Article 1: Definitions
The following definitions are used in these General Terms and Conditions, both singular and plural.
1.1. General Terms and Conditions
These general terms and conditions, hereinafter referred to as the General Terms and Conditions, irrespective of the form in which they are made known, both printed and electronic form.
1.2. Digital Services
All activities which are the subject of any negotiation, offer, quotation, agreement or other legal action in the relationship between Maglr and the User.
1.3. The User
The person legally responsible for and to whom the Maglr offer is addressed, including those with whom Maglr has entered into an agreement with or for those whose benefit the legal act is being/will be performed.
The company registered under the trade name Maglr BV, hereinafter referred to as "Maglr", listed in the Trade Register under number 62327054 and including any third parties engaged by it.
All commitments between Maglr and the User.
Article 2: Applicability
The General Terms and Conditions are applicable to and form part of all negotiations, offers, quotations, agreements and other legal acts, irrespective of whether they have been made verbally, in writing, electronically or in any other form, regarding the delivery by Maglr of Digital Services for the benefit of the User.
The General Terms and Conditions also apply to agreements that Maglr has entered into wholly or in part with third parties, as well as agreements made with the User and a third party on behalf of Maglr for the implementation of the offer, quotation, agreement or other legal act.
Maglr does not accept the applicability of any general terms and conditions of the User.
If a provision from the agreements entered into between Maglr and the User is in conflict with the General Terms and Conditions, then the provisions of the agreements prevail.
If and insofar as any provision of the General Terms and Conditions, or part of, is declared null and void or will be annulled, the other provisions, or the remaining part of said provisions, of the General Conditions remain in full force. Maglr and the User will then enter into consultation together about a new provision to replace the null and void provision, whereby the purport of the null and void provision will be observed as far as possible.
These General Terms and Conditions supersede any previously applicable General Terms and Conditions. When any changes are made to these General Terms and Conditions, the modified version becomes part of all existing agreements between the parties, unless the User has within five working days after receipt of the modified version, or within five working days after the User could reasonably have been aware of the modified version, give Maglr written notice of not agreeing to the modified version. In the latter case, the original General Terms and Conditions, as they were before the change took place, remain part of all agreements existing between the parties at the time, and those to be concluded in future.
Article 3: Creation of Agreements
Via the Maglr website, the User registers for one of the forms of the Digital Service offered there, against the stated conditions and prices.
An agreement is finally concluded if and insofar as Maglr confirms in writing - by e-mail or post - the implementation of the Digital Services.
The User is responsible for checking the information stated in the written confirmation and notifying Maglr in writing of any corrections within 8 days of receipt of the confirmation.
Maglr expressly reserves the right not to accept a User for any reason and will make this known to the User as soon as possible.
Deviations from the General Terms and Conditions and the agreements concluded between Maglr and the User are only valid if they have been expressly confirmed in writing by Maglr and the User, or if Maglr implements this amended agreement.
If an agreement has been concluded by Maglr with several legal representatives other than the User, then those legal representatives are jointly and individually liable for all obligations arising from that agreement.
Article 4: Reflection period
For Digital Services, which are not delivered by a physical carrier, the right of withdrawal shall lapse if the User has explicitly confirmed to Maglr that it agrees to the download or the use within the dissolution period of 14 days and the User waives the right of withdrawal.
Article 5: Implementation of the agreement and time limit
Maglr shall fulfil the contract to the best of its understanding and capacity and in accordance with the principles of professional conduct.
If and insofar as proper implementation of the agreement so requires, Maglr reserves the right to have certain work done by third parties.
The agreement is entered into for an indefinite period of time, unless parties explicitly agree otherwise.
Article 6: Prices and Payment
All prices and rates mentioned are in euros unless otherwise stated in writing.
All prices and rates mentioned, including sales tax (VAT) and any other government levies, excluding travel and accommodation expenses, are - unless otherwise stated in writing - costs of third parties.
Payment will take place as indicated by Maglr during the ordering process.
The date of payment is the date on which Maglr received the amount in its bank account.
The User authorises Maglr to perform all actions necessary for payment to take place with the payment method chosen by the User.
