Holiday Hero B.V., trading under the name of Holidayhero with CoC number 85378275, with its office registered at Cornelis Anthoniszstraat 14-3, 1071 VT, Amsterdam.
Article 1 Applicability
1.1 In these general terms and conditions, “Holiday Hero” means: the private limited company Holiday Hero B.V., trading under the name of Holiday Hero. In these general terms and conditions “service” or “app” means: the Holiday hero app and backoffice application (Holiday Hero software platform) that Holiday Hero makes available for use and/or other services that Holiday Hero provides.
1.2. These terms and conditions are applicable on all offers of Holiday Hero and on all agreements concluded with Holiday Hero.
1.3. These terms and conditions apply to the exclusion of all other terms and conditions of the (potential) user (hereinafter:”Licensee”).
Article 2 Conclusion of an agreement
2.1 The agreement between Holiday Hero and Licensee is concluded after, (1) Licensee has provided all data that Holiday Hero desires, (2) Holiday Hero has received the Holiday Hero license agreement that Licensee has completely filled in and signed, and (3) Holiday Hero has activated the software platform and login data. No agreement is concluded if Holiday Hero does not initiate activation.
Article 3 License
3.1 Holiday Hero provides a non-exclusive right of use with regard to the service to Licensee. The right of use is effected upon conclusion of the agreement.
3.2 The right of use is non-transferable. The Licensee is not permitted to sell, rent, sublicense or make available the right of use in any form or for whatever purpose to third parties.
3.3 Licensee may only use the right of use for its own business activities.
3.4 The scope of the right of use is determined by the applicable description of the service in question at the moment of the conclusion of the agreement.
Article 4 Duration of the right use
4.1 The agreement is concluded for a period of at least 12 months and will be extended each time by periods of 12 months, unless Holiday Hero or Licensee terminates the agreement at the end of the term taking account of a period of notice of at least 1 month.
4.2 Cancellation of an agreement needs to be done in writing through email. A termination of the agreement can be requested via the following mail address: email@example.com, please add ´Termination request´ in the subject of your mail.
4.3 Licensee shall refrain from every direct or indirect use of the licensed services after cancellation or termination of the license agreement and is obliged to remove all information acquired from Holiday Hero within two workdays after the date of cancellation or termination from all (computer) appliances present at Licensee.
Article 5 Conformity
5.1 Statements of Holiday Hero concerning performances, functionalities, colours, characteristics and such like are approximate only and are without obligation.
5.2 Images, descriptions, advertising material and offers are not binding on Holiday Hero.
5.3 Licensee must ascertain that the app content and the use of it complies with all regulations relevant to it in the country concerned. The use of the Holiday Hero software platform and the conformity with the provisions of authorities is for the risk of Licensee.
5.4 Licensee guarantees the correctness, completeness and reliability of the data and information it has provided or is provided on its behalf to Holiday Hero. Holiday Hero is only obliged to (further) execution of the agreement if Licensee has provided all data and information that Holiday Hero desires and has complied with all its commitments in respect of Holiday Hero
Article 6 Intellectual property
6.1 All intellectual and industrial property rights in relation to the Holiday Hero software platform and app and other services and in respect of everything that Holiday Hero develops, produces or provides, including here software, texts, designs and images accrue to Holiday Hero.
6.2 Licensee is not permitted to remove or to modify any notice on brands, trade names, copyrights or other rights of intellectual or industrial property.
6.3 Licensee is not permitted to copy, to reproduce or to multiply in any way, to translate, to adapt, to imitate, to modify or to reconstruct the service or a part of it.
Article 7 License fees/App’s and prices
7.1 License fees and other prices or rates Holiday Hero has specified or have been agreed with Holiday Hero exclude VAT and other taxes or levies.
7.2 The license fee consists of a standard fee and may also include a percentage of the turnover realized by the Holiday Hero software platform and app per period of a calendar month, as specified in the Holiday Hero license agreement. The Turnoverfee applies only to Licenses in which the Turnoverfee is explicitly admitted. When entering into a License Agreement the possible applicability of the Turnoverfee will be clearly presented to Licensee.
7.3 The percentage is calculated over the net turnover, being the invoice price of Licensee excluding any turnover tax and excluding forwarding costs. The license fee is due per period of a calendar month.
7.4 As concerns payment of the license fee and other amounts due Licensee is not able to rely on any settlement. Licensee may not defer the payment of the license fee or other amounts due with a claim on the possible unsoundness of the service.
7.5 If Holiday Hero blocks a service on the basis of the applicable terms and conditions, it is entitled to attach the condition to an unblocking that Licensee settles the applicable costs for this, in accordance with the applicable arrangement for this purpose at Holiday Hero at the time of the unblocking.
