ARTICLE 1. | DEFINITIONS

In these general terms and conditions, the following terms, always capitalised, are used in the following sense.

The Fully Bookers: the user of these general terms and conditions, located at Binckhorstlaan 36-C233, 2516BE in The Hague, registered in the Trade Register under Chamber of Commerce number 75533138.
Other party: any natural person, at least acting in the exercise of a profession or business, or legal entity, with whom The Fully Bookers has entered into or intends to enter into an Agreement.
Agreement: the agreement entered into between The Fully Bookers and the Other Party, by which The Fully Bookers has undertaken towards the Other Party to provide Services.
Services/Services: all services to be provided and/or work to be performed by The Fully Bookers under the Agreement, which may include, but is not limited to, one or more of the following performances:

- - the delivery and installation of a Website manufactured according to the specifications of the Other Party, including hosting and maintenance and support services;
- - hosting;
- - maintenance and/or support services.

Website: the website produced for the Other Party under the Agreement, or at least made available to the Other Party, or the already existing Website of the Other Party to which the Services relate.
Content: all content posted and/or disclosed on the Website, which may include, but is not limited to, texts, logos, images and videos.
In writing: communication in writing, communication by e-mail or any other means of communication that can be equated with this in view of the state of the art and common practice.

ARTICLE 2. | GENERAL PROVISIONS

These general terms and conditions apply to any offer made by The Fully Bookers and any Agreement concluded.
These general terms and conditions also apply to Agreements for the execution of which third parties are engaged by The Fully Bookers.
The applicability of the Other Party's general terms and conditions, if any, under whatever denomination are expressly rejected.
The provisions of these general terms and conditions may only be deviated from expressly and In Writing, such as by means of the contract signed by the Other Party or the offer prepared for that purpose by The Fully Bookers. If and to the extent that the provisions of these general terms and conditions deviate from what the parties have expressly agreed in Writing, that which the parties have expressly agreed in Writing shall apply.
Destruction or nullity of one or more of the provisions of these general terms and conditions or the Agreement as such shall not affect the validity of the remaining clauses. In such a case, the parties are obliged to enter into mutual consultation in order to reach a replacement arrangement in respect of the affected clause. In doing so, the purpose and purport of the original stipulation will be observed as much as possible.

ARTICLE 3. | OFFER AND FORMATION OF THE AGREEMENT

Any offer made by The Fully Bookers to the Other Party (including its quotations) is without obligation. The Fully Bookers is never obliged to enter into an Agreement with the Other Party and may revoke its offer until immediately after the Agreement has been concluded.
Each Agreement, without prejudice to the provisions of paragraph 1, comes into effect upon the Other Party accepting The Fully Bookers' offer in the manner indicated by The Fully Bookers for that purpose, or, where desired, digitally signing it. However, in case the Agreement also provides for the supply of a Website, the Agreement shall only be concluded upon the moment that the contract made available by The Fully Bookers for that purpose has been signed and returned to The Fully Bookers' possession by the Other Party.
If the Other Party concludes the Agreement on behalf of another natural person or legal entity, it declares by entering into the Agreement that it is authorised to do so. The Other Party is jointly and severally liable alongside this (legal) person for the fulfilment of all obligations arising from that Agreement.

ARTICLE 4. | CONTENT OF AGREEMENTS IN GENERAL

The Fully Bookers undertakes towards the Other Party only those Services which have been expressly agreed in Writing. Any Services or agreements agreed by the parties only after the Agreement has been concluded shall not be binding on The Fully Bookers until The Fully Bookers has confirmed them to the Other Party by e-mail.
In case the Agreement also provides for the provision of a Website, the Website will be hosted by the intervention of The Fully Bookers throughout the duration of the Agreement. The Other Party, upon entering into the Agreement, also has the choice whether or not to have the domain name of the Website registered through the intervention of The Fully Bookers. The Other Party only acquires a non-exclusive right of use in respect of the Website during the term of the Agreement.