For administrative reasons rates may differ for payments by giro, iDeal, PayPal, bank transfer and credit card, to those for payment by direct debit.
Maglr accepts no responsibility or liability for services provided by third parties in the context of the payment to be made by the User. This is the responsibility of the User, also any conditions that the third party applies, will apply in the legal relationship between the User and the third party. To make the process easier such services can be linked through the Maglr website, without Maglr taking responsibility or liability.
Maglr reserves the right to adjust agreed prices for the Digital Services during the term of the agreement, after the first year. This adjustment will be communicated to the User and if the User does not agree with this price increase, the Digital Service can terminate by giving notice - with a notice period of one month. Price increase will be limited to US 12-months CPI or 3%, whichever the greater.
All payments made by the User primarily serve to settle any interest and collection costs incurred by Maglr and any third parties, then to settle the oldest outstanding invoices.
If after the conclusion of the agreement Maglr becomes aware of any circumstances that give good grounds to suggest that the User will not fully fulfil its obligations - even after Maglr has performed an order in whole or in part - Maglr has the right to claim prepayment of the price and / or claim that the User will provide sufficient security for the fulfilment of their further payment obligations within a period to be determined by Maglr and in the manner as stated by Maglr. As long as the required advance payment has not been made or the required security has not been provided, Maglr is not obliged to fulfil any further agreement without Maglr being compensated for damage in the form of a fine.
If the User has not paid within the agreed term, they are legally in default. The User is in that case without further notice or notice of default on the invoiced amount from that moment until the date of full payment, liable for an interest of 3% per month, whereby part of a month is counted as a full month, or the legal trade interest if it is higher, without prejudice to the further rights of Maglr.
The User will, in addition to the amount owed by Maglr, also be obliged to pay full compensation of the extrajudicial and judicial costs actually incurred, including all costs charged by third parties, related to the collection of the claim or for the deposit of its rights otherwise, the amount of which is fixed at least 15% of the principal plus interest, plus the VAT due.
Maglr is entitled to cease or suspend access to the Digital Services if timely payment is not forthcoming.
If the agreement is dissolved after a shortcoming on the part of the User, or an attributable shortcoming on the part of Maglr and after a reasonable period for recovery, the User does not discharge any payment obligation in respect of services already provided by Maglr Digital Services, unless Maglr is in default in respect to that particular Digital Service. The User is obliged to immediately fulfill his payment obligation with compensation for both judicial and extrajudicial costs, damage and interest.
Article 7: Accessibility
Maglr will make every effort to ensure the availability and accessibility of the Digital Services. However, Maglr expressly does not guarantee the undisturbed use or unhindered access to the Digital Services without prejudice to its best efforts to achieve this as much as possible. Except for fault or gross intent, the User is not entitled to a refund, in part or in full, of the price owed or any form of compensation, if the Digital Service is temporarily inaccessible or unavailable.
The User acknowledges and agrees that Maglr will have to perform technical maintenance and update activities on a regular basis. All attempts will be made to minimise downtime and avoid disruption to the User; however, this cannot always be guaranteed.
Article 8: Risk and Liability
The User is responsible and liable for the use and letting of the Digital Services delivered. Maglr accepts no liability, and the User indemnifies Maglr, for any accidents and / or damage resulting from the use of the Digital Services provided.
Maglr accepts no liability in the case of any indirect damage to the User or third parties, including consequential damage, such as damage due to lost profits, extra deployment of personnel, delay damage, non-material damage and / or trading loss.
Maglr accepts no liability for damage, of any nature, caused by Maglr acting on incorrect and / or incomplete information provided by the User, even if the User was not aware of this inaccuracy and / or incompleteness.
Maglr accepts no liability for any direct or indirect damage caused by hacking by third parties.
Maglr maintains its own software which is hosted at several server locations. The content of the magazine is separated over several servers in order to limit the risks of failure as much as possible and to guarantee the highest possible up-time. Maglr accepts no liability for damage of any nature, caused by server failures, downtime or the magazine being inaccessible.
Maglr is not liable for damage of any kind, caused by programming errors.
Furthermore, Maglr accepts no liability for viruses and the like that cause damage to hardware or software of the User or other users.
