Terms and conditions of the Arenque Trading Company

The following terms and conditions apply to the agreement between Handelsonderneming Arenque, registered with the Chamber of Commerce under number 54318343 (hereinafter referred to as Service Provider) and its other party (hereinafter referred to as Publisher).

By registering on the website of Handelsonderneming Arenque, Publisher agrees to these terms and conditions.

Article 1. Nature of the Affiliate Service.
1.1. Service Provider operates a website where third parties ("Visitors") can learn about information and/or enter into agreements with Service Provider. If Visitors enter into an agreement through the Affiliation Service, it will be with the Service Provider and not with Publisher. Service Provider will indemnify Publisher against all claims by Visitors in the context of performance of this agreement.
1.2. The Publisher will perform services for the Service Provider consisting of recruiting identified Visitors who wish to enter into an agreement with the Service Provider (hereinafter: the Affiliation Service), for which Affiliation Service the Service Provider will pay Publisher a fee.
1.3. By entering into this agreement, the parties do not form a partnership, general partnership, public company, joint venture or similar partnership. Neither of the parties is authorized to enter into commitments for the other.
1.4. Publisher expressly does not make any promises or guarantees regarding numbers of Visitors, contracts concluded and the like. Such numbers in Publisher's advertisements should be construed as non-binding indications.
1.5. When registering, the Publisher should fill in the details required by the Service Provider, such as name, address, VAT number and the like, fully and truthfully. Service Provider operates a selection procedure for applications. Service Provider is entitled to refuse a submission without giving reasons.
1.6. After entering into the agreement, the Service Provider will issue a user name and password to the Publisher, which will give the Publisher access to a control panel to view campaigns and fees due. Publisher will be obliged to keep the password strictly confidential. The Service Provider is not responsible for misuse of the password and may assume that everything that is done with the user name and password provided to Publisher will be under the responsibility and risk of Publisher.

Article 2. Promotion by Publisher
2.1. The Publisher will carry out promotions for the benefit of the Affiliate Service, which may be done as he sees fit within the framework of this article. However, promotion may only take place on websites and other services under the management of Publisher.
2.2. In the promotion, Publisher may only make use of self-produced materials such as texts and images, and may not use materials of the Service Provider. This prohibition also but not exclusively relates to the trade name, trademark and logo of the Service Provider.
2.3. Publisher is not permitted to:

• Provide promotional statements of any kind to visitors that falsely suggest or create the impression that Publisher is in any way associated with the Service Provider as a dealer or partner,

• promote websites or services of an illegal nature

• to carry out promotion by means of unsolicited electronic communication via e-mail, SMS or similar medium ("spam"), even if this would be on an opt-in basis,

• display promotional or promotional communications in pop-up, pop-under or similar windows or techniques,

• display promotional or promotional communications on websites or other media that are erotic or pornographic in nature,

• display promotional or solicitation material on websites or other media that are violent or extreme in nature,

• provide promotional messages with inducements of any kind to visitors to click on the Promotional Materials or falsely present themselves as a potential customer of the Advertiser in order to increase the Publisher's fee,

• to call or have called up promotional communications by automated means, or

• displaying promotional statements in a manner that is or could reasonably be harmful to the reputation of the Service Provider.

2.4. Other Obligations of Publisher:

• Publisher shall submit the materials it wishes to use for the Affiliate Service to Service Provider for approval in advance. Service Provider may give directions which must be followed before approval is granted.

• All Visitor contact information is the property of Service Provider. Publisher may use such contact information for its own purposes only with separate opt-in.

• Publisher is prohibited from passing on (part of) the compensation received to Visitors.

• Publisher is prohibited from registering or using trade names, brand names, domain names or service user names (such as names with Facebook, Twitter or other third-party services) that contain a brand or trade name of Service Provider or that bear a confusing resemblance to it,

2.5. Publisher shall not make any statements in relation to Service Provider's offer that are inaccurate or violate relevant laws, such as laws on comparative advertising, unfair trade practices or consumer rights.
2.6. If the Service Provider gets a reasonable suspicion that the Publisher is acting in violation of the provisions of this Article, it will inform the Publisher accordingly. Publisher will then cease or desist the relevant act as soon as possible, failing which the Service Provider may terminate the agreement.