Duration and termination of the Agreement

The Agreement shall be entered into for the specific term expressly agreed upon in Writing. Unless the Agreement has been timely terminated in accordance with the provisions of the following paragraph, the Agreement shall be tacitly renewed for an indefinite period after the expiry of the agreed term.
The Agreement shall terminate by giving one month's written notice, but not before the initial specified term has expired. Notice of termination shall be given by the end of the month. Notice of termination by the Other Party must be given by e-mail (opzegging@thefullybookers.com) to be done.
The Other Party may terminate the Agreement prematurely and move any domain name registered through the intervention of The Fully Bookers to another hosting provider. Unless expressly agreed otherwise in Writing, or the Services do not relate to a Website made available by The Fully Bookers, the Website as such, including Content, cannot be moved. In the event of early termination of the Agreement by the Other Party, the remaining payments in respect of the remaining term of the Agreement are immediately due and payable. Furthermore, in case of a domain name transfer, The Fully Bookers is entitled to claim a further to be agreed but reasonable fee for transfer of the domain name. The Fully Bookers shall provide the Other Party with a final invoice to that effect. The Agreement shall in such case continue until this invoice is paid in full. In case of a domain name transfer, The Fully Bookers provides the Other Party with the transfer code free of charge, provided the aforementioned invoice has been paid in full.
After the termination of the Agreement for whatever reason, The Fully Bookers has no obligation to store any Content on the Website. With regard to Content uploaded by the Other Party itself, the Other Party is required to make a timely back-up thereof for possible reuse after termination of the Agreement. With regard to Content introduced by or on behalf of The Fully Bookers, the Other Party does not acquire the user rights and intellectual property rights to such Content. Such Content may therefore not be used by the Other Party in any manner whatsoever after termination of the Agreement.

ARTICLE 5. | OBLIGATIONS OF THE OTHER PARTY

The Other Party is obliged to always provide The Fully Bookers with all information (including any Content), which is reasonably relevant for the performance of the Agreement, as soon as possible as required for the (further) performance of the Agreement, in full and in the manner prescribed by The Fully Bookers for that purpose, if any. The Other Party guarantees the accuracy of all information provided by it to The Fully Bookers.
The Other Party shall furthermore always provide The Fully Bookers with all cooperation required for the performance of the Agreement, including the granting of all powers and authorisations necessary for the proper performance of the Agreement. The Other Party shall take all reasonable measures to optimise the performance of the Agreement.
If The Fully Bookers provides delivery instructions with regard to the provision of data by the Other Party, these instructions must be strictly observed.

ARTICLE 6. | THIRD PARTIES

The Fully Bookers is authorised at all times to outsource all or part of the execution of the Agreement to third parties. Hosting and any domain name registration will in any case be fully outsourced to third parties. The applicability of articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is excluded.
The Fully Bookers shall never be liable for any damages resulting from errors or shortcomings of the third parties engaged by it in the performance of the Agreement, provided that The Fully Bookers shall, insofar as it may reasonably be required to do so, endeavour to claim from these third parties rectification of any errors or shortcomings attributable to them.
It is possible that the third parties engaged by The Fully Bookers in the performance of the Agreement may wish to limit their liability in this respect or impose additional (general) conditions under which they provide their services. The Fully Bookers assumes, and if necessary hereby stipulates, that the Agreement entered into with it, includes the authority to accept such limitation of liability or such terms and conditions also on behalf of the Other Party.

ARTICLE 7. | DESIGN OF WEBSITES

If and to the extent that the Agreement provides for the provision of a Website, this article shall apply.
The Website is produced on the basis of a template used by The Fully Bookers and in accordance with what is stated in the contract signed by the Other Party, including the specifications as laid down by the parties in the intake form made available by The Fully Bookers.
The Other Party receives a draft design of the Website and is entitled to one round of corrections free of charge with respect to the texts on the Website. Adjustments other than textual corrections are considered as additional work. The Other Party's approval of the draft design leads to the final Website. Any corrections desired by the Other Party that fall outside the scope of the free correction round are therefore not included in the agreed price. The parties may agree that any further corrections desired by the Other Party will be carried out at the agreed hourly rate for additional work.
Upon delivery of the concept of the Website, the Other Party must examine within seven days whether it wishes corrections to the concept, and must notify The Fully Bookers within this period, failing which the Other Party shall be deemed to accept the Website as final. If the Other Party does not timely request corrections to the Website, no obligation arises for The Fully Bookers from such request by the Other Party.
Deviations between, on the one hand, the realised final Website and, on the other hand, what has been expressly agreed in Writing cannot be a reason for rejection, compensation, rescission of the Agreement or damages, if they are of minor importance. Deviations which, taking all circumstances into account, do not reasonably have any or a minor influence on the usage value of the Website, are always deemed to be deviations of minor importance. However, at the request of the Other Party and under the conditions set for that purpose, the corrections referred to in paragraph 2 shall be carried out free of charge, or if such can reasonably be required of The Fully Bookers, corrections at the agreed hourly rate for additional work.