Maglr's liability to the User, is limited to the sum of the agreement or the sum of that part of the agreement to which the liability relates. In all cases, the liability is limited to the amount covered by Maglr's liability insurance, plus any applicable excess.
If Maglr makes use of non-subordinates in the performance of the agreement, the liability of Maglr, in addition to the other provisions in these General Terms and Conditions, is limited to the liability for its own actions and / or negligence by Maglr and its non-subordinates. Maglr is not liable for damage resulting from actions and / or negligence of its subordinates and non-subordinates, whose actions and / or omissions constitute intent and / or gross negligence.
Except in the case of intent and / or gross negligence of Maglr, the User shall indemnify Maglr against all claims of third parties, on any grounds, for compensation of damage, costs or interest related to the use of the delivered Digital Services.
Article 9: Responsible Use
The User accepts full responsibility for the content and use of the magazine.
Maglr reserves the right to suspend the magazine temporarily or permanently in the event of a violation of the General Terms and Conditions.
The User gives Maglr permission to access the magazine for technical support at any time - without prior written or verbal permission - to carry out maintenance work or to check whether the use is in accordance with the agreement.
The User shall ensure that the magazine does not contain any material whose existence, content, use or distribution is erotic, pornographic, contrary to good morals, vulgar, obscene, hurtful, abusive, indecent, threatening, crude, defamatory, unpalatable party political, politically extremist, illegal, fraudulent or misleading in nature or promoting such material or behaviour. All the aforementioned must not be used in hyperlinks.
The User hereby already agrees that Maglr will pass on all data relating to illegal activities to the competent authorities, without prior written permission.
The User will abstain from violation or infringement of any regulation of prevailing laws / regulations, indirect spamming, trolling, mailbombs, hacking or causing any other types of nuisance.
The User bears full responsibility with regard to the access of data and the indirect consequences of unauthorised use. The User will ensure that the login details and passwords remain strictly confidential.
Article 10: Shortcoming and Force Majeure
10.1. There is no shortcoming on the part of Maglr if the User has failed in the fulfilment of his obligation, or if there is a case of force majeure on the part of Maglr.
Force majeure, in these General Terms and Conditions, means every circumstance independent of Maglr's actions - even though it was foreseeable at the time of the conclusion of the agreement - which prevents the performance of the agreement from being permanently or temporarily impeded, and - insofar as this is not already included - war, danger of war, civil war, strike, transport problems, power outage, computer failures, riots, illness of personnel and all external causes, foreseen or not foreseen, on which Maglr cannot exercise any influence.
In case of force majeure or shortcoming, Maglr has the right to dissolve the agreement completely or partially without judicial intervention or to suspend its implementation, without Maglr being obliged to pay any compensation.
If the period of force majeure has lasted longer than 60 consecutive days, the User has the right to dissolve the agreement extrajudicially, without Maglr being obliged to pay any compensation for the damage that the User suffers as a result of such dissolution. Maglr is entitled to payment by the User of all Digital Services that have been delivered to the User until the time of dissolution.
Article 11: Termination, suspension and dissolution of the agreement
Insofar as the contract concluded between Maglr and the User concerns a continuing performance contract, both parties are entitled to terminate the agreement between Maglr and the User prematurely, provided that the cancellation takes place in writing. The cancellation must take place with due observance of a reasonable notice period of at least one month. In the event of early cancellation of an annual license, the current period will not be reimbursed.
If Maglr has a well-founded belief that the User will not - at least not correctly - comply with the agreement, Maglr is entitled to suspend performance of this agreement for no more than 6 months without notice of default and without judicial intervention, or to dissolve in part or whole, without being liable to pay any compensation or guarantee and without prejudice to the further rights it is entitled to. During the suspension, and at its conclusion, Maglr is authorised to opt for implementation or for a total or partial dissolution of the suspended agreement.
In the event of suspension pursuant to the previous paragraph, the sum of the part of the agreement already implemented by Maglr shall, after deduction of payments already made, become immediately due for payment.
If the agreement is still implemented after the suspension period or is dissolved, the User is obliged to reimburse the costs and damage incurred by Maglr.
