inquiries include all questions which can be answered simply and with reasonable effort.
4. Toolary can suffice responding to inquiries by email. Toolary is not obligated to respond to inquiries by phone. The choice to respond to inquiries by phone is Toolary’s.

 
Article 17. Liability

1. Except in the case of willful misconduct or gross negligence on Toolary’s part, Toolary is not liable for damages, whether direct or indirect, arising from any agreement or delivery of goods or services, including the use of the Toolary Website.

 
Article 18. Indemnification

1. The User indemnifies Toolary of all claims by third parties relating to content posted on the Website by the User, (email) messages sent through the Toolary Website, information, software, data(files) or other materials, including claims in respect of an (alleged) infringement of intellectual property rights.
2. The User is obliged to assist Toolary both in and out of court if Toolary is addressed under paragraph 1 of this article and agrees to do anything that is expected of the User in this case. If the User fails to take adequate measures, Toolary is, without notice, entitled to do so itself. All costs and damages on the part of Toolary and third parties are for the account and risk of the User.

 
Article 19. Force majeure

1. Unforeseen circumstances of any kind, as well as mobilization, war risk, government measures, strikes, sit-ins, strikes of transport, fire, flood, not timely or properly fulfillment by third parties on whom Toolary depends upon for the implementation of the agreement, resulting in Toolary not being able to implement the agreement in a timely manner or to objective measures without excessive effort aggravating and/or costs will run for Toolary as force majeure. The same applies if Toolary is unexpectedly confronted with illness or injury of its personnel and/or third parties, whose replacement can’t be foreseen in a reasonable short term.
2. If one of the cases mentioned in the preceding paragraph occurs, the User will give Toolary the opportunity to fulfill the agreement conforming to the contract in a reasonable time period.
3. In case of force majeure, Toolary is not liable for any damages whatsoever. Both parties will not exercise their rights to terminate the contract in the event of force majeure earlier than two (2) months after the force majeure has arisen, unless both parties have agreed on a longer period of time in which the contract is to be fulfilled..
4. If Toolary has already partially fulfilled its obligations, or can only partially fulfill its obligations at the time the force majeure arises, it is entitled to separately invoice the already delivered or deliverable part and the User is obligated to pay this invoice as if it concerned a separate agreement. This does not apply if the already delivered or deliverable part has no independent value.

 
Article 20. Applicable law and jurisdiction

1. All agreements made or to be made by Toolary are governed by Dutch law.
2. All disputes – including those which only one of the parties consider as such – which arise from a contract to which these conditions apply in whole or in part, or in response to other agreements which are a consequence of such an agreement will be settled by the competent court of the domicile of Toolary unless mandatory statutory provision opposes. Nonetheless, Toolary may come to an agreement with the User to settle the dispute through an independent arbitration.