Terms and Conditions

These toolshero general terms and conditions (v1.0) consist of three parts:

1. General terms
2. Additional terms for consumers
3. Additional terms for business subscribers

PART I: General terms

Section 1 – Definitions

Offer
Any offer by Toolshero to enter into a Subscription Agreement.

Subscriber
The natural person or legal entity with whom Toolshero concludes a Subscription Agreement.

Subscription Agreement
Any agreement between Toolshero and a Subscriber that entitles the Subscriber to receive, against payment of the applicable subscription rate, the agreed subscription during the contract period. This also includes – depending on the Subscription Agreement – some Service(s) offered by Toolshero.

Terms and conditions
The general terms and conditions.

Service
All current and future electronic or digital services offered by Toolshero that may or may not be part of a Subscription Agreement, including but not limited to the Website, all digital applications, digital news facilities and archives, and all subscriptions offered by Toolshero that are used by natural or legal persons. Certain Services can only be accessed by those who have entered into a Subscription Agreement.

Initial Term
The first term starting when the subscription starts according to the Subscription Agreement and which term continues for the period agreed between Toolshero and the Subscriber in the Subscription Agreement.

Toolshero
trading under the name(s): Toolshero / Mood Internet B.V.
Visiting address: Meent 106, Rotterdam, the Netherlands (Europe)
E-mail: info[at]toolshero.com
Chamber of Commerce number: 70282005

Website
The website(s) managed by Toolshero.

Section 2 – Applicability

2.1. All Offers, Subscription Agreements and any use of Toolshero’s Services are subject to the General Terms and Conditions, insofar as they have not been deviated from in accordance with Article 2.7.

2.2. The General Terms expressly do not apply to, among other things, but not exclusively, agreements to place an advertisement or to place a guest post or to supply articles, formats, etc. to be used on the website.

2.3. In addition to PART I of the General Conditions, depending on the nature of the Subscriber, PART II or PART III shall also apply. In case of conflict between the different parts, the special part shall prevail over the general part. In case of conflict between the General Terms and Conditions and the Subscription Agreement, the Subscription Agreement shall prevail.

2.4. The General Terms and Conditions are made available on the Website. Upon request, Toolshero will send a copy of the General Terms and Conditions free of charge.

2.5. By entering into the Subscription Agreement and using the Services, the Subscriber declares to be familiar with and agree to the General Terms and Conditions. The Subscriber will be reminded of these General Terms and Conditions when entering into the Subscription Agreement. Toolshero explicitly rejects the applicability of the Subscriber’s General Terms and Conditions, however named.

2.6. Without Toolshero’s prior written consent, the Subscriber is not entitled to transfer his rights or obligations from the Subscription Agreement or from the use of the Services to third parties.

2.7. Toolshero has the right to change the General Terms unilaterally. Toolshero will announce a proposed amendment on the Website. The amended General Terms and Conditions will apply to all existing and future Subscription Agreements from the effective date, even if they were concluded before the amendment of the General Terms and Conditions.

2.8. In cases not provided for in the relevant Subscription Agreement and the General Terms and Conditions, Toolshero will make arrangements according to reasonableness.

2.9. The (whole or partial) invalidity or non-bindingness of one or more provisions of the General Terms and Conditions does not affect the validity or bindingness of the remaining provisions. If it would appear that a provision is invalid or non-binding, Toolshero and the Subscriber will replace the invalid or non-binding part with a provision that is valid and binding and whose legal consequences, given the content and scope of the provision in question, correspond as much as possible to those of the invalid or non-binding part of this provision.

Section 3 – Offers and subscription rates

3.1. All Offers of Toolshero that are addressed to a specific person or specific company are always one-off, non-binding and only valid for the period stated in the Offer. If no term is explicitly mentioned, an Offer is valid for 14 days.

3.2. The Subscription Agreement can be concluded in writing and electronically. Toolshero shall confirm the establishment of the Subscription Agreement in writing or electronically to the Subscriber.

3.3. Toolshero is entitled to refuse a request to enter into a Subscription Agreement without giving reasons, or to attach additional conditions to the conclusion of the Subscription Agreement.

3.4. Toolshero is entitled to change subscription rates.

3.5. The rates stated in Offers do not apply to Subscription Agreements already in force or to be renewed, unless Toolshero has explicitly stated otherwise in the Offer.