7.6 Holiday Hero has the right at all times to deactivate the access to the software platform when a payment has still not been received more than 21 days after invoice date.
7.7 After installing/buying an App, in the Holiday Hero app store, the monthly payment for the App will be added to the invoice.
7.8 Apps are purchased for the minimum period of 1 month, rounded in whole months and can be canceled monthly. The maximum notice period is 1 month (until the next invoicing period).
7.9 Licensee is responsible for de-installation of the App via the App Store.
7.10 In the case that Apps are offered with a 14-day or 30-day trial period, Licensee will not be billed for trying out Apps during the 14/30 day introductory trial period. If Licensee does not cancel/de-install the App before the end of that trial and therefore extends the Apps’ subscription beyond the trial, the Licensee will start to be billed. Once Licensee has canceled his/her one-time free trial of an App, Licensee’s shop will no longer have the option to try that App for free.
7.11 When purchasing an Apps, in the Holiday Hero app store, Licensee agrees to the General Terms and Conditions of the 3rd party/Partner selling the Apps on the Holiday Hero platform.
7.12 The responsibility for the functioning and maintenance of the Apps is for the 3rd party/Partner selling the Apps on the Holiday Hero platform.
Article 8 Holiday Hero services
8.1 For the benefit of secure net traffic and to ensure the net integrity, the interoperability of the services and the data security, Holiday Hero regularly carries out maintenance activities on its systems. For this purpose it can temporarily suspend or limit its service, taking account of the interests of Licensee, insofar objective reasons justify this. Holiday Hero shall, insofar as this is possible, carry out the maintenance activities during times with less internet traffic. If longer periods of temporary disruptions or restrictions of services are necessary, Holiday Hero shall inform Licensee in advance of the nature, the scope and the duration of the hindrance, insofar such is objectively possible under the given circumstances and the notification does not cause further delay to the removal of already occurred disruptions.
8.2 The choice of technical infrastructure is at the discretion of Holiday Hero. It can replace the used infrastructure, backbones, services of third parties/suppliers as well as hardware and software at all times. The use of a particular infrastructure, backbones, services of third parties/suppliers or particular hardware and software only applies as a component of the agreement, if such is explicitly mentioned in the description of the services.
8.3 Holiday Hero is entitled in all cases to alter the services taking account of a reasonable notification period. If Licensee does lodge an objection to the alteration within a reasonable term that Holiday Hero has set, then this enters into effect.
8.4 Insofar fixed IP addresses are made available, Holiday Hero retains the right to change the IP address that has been assigned to Licensee, if this is necessary for technical or other reasons.
8.5 Insofar it is necessary and reasonable, Licensee shall cooperate with a change, for example, entering login data again or simple switching of its systems.
8.6 Holiday Hero retains the right in respect of e-mail traffic to limit the scope of incoming and outgoing messages, insofar such can reasonably be desired of Licensee. Holiday Hero is entitled to delete all e-mail messages on the accounts that it has made available, once, a) Licensee has retrieved these, b) these have been forwarded according to the instructions of Licensee, and c) a storage period of 60 days has elapsed. Aforementioned provisions for e-mail messages do not apply for dedicated or virtual servers, whereby Licensee operates its own e-mail server.
8.7 The Holiday Hero API has a request limit per API key, reach out for more information and our API agreement.
8.8 Holiday Hero is entitled to send e-mails to Licensee.
8.9 Holiday Hero is entitled to block or to reject an e-mail directed to Licensee if there is reason to believe that an e-mail contains damaging software (viruses, worms, Trojans, etc.), the sender information is incorrect or is encrypted or when there is a case of unsolicited or encrypted commercial communications (spam).
Article 9 Credits & SMS text messages
9.1. The license holder can enable sms in the Holiday Hero back office if the license holder has a valid agreement for usage of the software. By enabling SMS, you will be charged per message segment based on Messagebird´s pricing model. You will be assigned a number that will be used for all SMS Messaging in Holiday Hero. Prices are per-message segment and vary by country & carrier. Individual SMS message prices are rounded up to the nearest cent. Click here for complete pricing details.
9.2 The prices are excluding VAT and possible related costs are always mentioned directly in connection with the services.
9.3 Receiving text messages sent by Holiday Hero is free.
9.4 Payment of purchased credits will be included in the subscription invoice at the end of each month.
9.5 Holiday Hero has the right to reject visitors and license holders and to remove license holders when complaints are made or when the services offered by Holiday Hero are abused.
Article 10 Obligations of the licensee
10.1 Licensee undertakes to state all data that Holiday Hero desires completely and correctly and to promptly inform Holiday Hero of changes.
