General Terms and Conditions

These general terms and conditions apply to all offers, quotations, activities and agreements in the context of technical e-commerce services, including but not limited to webshops, product feeds, Channable configurations, API integrations, marketplace integrations, scraping, automations, synchronizations and technical support between Channify B.V., hereinafter referred to as Channify, and clients, respectively their successors. Registered with the Chamber of Commerce under number 84663707.

Channify shall perform the (advisory) services to the best of its knowledge and ability, and in accordance with the requirements of good workmanship. This obligation has the character of a 'best efforts obligation', as the achievement of the intended result, unless otherwise agreed, cannot be guaranteed.

Quotations are based on the information provided by the client. The client warrants that, to the best of its knowledge, it has provided all essential information for the design and execution of the work. To ensure the assignment is carried out properly and as closely as possible to the schedule, the client shall timely provide all documents and data Channify needs. This also applies to making available employees of the client's own organization who are (to be) involved in the bureau's activities. Channify is not responsible for disruptions, limitations or changes at external parties. Such matters, as well as adjustments to APIs, working methods at Shopify, Channable or a marketplace, resulting in (additional) work, are in principle considered additional work. If Channify so requests, the client shall provide Channify at its location, free of charge, with its own workspace including telephone and data network connection.

Unless otherwise indicated in the quotation, the rates and cost estimates in the quotation are inclusive of secretarial costs, travel hours, travel and accommodation costs and other assignment-related costs. If it appears from the quotation that these costs are not included, they will be charged monthly via (interim) invoicing. Interim changes in the level of wages and costs of Channify will be passed on, unless otherwise stated in the quotation.

Payment must be made within 15 days of the invoice date. After this due date, statutory interest may be charged without requiring a notice of default. If payment is not made, the bureau may suspend the execution of the assignment invoking the exception of uncertainty. If the client is in default or otherwise fails to meet one or more of its obligations, all reasonable costs of collection shall be for its account, both judicial and extrajudicial. If the assignment has been given by more than one client, all clients are jointly and severally liable for the fulfillment of the obligations as indicated in this article (regardless of the name on the invoice).

The assignment may be undertaken on a "project basis" or on the basis of an agreed hourly rate. The duration of the assignment may, besides the efforts of the advisory team, be influenced by various factors, such as the quality of the information Channify receives and the cooperation provided. Channify therefore cannot specify in advance exactly how long the lead time for executing the assignment will be. If the assignment is undertaken on a "project basis" and the quality of the information or cooperation, by the client or its employee(s), is insufficient in the opinion of the advisory team, Channify may suspend the assignment or invoice the "lost hours". This, however, always after prior written notification to the client. In financial terms, the assignment is completed once the final settlement is approved by the client. Within a period of 10 days after the invoice date, the client must inform Channify accordingly. If the client does not respond within this period, the final settlement is deemed to have been approved.

If the client wishes an audit by a registered accountant of Channify's invoice, cooperation will be provided. The costs of such an audit are for the account of the client.

Channify may, in consultation with the client, change the composition of the advisory team if it believes this is necessary for the execution of the assignment. The change may not reduce the quality of the advisory services to be provided, nor adversely affect the continuity of the assignment. A change to the advisory team may also take place at the request of the client in consultation with Channify.

The involvement or engagement of third parties in the execution of the assignment by the client or by Channify shall only take place by mutual agreement.

The client accepts that the scheduling of the assignment may be influenced if the parties agree intermediately to expand or modify the approach, methodology or scope of the assignment and/or the resulting activities. If the interim change in the assignment or its execution arises due to the client's actions, Channify shall make the necessary adjustments if the quality of the service so requires. If such an adjustment leads to additional work, it will be confirmed to the client as a supplementary assignment.

Either party may unilaterally terminate the agreement early if one of them is of the opinion that the execution of the assignment can no longer take place in accordance with the quotation and any later additional assignment specifications. This must be communicated to the other party in writing with reasons. If early termination is initiated by the client, the bureau is entitled to compensation for the resulting and demonstrable loss of capacity, using the average monthly invoice amount to date as a starting point.

Channify may only exercise its right to early termination if completion of the assignment cannot reasonably be expected due to facts and circumstances beyond its control or not attributable to it. The bureau retains the right to payment of invoices for work performed to date, whereby the provisional results of the work performed to date shall be made available to the client with reservations. Insofar as this entails additional costs, these will be charged. If either party becomes bankrupt, applies for suspension of payments or ceases operations, the other party has the right to terminate the assignment without observing a notice period, all without prejudice to rights.