Section 4 – Payment

4.1. Payment is made by direct debit. By making the first payment, the Subscriber agrees that Toolshero will collect the subscription fee due from the Subscriber by direct debit each time within the specified period (weekly, monthly or annually). The direct debit is carried out via the means of payment specified by the Subscriber (credit card or PayPal).

4.2. Changes regarding the method of payment must be made known to Toolshero by the Subscriber.

4.3. Questions regarding invoices for the Subscription Agreement should be directed to Toolshero’s customer service no later than 8 days after receipt of the invoice.

Section 5 – Address and other Subscriber data

5.1. The Subscriber shall ensure that all data, which Toolshero indicates are necessary, or which the Subscriber should reasonably understand are necessary for the execution of the Subscription Agreement, are provided to Toolshero in good time.

5.2. The Subscriber is fully responsible for the accuracy and completeness of the information provided to Toolshero by the Subscriber.

5.3. Address changes must be communicated to Toolshero’s subscription administration no later than 5 working days before the change takes effect.

5.4. Toolshero may assume that the billing address provided as well as the delivery address are correct, until the Subscriber informs Toolshero of a new address, preferably in writing at info[at]toolshero.com.

Section 6 – Services

6.1. The Subscriber is responsible for the purchase and management of equipment, connections and software to receive and use Services (such as computers, internet connection, tablets) and is aware that Toolshero is partly dependent on the manufacturers and developers of that equipment and software. If a manufacturer or developer substantially changes its conditions, guidelines or exploitation possibilities for a certain medium, or substantially changes the equipment or software, Toolshero will make an effort to continue the provision of Services as much as possible. However, if this is not reasonably possible, or the costs are substantially increased, the Subscription Agreement can only be partially terminated by both parties with regard to the Service(s) affected by this, while maintaining the other Services from the Subscription Agreement. The termination has no retroactive effect and Toolshero is not liable to pay any damages because of this termination.

6.2. The use of Services may require certain connections, such as data or internet connections. The Subscriber must himself ensure a working connection and bear the costs thereof.

6.3. Toolshero does not grant any guarantee regarding unhindered use, absence of obstructions, absence of infringement of intellectual property rights of third parties, uninterrupted or unhindered access to the Services, nor any other guarantee not explicitly included in the General Terms and Conditions.

6.4. Toolshero will maintain and secure the Services with care. Toolshero does not guarantee that no damage can be caused in any way to equipment or software of the Subscriber. Toolshero is not liable for such damage.

6.5. The Subscriber must refrain from any use of the Services that is unlawful or may be detrimental to the interests of Toolshero, Toolshero’s affiliates, suppliers, service providers or other users of the Services. In particular, the Subscriber shall not use the Services in a way that could disable, overload, impair the Services and any associated networks, or adversely affect the user experience of any user of the Services.

6.6. Toolshero has the right to modify, interrupt, add or remove, materially change, replace or discontinue any of its Services at any time and for any reason.

6.7. Toolshero has the right to perform maintenance work on and make changes to the way of using and accessing the Services, including procedural and technical changes and changes in the delivery as well as in the content and appearance of the Services.

6.8. Toolshero is entitled to deny the Subscriber access to Services with immediate effect and without being obliged to pay any compensation, if and as soon as it has reasonable grounds to suspect that the Subscriber is using the Services in a way that violates the provisions of the General Terms and Conditions, the law or what is socially acceptable.

Section 7 – Intellectual and industrial property rights

7.1 All content and layout (including but not limited to texts, photos, logos, drawings, other images, sound fragments, films, data files, including the layout, and characteristic colour combinations, domain names) of the Product and the Services are subject to intellectual and industrial property rights. By entering into a Subscription Agreement or using the Services, the Subscriber in no way acquires any such right.

7.2 It is not allowed to publish, duplicate, scan or otherwise exploit (possibly: parts of) the roduct and the Services without Toolshero’s prior explicit and written consent unless otherwise agreed.

7.3 Various trade and brand names, logos and other signs are used in the product and Services, which are protected word or image trademarks. These are both trademarks of Toolshero, and trademarks of third parties which Toolshero is allowed to use on the basis of an agreement concluded with that party. Any use of these trade names, marks or similar symbols is strictly prohibited without the prior written consent of the owner(s) thereof.