10.2 Licensee undertakes to provide Holiday Hero with the correct account number that is identical to the account number on which Licensee receives payments from Payment Service Provider(s).
10.3 Licensee must make back-ups on other data carriers of all data that it sends to Holiday Hero servers, which are not present at Holiday Hero. In case of loss of data, Licensee shall again transfer the data files concerned to the server of Holiday Hero free of charge.
Article 11 Rules of conduct
11.1 Licensee is not permitted to use the service, the system and/or the disk space for processes and/or acts that conflict with applicable legal provisions, the guidelines of the Advertising Code Commission (Reclame Code Commisssie), the agreement or these general terms and conditions. This includes, but is not limited to, the following processes and acts:
Spamming: the sending of large quantities of unsolicited e-mails with the same content and/or the unsolicited news group posting of a message with the same content in large amounts on the Internet. Also included here is spam that is sent via every other provider with reference to a website, e-mail address or other service at Holiday Hero;
Committing an infringement on copyrighted works or the otherwise acting in conflict with intellectual property rights of third parties;
Making public or spreading child pornography;
sexual intimidation or the harassing of persons in another way;
Hacking: accessing of other computers or computer systems on the Internet without having acquired permission;
Any other fraudulent conduct.
11.2 If Licensee breaches one of these rules of conduct or if there is any suspicion that licensee is breaching the rules of conduct, Holiday Hero is entitled at the discretion of Holiday Hero to deny Licensee the use of the service, to block the Internet pages concerned, to block the in/out boxes on the mail server and/or to fully or partially refuse access to the service.
11.3 When it has been made plausible that rights of third parties have been breached by the use of the service, the content of an Internet presentation, other stored data on a server of Holiday Hero or by the use of a domain as such, or when it has to be considered as probable on the basis of objective evidence that legal provisions are breached by the domains or the content of Internet presentations, Holiday Hero can deny Licensee the use of the service or block the Internet page(s) or server(s) concerned, for as long as the infringement or a conflict between Licensee and a third party regarding the infringement continues.
Article 12 Exclusions and force majeure
12.1 The availability of the Holiday Hero servers and the data channels to the access point to the Internet (backbone) amounts to an average of at least 99.99% per calendar year. However, limitations or impediments to the provision of services can occur that lie outside the sphere of influence of Holiday Hero. If Holiday Hero, as a result of these limitations or impediments or other forms of force majeure, is impeded with complying with the agreement, it is entitled to suspend the carrying out of the agreement. The Licensee has in that case no right to damage, costs or interest compensation.
12.2 Limitations, impediments or force majeure includes the following: technical terms and conditions of the Internet beyond the influence of Holiday Hero, impediments as a result of the hardware and software that Licensee uses or caused by the technical infrastructure it uses, disruptions to the electricity provision, strikes, fire, accident or staff illnesses, natural disasters, Denial of Service attacks, unforeseen problems by Holiday Hero and every other circumstance that is not exclusively dependent on the will of Holiday Hero.
Article 13 Guaranty and complaint
13.1 Holiday Hero guarantees the reliability of the service that it delivers in accordance to what Licensee may in all reasonableness expect based on the agreement. Nevertheless, if defects occur in the service that Holiday Hero delivers as a result of programming and/or design errors, then it shall repair or have these defects repaired or apply a reasonable price reduction, this at its own discretion and solely upon the judgment of Holiday Hero.
13.2 Defects in the security of the data of the Licensee stored on the systems of Holiday Hero, defects as a result of acts of Licensee itself or of other licensees or Internet users, as a result of changes in dial-up numbers, login procedures, account and/or e-mail addresses or other changes, fall outside the guarantee and are for the account and risk of Licensee.
13.3 Licensee must closely inspect the delivered services immediately after activation at the risk of every right to complaint and/or guarantee lapsing.
13.4 Complaints do not suspend the payment obligations of Licensee.
Article 14 Payment
14.1 The license fee will be invoiced ahead of period. The Licensee is required to register for a stripe account and finish all necessary steps in order to receive and send money within the Holiday Hero Platform. Licensee will have a direct relationship / agreement with our partner Stripe. Holiday Hero is not liable for any direct or indirect damage, in whichever form and for whatever reason resulting from information and/or advice that Holiday Hero has provided.
14.2 Holiday Hero will automatically send an invoice and charge from the Licensee´s Stripe account within 14 days. Payments by Licensee can either occur via debit from its credit card or via direct debit; the preferred payment method can be connected in the Licensees Stripe account. The authorization to debit from the credit card or direct debit applies for all amounts due in accordance with the agreement.
14.3 For every failed attempt to charge the credit card and for every failed attempt to debit cash via direct debit, Licensee is liable to pay administration costs to the sum of € 20 to Holiday Hero.