ARTICLE 8. | TERMS

All execution and completion deadlines to which The Fully Bookers has committed itself vis-à-vis the Other Party are at all times indicative, non-fatal deadlines. The Fully Bookers' default shall not commence until the Other Party has given The Fully Bookers Written notice of default, which notice of default shall specify a reasonable period within which The Fully Bookers may still fulfil the obligation in question and the fulfilment thereof has still not been effected after the expiry of the last-mentioned period. The aforementioned periods do not commence until The Fully Bookers has received from the Other Party all information required for the performance or delivery.

ARTICLE 9. | FORCE MAJEURE

The Fully Bookers is not obliged to fulfil any obligation under the Agreement if and for as long as it is prevented from doing so by a circumstance that cannot be attributed to it under the law, a legal act or generally accepted practice.
To the extent that the force majeure situation makes fulfilment of the Agreement permanently impossible, the parties are entitled to dissolve the Agreement with immediate effect.
If The Fully Bookers has already partially fulfilled its obligations upon the occurrence of the force majeure situation, or can only partially still fulfil its obligations, it shall be entitled to separately invoice the already fulfilled part, or executable part of the Agreement as if it were an independent Agreement.
Damage caused by force majeure shall never be eligible for compensation, without prejudice to the application of the previous paragraph.

ARTICLE 10. | SUSPENSION AND DISSOLUTION

The Fully Bookers is, if the circumstances of the case reasonably justify it, authorised to suspend the execution of the Agreement or to dissolve the Agreement in full or in part, with immediate effect, if and insofar as the Other Party fails to fulfil its obligations under the Agreement, or fails to do so on time or in full, or if, after the conclusion of the Agreement, circumstances come to The Fully Bookers' knowledge give it good reason to fear that the Other Party will not fulfil its obligations. If the fulfilment of the Other Party's obligations in respect of which it fails or threatens to fail is not permanently impossible, the authority to dissolve the Agreement only arises after the Other Party has been given notice of default in writing by The Fully Bookers, which notice of default specifies a reasonable period within which the Other Party may (as yet) fulfil its obligations, and the fulfilment has still not been effected after the expiry of the last-mentioned period. With regard to the non-fulfilment, late fulfilment or incomplete fulfilment by the Other Party of its payment obligations within the framework of an Agreement that (also) provides for hosting, the following applies:

In case the Other Party, despite a notice of default to that effect, fails to settle an outstanding payment, The Fully Bookers is entitled to suspend the Other Party's access to the backend of the Website. If, despite a Written warning, the outstanding payment is still not received by The Fully Bookers within seven days thereafter, The Fully Bookers is entitled to block incoming and outgoing e-mail traffic via the relevant domain. The Website may be taken offline by The Fully Bookers if the Other Party subsequently, despite another Written warning, remains in default of its payment obligation for another seven days. Then The Fully Bookers is also entitled to terminate the Agreement.

If the Other Party is in a state of bankruptcy, has applied for (provisional) suspension of payment, the Natural Persons Debt Rescheduling Act has been declared applicable to it, any attachment has been levied on its goods or in cases where the Other Party cannot freely dispose of its assets in any other way, The Fully Bookers is entitled to terminate the Agreement with immediate effect.
The Other Party shall never claim any damages in connection with the right of suspension or dissolution exercised by The Fully Bookers pursuant to this article.
The Other Party is obliged to compensate The Fully Bookers for any damage suffered by The Fully Bookers as a result of the suspension or dissolution of the Agreement.
If The Fully Bookers dissolves the Agreement under this article, all claims against the Other Party shall become immediately due and payable.