Maglr is entitled to dissolve the agreement or to terminate further implementation of the agreement, without prejudice to Maglr's right to claim compensation, in the following cases:
- if Maglr becomes aware of circumstances following the conclusion of the agreement that give good grounds to suggest that the User will not fulfil his obligations:
- if the User, at the conclusion of the agreement, is asked to provide security for the fulfilment and this security is not provided or is insufficient:
- in the event of liquidation, bankruptcy or suspension of payment by the Client.
In the above cases, the claims of Maglr on the User are due immediately
Article 12: Rights of intellectual and / or industrial property
All intellectual and / or industrial property rights to all Digital Services supplied and / or developed pursuant to agreement and / or legal action are vested exclusively in Maglr. The User obtains only the user rights and powers that are explicitly granted in these General Terms and Conditions. The User does not acquire the right and the User is forbidden to copy, reproduce, translate, modify or reconstruct the delivered goods.
Images and drawings provided by Maglr remain the property of Maglr at all times and any improper use will be immediately suspended at Maglr's first request.
Maglr will under no circumstances be obliged to make the source codes of the magazine available to the User.
The User receives a license for the use of the magazine and the associated content management system. The license only applies to the named User or by legal representatives who take over or continue the activities of the User in such a way that they can be identified with the User insofar as this is the case. Use of the license by third parties is only permitted with written permission from Maglr.
The User is not permitted to remove or change any designation concerning copyrights, brands, trade names or any other intellectual and industrial property rights.
The User is only allowed to publish Maglr image material after written permission from Maglr.
The User is, in all circumstances personally responsible for the legitimate use of a domain name.
Maglr shall indemnify the User against any legal claim against the User based on the assertion that Digital Services developed and / or delivered by Maglr infringe an intellectual and / or industrial property right in the Netherlands. The first sentence of this paragraph applies only under the condition that the User informs Maglr in writing about the existence and content of the legal claim and leaves the handling of the matter, including any amicable settlement, entirely to Maglr. The User shall provide Maglr with the necessary powers of attorney, information and cooperation to enable Maglr to defend itself against such legal actions, and on behalf of the Client when required.
In the event that the User has personally used the design and / or the data / specifications, the User indemnifies Maglr from any legal action against Maglr which is based on the assertion that the Digital Services developed by Maglr infringe any industrial and/or intellectual property rights applicable in the Netherlands. The user of Maglr designed Digital Services must satisfy himself that there is no copyright infringement of another party. The User indemnifies Maglr against all possible third-party claims concerning intellectual and / or industrial property rights.
The obligation to indemnify as referred to in paragraph 7 will lapse if and insofar as the infringement in question is related to changes that the User has made to the design of the Digital Services or has it made by third parties.
The User reserves the right to use the knowledge gained during the implementation of the work for other purposes, insofar as no confidential information shall be brought to the attention of third parties when doing so.
Article 13: Confidentiality
Both parties are obliged to maintain confidentiality in the context of their contract with regard to all confidential information that they receive from each other and from other sources. Information is considered confidential if it has been communicated by the other party or if this derives from the nature of the information.
Article 14: Other Provisions
If the User fails to comply with any of the obligations arising from the General Terms and Conditions and / or the agreement, the User shall forfeit to Maglr, without any notice of default being required, a fine of € 5,000.00 for each shortcoming (in words: five thousand Euro) as well as a fine of € 500.00 (in words: five hundred euros) for each day that the shortcoming continues, notwithstanding the right of Maglr to claim full compensation plus costs and interest instead of Article 6:92 of the Civil Code, to demand fulfilment and / or the other rights of Maglr arising from the General Conditions and / or agreement.
In the case of Maglr being legally involved as a defendant by the User and the User is unsuccessful and / or the claim of the User is rejected or only partially assigned, all costs for legal assistance, both in and out of court, are entirely at the expense of the Client.
Dutch law applies to all negotiations, offers, quotations, agreements and other legal acts between Maglr and the User, regardless of where the agreement is implemented. The applicability of the United Nations Convention on Contracts for the International Sale of Goods, Vienna Sales Convention, is expressly excluded.