Article 3. Fee for the Affiliate Service
3.1. As the fee for the Affiliate Service, the Service Provider will owe the Publisher an amount of 3 percent of the price (excluding VAT) of the agreement entered into by a Visitor for each identified Visitor who actually enters into an agreement with the Service Provider.
3.2. A fee will become payable to Publisher when a cookie identifying Publisher is sent with the first visit of the Visitor.
3.3. No fee shall be payable if conclusion of the Agreement took place after the time of termination of this Agreement. However, a fee will be payable if only the approval referred to in the following paragraph took place after that time.
3.4. Service Provider may refuse (disapprove) a fee without giving reasons. If Service Provider does not disapprove within 30 days, the fee shall be deemed approved.
3.5. If fraud occurs, the Publisher will be liable to pay an immediately payable contractual penalty of € 100 per fraud event, maximized at € 15,000.

Article 4. Invoicing and payment
4.1. Payment of fees due will be made quarterly. However, Service Provider is entitled to suspend payment if the amount to be paid is less than € 25.00.
4.2. Service Provider will issue a credit invoice to Publisher. Invoicing will be done electronically.
4.3. The term of payment of the credit invoice will be 30 days after the date specified therein.
4.4. If the Publisher is a sole proprietor, the Service Provider will be entitled to obtain a Declaration of Independent Contractor Status (VAR) before making payment.
4.5. If the Publisher is not established in the Netherlands, the Service Provider may require a VAT number before making payment.

Article 5. Reporting
5.1. For the purpose of determining the results, the Service Provider will include a detailed report of the basis of the fees on the credit invoice.
5.2. The results as reported under the preceding paragraph will be binding unless Publisher can provide convincing evidence to the contrary.

Article 6. Limitation of Liability
6.1. The Service Provider will only be liable to Publisher for direct damage due to an attributable failure in the performance of the agreement.
6.2. There will never be any liability for indirect damage (such as consequential damage, loss of turnover and profit, loss of data and immaterial damage).
6.3. The maximum amount of damage for which the Service Provider is liable is the total compensation that has become due in the three months preceding the moment of the damaging event.

Article 7. Duration and termination
7.1. This Agreement is entered into for an indefinite period of time.
7.2. Both parties may terminate at any time.
7.3. Service Provider is entitled to suspend its obligations to Publisher if there is a suspicion that Publisher is in breach of the agreement, in any manner whatsoever, without being liable to pay any compensation. No compensation will be payable if the basis arose during the period of suspension. The suspension will end only after Publisher has removed the basis therefor to the satisfaction of Service Provider.
7.4. Service Provider is entitled to terminate the agreement with immediate effect if, in its opinion, there is a violation of a prohibition in Article 2. Upon termination in this situation, Publisher will not be entitled to payment of any outstanding compensation. After termination of the Agreement, Service Provider will pay the outstanding balance of fees in accordance with Article 4. If Service Provider terminates the agreement on the basis of fraud committed by Publisher, Service Provider will not be obliged to pay such balance to Publisher.

Article 8. Disputes and Applicable Law
8.1. The Agreement and these Affiliate Terms and Conditions will be governed exclusively by Dutch law.
8.2. Disputes between the parties that cannot be settled amicably will be brought before the competent Dutch court for the district where the Service Provider has its registered office.

Article 9. Changes and additions
9.1. Any general terms and conditions of Publisher will not form part of the agreement.
9.2. If any provision of the agreement or these affiliate terms and conditions should be contrary to applicable law, such provision will be modified in such a manner that it will be in conformity with applicable law with due regard to the purport of the relevant provision.
9.3. Service Provider shall be entitled to modify or supplement the agreement or these Affiliate Terms and Conditions with new terms and conditions. Such amendments or additions will come into effect thirty days after notification to Publisher.
9.4. If Publisher does not wish to accept an amended or supplemented condition, he should terminate the agreement within the said thirty days. If Publisher fails to do so, he will indicate his consent to the amended or supplemented condition(s).

Article 10. Other provisions
10.1. The parties will not provide information and/or make announcements to third parties about the contents of the agreement or these Affiliate Terms and Conditions, the collaboration between the parties or the results of the Affiliate Service without prior consent.
10.2. Publisher is not entitled to transfer this agreement and all its rights and obligations hereunder to a third party without separate consent of Service Provider. Service Provider is entitled to transfer this Agreement and all its rights and obligations hereunder to a third party who takes over from it the business activities under which this Agreement falls.
10.3. The version of any communication between the parties received or stored by Service Provider will be deemed to be the authentic version, unless Publisher) can prove that such version is not authentic.
10.4. If any data relevant to the Service Provider regarding Publisher changes, Publisher will immediately inform Service Provider about the same through the control panel.