ARTICLE 11. | PRICES AND PAYMENTS

The offer of The Fully Bookers or the contract signed by the Other Party, shall state the price factors as accurately as possible. The prices do not include the price of any Services to be further agreed between the parties that go beyond the content and scope of what the parties have expressly agreed in Writing. Such additional Services shall be provided at the agreed hourly rate for additional work. If no such rate for additional work has been expressly agreed in Writing, the hourly rate usually charged by The Fully Bookers for such additional work shall apply. Outside the scope of the content and scope of the Agreement is at all times the performance of repairs to the Website in connection with defects attributable to the Other Party.
All amounts stated by The Fully Bookers and owed by the Other Party are exclusive of VAT, unless expressly stated otherwise in Writing.
If and insofar as the Agreement provides for the delivery of a Website, the one-off investment as referred to in the relevant contract shall be invoiced upon or shortly after entering into the Agreement. Payment thereof shall be made by bank transfer, within 14 days from the invoice date.
The monthly subscription fee as stated in the contract referred to in the previous paragraph, as well as the quarterly instalments within the framework of Agreements that do not provide for the supply of a Website, shall be paid by direct debit if the Other Party has provided The Fully Bookers with a standing authorisation to that effect. In the absence of such authorisation, payment must be made by bank transfer, always within 14 days of the invoice date.
The costs of any additional Services as referred to in paragraph 1 shall be determined on the basis of subsequent calculation and must be paid by transfer, within 14 days of the invoice date. Complaints regarding the amount of these invoice amounts must be submitted In Writing to The Fully Bookers within seven days of the invoice date, failing which the Other Party's right to still object in this respect shall lapse.
The Fully Bookers is entitled to increase the monthly subscription fee, as well as the applicable hourly rate for additional work, annually per 1 January. In that case, an increase is determined by multiplying the last applicable rate by a fraction whose numerator is the index figure applicable to the month of October preceding the increase and whose denominator is the index figure applicable to the month of October of the preceding year. The index figures are the price index figures of family consumption (CPI), all households, published by Statistics Netherlands.
Price changes resulting from changes in VAT rates may be passed on to the Other Party at any time and with immediate effect.
The Fully Bookers is entitled to make invoices due to the Other Party available to it exclusively by e-mail.
If the Other Party is in a state of bankruptcy, the Natural Persons Debt Rescheduling Act is declared applicable to it, any attachment is levied on its goods or in cases where the Other Party cannot freely dispose of its assets in any other way, the claims of The Fully Bookers against the Other Party shall become immediately due and payable.
If, with regard to amounts to be collected automatically, the payment authorisation is withdrawn by the Other Party, or if a payment cannot be collected automatically while an authorisation has been issued, The Fully Bookers is entitled to charge the Other Party administration costs, to be reasonably determined, and to claim the outstanding payment, as well as future payments, including these administration costs, by means of a transfer. In this case, payment must be made within the period stated on the relevant invoice.
If the Other Party does not fulfil its payment obligations in time, it shall be in default by operation of law without further notice of default being required. From the day the Other Party is in default, the Other Party shall owe contractual interest of 2% per month, whereby a part of a month shall be considered a full month.
All reasonable costs incurred to settle amounts due in respect of which the Other Party is in default, such as (extra)judicial and execution costs, shall be for its account.