14.4 Holiday Hero has at all times the right to demand a full or partial payment in advance and/or to acquire security of payment in another way.
14.5 Holiday Hero places a prepared electronic invoice in the backoffice of the software platform for every payment or sends an invoice by way of e-mail, this is free of charge.
14.6 If payment is not received on time, Licensee is liable without giving further notice of default to an interest payment of 6.5% over the invoice amount per month, calculated from the due date up to and including the day of payment.
14.7 All costs related to the collection are for the account of Licensee. The extrajudicial collection costs amount to at least 15% of the sum to be collected with a minimum of €200.
14.8 Licensee relinquishes any right of settlement of mutual amounts due.
14.9 If no timely and/or complete payment of the license fee is received, Holiday Hero is entitled to deny Licensee the use of the service, to block Internet pages and app used for the service and to refuse access to the service.
14.10 Holiday Hero offers the possibility for Licensee to pay the License fee 6, 12, 24 or 36 months in advance on a fixed price based excluding use based costs.
14.11 The License fee shall include, in the case of prepayment, all services purchased during the demo-period.
14.12 Apps purchased after the demo-period will be invoiced monthly.
14.13 If Licensee is contemplating to cancel the direct debit, Licensee must consult Holiday Hero before doing so.
Artikel 15 Holiday Hero and Stripe
15.1 Holiday Hero B.V. has a cooperation with Stripe Inc., in which Stripe Inc. takes care of the payments and financial transactions. Holiday Hero cannot be held liable, as described in article 17 of these General Terms and Conditions, related to any payments and financial transactions.
15.2 Stripe Inc. is supervised by the European authorities and will regulate any liability related to the payments and financial transactions in a separate contract, which is usual in other online payment methods and financial transactions.
Article 16 Advice
16.1 All advice that Holiday Hero gives and notifications and statements that Holiday Hero provides concerning, amongst others, the characteristics of the services to be provided by Holiday Hero are entirely free of obligation and are provided by Holiday Hero as non-binding information. Hereby Holiday Hero does not provide any guarantee.
16.2 Holiday Hero is not liable for any direct or indirect damage, in whichever form and for whatever reason resulting from information and/or advice that Holiday Hero has provided. Licensee indemnifies Holiday Hero against all claims from third parties, unless there is case of intentional act or gross negligence on behalf of Holiday Hero.
Article 17 Liability
17.1 Other than what is determined in Article 13, Licensee has no claim towards Holiday Hero whatsoever as a result of defects in or in relation to the services that Holiday Hero has delivered.
17.2 Holiday Hero is never liable for damage resulting from disruptions in or blocking of (the access to) the service or the Internet, immaterial damage, consequential loss, loss from stagnation, loss of profits and all other consequential damage or indirect damage resulting from whatever nature, unless there is case of gross negligence or intentional act on behalf of Holiday Hero.
17.3 Specified terms have been roughly established and are not to be considered as strict deadline. Holiday Hero is not liable in the event specified terms are exceeded.
17.4 In all cases in which Holiday Hero is obliged to pay compensation, this shall never exceed the license fee that the Licensee has paid over the last 12 months. If the damage is covered by the business liability insurance of Holiday Hero, the compensation shall furthermore never exceed the sum that in the instance concerned is actually reimbursed by the insurer.
17.5 Every claim against Holiday Hero, unless Holiday Hero recognizes these, lapses by the mere expiry of 12 months after the inception of the claim.
17.6 Licensee indemnifies Holiday Hero against all third party claims in relation to the carrying out of the agreement by Holiday Hero.
Article 18 Privacy
18.1 Holiday Hero respects the privacy of Licensee. Holiday Hero shall process the personal data of Licensee in accordance with the applicable privacy legislation and with the Privacy statement that can be viewed on the Holiday Hero website. Licensee consents to this processing of its personal data. Holiday Hero has the right, without giving prior consent, to use the Holiday Hero software platform and app and/or brand of the Licensee as a reference to the webshops made by Holiday Hero.
Article 19 Concluding provisions
19.1 All disputes between Holiday Hero and Licensee shall be exclusively settled by the competent court in the district of Amsterdam, the Netherlands. In derogation of this Holiday Hero is competent to apply to the court of the place of residence/place of business of Licensee.
19.2 All agreements that Holiday Hero concludes are exclusively governed by the law of the Netherlands Holiday Hero, 2023
Article 20 Unilateral modification clause
20.1 Holiday Hero reserves the right to unilaterally modify these General Terms and Conditions if Holiday Hero has valid grounds therefore which are justified by standards of reasonableness and fairness. Holiday Hero will give the Licensee notice of any modification of the terms on the Holiday Hero website.