7.4 If the Subscriber violates Toolshero’s intellectual or industrial property rights, the Subscriber shall be liable for all damages suffered by Toolshero as a result or in connection therewith.

7.5 As far as the provisions of this article relate to intellectual property rights of third parties, such as suppliers of Toolshero or advertisers, the provisions and stipulations of this article are to be regarded as third party clauses as referred to in Article 6:253 of the Civil Code.

Section 8 – Liability

8.1. If the Subscriber suffers damage due to a shortcoming in the fulfilment of the Subscription Agreement attributable to Toolshero, Toolshero will be liable for the damage as referred to in article 6:96 of the Civil Code, which is a direct and immediate consequence of this, taking into account the provisions in the following paragraphs of section 9.

8.2. Except in case the damage was caused by intent or gross negligence on the part of Toolshero or its (managerial) employees, Toolshero is in no way liable for any (consequential) damage the Subscriber suffers or might suffer as a result of the non-delivery or late delivery of the Publishing Product.

8.3. The Subscriber must report any damage to Toolshero as soon as possible and at the latest within 1 month of its occurrence.

8.4. The liability regulation in the previous paragraphs of this article also applies to third parties hired by Toolshero for the execution of the Subscription Agreement, as well as to persons for whom Toolshero or such a third party is liable.

8.5. The information in the product and on the website has been compiled carefully and to the best of Toolshero’s knowledge. However, Toolshero is in no way liable for damages, of any kind, resulting from (possible) incorrect information in the product or any other work resulting from, or related to, the product.

Section 9 – Privacy

9.1. Toolshero will treat personal data as referred to in General Data Protection Regulation in a confidential manner in accordance with the privacy statement published on the Website. The Subscriber declares to have read the privacy statement and agrees to it.

Section 10 – Applicable law and competent court

10.1. Each Subscription Agreement and each delivery of Services shall be governed exclusively by Dutch law.

10.2. The court in Rotterdam has exclusive jurisdiction in the first instance to hear any dispute arising from a Subscription Agreement, a Service or the General Terms and Conditions.

Part II: Additional terms for consumers

Here, the term ‘consumer’ means the natural person not acting in the course of a business or profession. In addition to PART I, the following additional conditions apply to consumers:

General

1.1. The Subscription Agreement is entered into for the agreed period. A Subscription Agreement can be entered into for a definite or indefinite period.

1.2. The Subscriber may terminate the Subscription Agreement during the Initial Term by the end of the Initial Term on one (1) month’s notice the Subscription Agreement may be terminated by the end of the Initial Term on one (1) month’s notice and in accordance with the provisions of clause 1.3.

1.3. The Subscriber can terminate the Subscription Agreement by e-mail via info[at]toolshero.com or himself via Toolshero’s digital customer portal (Sign in).

1.4. If a subscription, whether or not as a result of an offer by Toolshero, is changed by the Subscriber, this is considered a new Subscription Agreement with a new Initial Term in which the termination rules as described in clause 1.2 apply.

Agreement for a fixed period

1.5. A Fixed Term Subscription Agreement will be automatically renewed upon reaching the expiry date of the Initial Term for an equal period, but for a maximum of 3 months, and at the then current Subscription rate. The Subscriber may terminate the Subscription Agreement after the renewal in accordance with clause 1.3, subject to one (1) month’s notice prior to the renewal expiry date.

If the Subscriber cancels less than 1 month before the end of the Initial Term, the Subscription Agreement will be renewed once more for 3 months after the end date of the renewal.

Agreement for an indefinite period of time

1.6. After the renewal of the Initial Term to an indefinite Subscription Agreement, the regular subscription rates apply and the Subscriber may terminate the Subscription Agreement at any time in accordance with the provisions of clause 1.3. and subject to one (1) month’s notice.

Trial subscription

1.7. If Toolshero stated in the Offer that there is a trial subscription, the Subscription Agreement ends by operation of law at the expiry of the agreed term.

1.8. If the Subscriber is in default, all costs of judicial and extrajudicial collection of the amount due will be for the Subscriber’s account and he will owe Toolshero default interest in the amount of the legal interest rate on outstanding amounts without further summons or notice of default. The interest on the amount due will be calculated from the moment the default occurs until the moment the full amount due is paid.

1.9. The subscription rates stated by Toolshero are inclusive of VAT unless explicitly stated otherwise. Offers are valid only in the Netherlands unless explicitly stated otherwise.