Channify is obliged to maintain confidentiality of all information and data of the client vis-a-vis third parties. The bureau shall, in the context of the assignment, take all possible precautions to protect the interests of the client. The client shall not, without the bureau's permission, disclose to third parties anything about the bureau's approach, its working methods and the like, or make its report available.

Generic code, scripts, libraries, templates, models, techniques, instruments, including software, used for the execution of the assignment and incorporated in the product, advice or research result, are and remain the property of Channify. Disclosure may only take place with written permission from Channify. The client naturally has the right to reproduce documents for use within its own organization, insofar as this fits within the purpose of the assignment. In the event of interim termination of the assignment, the foregoing applies accordingly.

The client acquires, possesses and retains all ownership rights of its website and all associated own copyrights, trademarks, brands, service marks, patents, library of objects, characters, props or other property rights, which are granted to it by law.

All trademarks, service marks, brand and trade names and logos that appear on the Service and are not specifically owned by the Client, may be the intellectual property of the owners of such brands or names, and the Client may not use, modify, remove or otherwise infringe any such intellectual property rights for itself.

Neither party may, during the execution of the assignment and within one year after termination of the assignment, employ personnel of the other party or negotiate with such personnel about entering into employment, except in consultation with the other party.

The Service may contain links, or enable the Client to communicate with and use other independent websites, products or services of third parties ("Third-party Services"). Access to third-party services is provided solely for your convenience. Third-party services are not under Channify's control and it does not necessarily endorse the content, advertisements, products, services or other materials on or through such third party. Your use of Third-party Services may be subject to the terms and conditions and privacy policy of the external provider and may involve the disclosure or transfer of information about you to the external provider.

The Client must use its own judgment regarding its access, granting access to Channify, and use of and interaction with third parties.

Channify is liable for shortcomings in the execution of the assignment, insofar as these result from the bureau's failure to observe the care, expertise and workmanship that may be relied upon when providing advice, delivering products and configuring these products in the context of the assignment concerned. Any security incidents within systems or components will be reported to the Client immediately. Liability for damage caused by the shortcomings is limited to the amount of the fee that the bureau has received for its work in the context of that assignment. For assignments with a lead time longer than six months, a further limitation of the liability referred to herein applies to a maximum of the invoiced amount over the last six months.

Any claims by the client in the sense referred to herein must be submitted within 6 months after discovery of the damage.

Channify is not responsible for any Product or Professional Service displayed within the Service that originates from a source other than Channify. All matters relating to Products or Professional Services offered by Third Parties, including but not limited to, purchase terms, payment terms, warranties, maintenance and delivery, are solely between you and the third parties. We make no warranties or representations regarding Products or Professional Services by Third Parties. You shall not consider us (and we shall not be construed as) a party to such actions, regardless of whether we receive any form of revenue or other compensation in connection with such transactions, and we are not liable for costs or damages arising, either directly or indirectly, to you or any other person involved in or related to the transactions.

Indirect and consequential damages, such as loss of revenue, loss of profit, missed orders, reputational damage and marketplace sanctions are excluded to the maximum extent legally possible. Our direct liability is at all times limited to a maximum of the amount paid for the assignment in question or, where applicable, the amount paid out by our insurance.

All disputes that may arise in connection with the execution of this agreement or any further agreements resulting therefrom, shall be settled in accordance with the Rules of the Netherlands Arbitration Institute in Rotterdam.

By entering into an Agreement, the Client grants Channify permission to process its Personal Data for the purpose of executing the Agreement and for administrative and management tasks. This Personal Data is only accessible to Channify and will not be provided to third parties, unless required by law or a court ruling.

Channify implements appropriate technical and organizational measures to protect Personal Data against loss or any form of unlawful processing. These measures ensure, taking into account the state of the art and the costs of implementation, an appropriate level of security given the risks associated with the processing and the nature of the data to be protected.

The responsibility for reporting data breaches lies solely with Channify when it concerns the processing of personal data of Clients stored by Channify. If the Client, through Channify, transports Personal Data to third parties, the Client shall indemnify Channify against all legal claims by third parties based on the assertion that such Personal Data is being processed in violation of the provisions of the GDPR.

This agreement is governed exclusively by Dutch law.