ARTICLE 12. | LIABILITY AND INDEMNIFICATION

The Fully Bookers makes every effort to optimise the proper functioning of the Website and to keep it free of harmful files. However, The Fully Bookers cannot guarantee the continuous correct operation of the Website. Furthermore, The Fully Bookers cannot guarantee the absence of breaches of Website security. However, The Fully Bookers makes every effort, within its capabilities, to remedy such breaches or restore proper functioning as soon as possible, but without being liable to the Other Party for any damages incurred in connection with such breaches or improper functioning.
The Fully Bookers has no influence on the continuous availability of hosting services, as these Services are purchased from third parties (hosting providers). The Fully Bookers is not liable for damages resulting from shortcomings of hosting providers and domain name registrars.
The hosting provider and The Fully Bookers are entitled to suspend the hosting of the Website if it appears that the Website poses a danger to the server and/or other websites hosted on the server. No liability arises for The Fully Bookers in this regard.
The Fully Bookers bears no liability for damage in connection with, or damage caused by, an inaccuracy or incompleteness in the data provided by the Other Party, including any Content, any other shortcoming in the fulfilment of the Other Party's obligations under the law or the Agreement, as well as any other circumstance that cannot be attributed to The Fully Bookers.
Barring wilful intent and deliberate recklessness on its part, The Fully Bookers can never be held liable for any damage resulting from loss, loss, substitution or damage to data or any other data whatsoever. Loss of data is prevented as much as possible by making backups of the Website, however, in exceptional cases, backups cannot be restored or cannot be restored in conformity with the original, in which case The Fully Bookers accepts no liability.
The Fully Bookers is not liable for damages resulting from failures or maintenance to be performed on servers or other systems on which The Fully Bookers' Service depends.
Without prejudice to the provisions of the rest of these general terms and conditions, liability of The Fully Bookers for remediable shortcomings does not exist until after the Other Party has given The Fully Bookers the opportunity to remedy such damage, failing which there shall be no liability for The Fully Bookers in this regard.
The Fully Bookers is not obliged to ascertain whether any Content supplied by the Other Party for the performance of the Agreement is lawful, correct and complete. Consequently, The Fully Bookers does not accept any liability for the processing of such Content in the performance of the Agreement. The Other Party indemnifies The Fully Bookers against all claims by third parties based on the assertion that the Content supplied by the Other Party for the performance of the Agreement is unlawful, incorrect or incomplete.
The Fully Bookers is never liable for infringement of (intellectual property) rights of the Other Party by third parties.
The Fully Bookers is never liable for indirect damages, including loss of profit, incurred losses and damages resulting from business interruption. The Fully Bookers shall, without prejudice to the provisions of the rest of these general terms and conditions and in particular the provisions of the following paragraph, only be liable to the Other Party for direct damage suffered by the Other Party as a result of an attributable shortcoming of The Fully Bookers in the fulfilment of its obligations under the Agreement. An attributable shortcoming is to be understood as a shortcoming that a good and careful professional can and should avoid, all this with due observance of normal attentiveness and the professional knowledge and means required for the execution of the Agreement.
The Fully Bookers' liability shall, barring intent and wilful recklessness on its part, be limited to no more than the invoice value of the Agreement, or at least to that part of the Agreement to which The Fully Bookers' liability relates, provided that The Fully Bookers' liability shall never exceed the amount actually paid out in the relevant case under The Fully Bookers' liability insurance taken out, plus any excess applied by The Fully Bookers under that insurance. In case the Agreement has already had a duration of more than 12 months, only the invoice value over the last 12 months of the Agreement shall be taken into account for the determination of the invoice value as referred to in the previous sentence.
A condition for the creation of any right to compensation is that the Other Party has reported the damage in Writing to The Fully Bookers immediately after its discovery.
The limitation period for all legal claims against The Fully Bookers is one year.
The Other Party indemnifies The Fully Bookers against any claims and demands made by third parties for damages whose cause is attributable to parties other than The Fully Bookers. Should The Fully Bookers be sued by third parties on this account, the Other Party is required to assist The Fully Bookers both extra-judicially and judicially, and immediately do all that may reasonably be expected of it in that case. Should the Other Party fail to take adequate measures, The Fully Bookers is entitled, without notice of default, to do so itself. All costs and damages incurred on the part of The Fully Bookers and/or third parties as a result, shall be entirely at the expense and risk of the Other Party.

ARTICLE 13. | INTELLECTUAL PROPERTY

The Fully Bookers or its licensor reserves all rights and powers of intellectual property to which it is entitled under the law, such as the Copyright Act. Ownership of the Website delivered by or on behalf of The Fully Bookers, as well as any Content produced by or on behalf of The Fully Bookers, remains with the creator.
If and for as long as the Other Party remains in full compliance with its obligations under the Agreement, it, or its legal successor, acquires a licence to use the Website delivered by or on behalf of The Fully Bookers and any Content produced by or on behalf of The Fully Bookers for the purposes provided for in the Agreement.
The parties may subsequently agree in Writing that the Other Party buys out rights of intellectual property of The Fully Bookers to the supplied Website and/or produced Content. By means of a licence fee or royalty fee, an agreed form of use can be laid down in order to enable the Other Party or its legal successor to use it outside the purposes of use as referred to in the previous paragraph.
Unless expressly agreed in Writing, the Agreement does not include conducting research into the existence of patent rights, trademark rights, drawing or model rights, copyrights and portrait rights of third parties. The same applies to any investigation into the possibility of such forms of protection for the Other Party.

ARTICLE 14. | FINAL PROVISIONS

Each Agreement and all legal relationships arising therefrom between the parties shall be governed exclusively by Dutch law.
Before any recourse to the courts, the parties are obliged to make every effort to settle the dispute by mutual agreement.
Only the competent court within the district of The Fully Bookers' place of business shall be designated to hear any legal disputes between the parties.

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