1.10. The right to use the Services, as offered under various Subscription Agreements, and to make use of the information contained therein is personally bound to the Subscriber and may not be transferred to third parties, given in use, rented out or otherwise ceded to third parties, or shared with third parties. If Subscriber acts in violation of the provisions of this clause, he forfeits an immediately payable and non-refundable fine of 250 US dollars, without prejudice to Toolshero’s right to claim full compensation

Part III: Additional terms for business subscribers

In addition to PART I, the following additional conditions apply to Subscribers acting in the course of a business or profession:

1.1. Where in PART III reference is made to ‘User(s)’, this means the natural person who – whether employed by the Subscriber or not – as an employee or employee of the Subscriber is authorised by the Subscriber to use the Subscription Agreement and the Services that may form part thereof.

1.2. The Subscription Agreement is entered into for the agreed term, after which the Subscription Agreement will be tacitly renewed each time for 1 year. The Subscription Agreement can be terminated in writing by registered mail 3 months before the end of the current period, but cannot be terminated prematurely.

1.3. If the Subscriber defaults in the fulfilment of any obligation under the Subscription Agreement, all costs of judicial and extrajudicial collection of the amount due will be for the Subscriber’s account and he will owe Toolshero, without further summons or notice of default, default interest on outstanding amounts in the amount of the legal commercial interest rate plus 2 per cent. The interest on the amount due will be calculated from the moment the default occurs until the moment the full amount due is paid.

1.4. Toolshero is exclusively liable for direct damage of the Subscriber, caused by a shortcoming in the fulfilment of any obligation, from the Subscription Agreement including exclusively replacement damages, the reasonable costs incurred to prevent or limit such damage, the reasonable costs to establish such damage, as well as reasonable costs to obtain satisfaction out of court. Toolshero’s liability is limited to the gross amount of the most recent invoice paid by Subscriber under the Subscription Agreement. Toolshero shall never be liable for indirect damage, including consequential damage, loss of turnover and profit, damage due to business stagnation, reduced goodwill in the company, claims by third parties and property damage other than property damage or personal injury.

1.5. The subscription rates quoted by Toolshero are inclusive of VAT unless explicitly stated otherwise.

1.6. Toolshero can terminate the Subscription Agreement in writing at any time with a notice period of 1 month without being liable for any damages.

1.7. Without prejudice to Toolshero’s powers under the law and without being liable for any compensation, Toolshero will be entitled to dissolve a Subscription Agreement or the provision of Services with immediate effect, and without prejudice to the right to claim reimbursement of amounts already paid and compensation, without judicial intervention if:
(i) the Subscriber, even after notice of default (if required), fails to fulfil its obligations under the Subscription Agreement;
(ii) the Subscriber is placed in receivership;
(iii) the Subscriber files for or obtains bankruptcy or a debt restructuring arrangement or an event occurs or condition occurs that is similar to any of the aforementioned events or conditions; or
(iv) a change of circumstances occurs that no longer justifies maintaining the Subscription Agreement.

1.8. If the relationship and Subscription Agreement between Toolshero and Subscriber is terminated, for any reason or on any grounds, all claims of Toolshero against Subscriber shall be immediately due and payable and Subscriber shall immediately pay all outstanding claims to Toolshero, for which it shall be held liable in the event of failure to do so.

1.9. Upon termination of the Subscription Agreement for any reason or on any grounds, all provisions of the General Terms and Conditions regarding confidentiality and intellectual and industrial property shall remain in force.

1.10. The Subscriber waives all rights to terminate and rescind the Subscription Agreement, unless mandatory provisions dictate otherwise.

1.11. The right to use the Services, as offered under various Subscription Agreements, and to use the information contained therein is reserved and limited to the number of agreed Users and cannot be transferred, given in use, rented out or otherwise ceded to third parties or other employees or employees of the Subscriber, or shared with third parties. The Subscriber guarantees Toolshero that no employees or employees of the Subscriber other than the Users will use or have access to the Services of as agreed under the Subscription Agreement.

The Subscriber will take adequate measures to prevent unauthorised use by employees. If the Subscriber acts in violation of the provisions of this article, he forfeits an immediately payable and non-refundable fine of 5.000 US Dollars, without prejudice to Toolshero’s right to claim full compensation.