Please read these Terms and Conditions (the ”Terms and Conditions”) very carefully as they apply to your use of the Website Optimizer service.

1. Definitions

1.1. “Customer” means the natural person or legal entity entering using the Website Optimizer service

1.2. “Website Optimizer” means SO Connect BV incorporated under the laws of the Netherlands, with its principal offices at Leidsegracht 107, 1017ND Amsterdam,

the Netherlands, or any company that is a subsidiary or affiliate of SO Connect BV.

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2. General

2.1. The Terms and Conditions shall apply to all provisions of services and/or products of and/or by Website Optimizer.

2.2. The Terms and Conditions shall also apply to any services for which Website Optimizer has to involve third parties, and the Terms and Conditions are drawn up by the employees and board of directors of Website Optimizer.

2.3. The applicability of any general, purchase, delivery and/or other conditions of the Customer and/or a third party is explicitly rejected.

2.4. In the event that one or more provisions of the Terms and Conditions appear to be wholly or partly void or voidable at any moment, the parties will continue to be bound by the other provisions of the above-mentioned Terms and Conditions. In that case, Website Optimizer and the Customer will hold consultations to agree on new provisions to replace the void or voided provisions, which are as close as possible to the object and purpose of the original provisions.

2.5. If any lack of clarity exists about the interpretation of one or more provisions of the Terms and Conditions, this provision or these provisions will have to be interpreted ‘in the spirit’ of this provision or these provisions.

2.6. If a situation occurs between the parties which are not provided for in the Terms and Conditions, this situation will have to be interpreted in the spirit of the Terms and Conditions.

2.7. If Website Optimizer does not require strict compliance with the Terms and Conditions at all times, it will not mean that its provisions are not applicable or that Website Optimizer would to any extent forfeit its right to require strict compliance with the provisions of the Terms and Conditions in any other case.

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3. Terms of Delivery

3.1. All terms (of delivery) specified by Website Optimizer or agreed with Website Optimizer are but guidelines and never deadlines whose non-observance constitute default for Website Optimizer.

3.2. If it is likely that a deadline is not going to be met, Website Optimizer and the Customer will seek consultation as soon as possible.

3.3. In case Website Optimizer fails to meet a deadline, the Customer shall give notice of default to Website Optimizer in writing. Website Optimizer shall be given a reasonable term to perform the service at a later date. During this reasonable term, the Customer cannot claim any compensation for any loss incurred.

3.4. If Website Optimizer depends on information and/or data of the Customer in the performance of the service, the term (of delivery) will be extended with a period equal to the term the Customer failed to supply this information and/or data, increased by two months.

3.5. Website Optimizer has the right to have certain activities executed by third parties.

3.6. Website Optimizer is entitled to perform the service in several stages, unless expressly agreed otherwise and confirmed in writing by Website Optimizer.

3.7. If the Customer defaults proper performance of that which he is bound to according to Website Optimizer, the Customer will be liable for any loss or damage (including costs) directly or indirectly incurred and/or to be incurred by Website Optimizer.

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​4.    Prices
4.1.    Website Optimizer may periodically alter its prices unilaterally to reflect inflationary, general economic, political or organizational developments. Such developments will also give Website Optimizer the right to alter its prices of the service in force.
4.2.    All prices are subject to programming and typographical errors. For the consequences of such errors no liability shall be accepted.

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5.    Services
5.1.    Website Optimizer will make every effort to be of service to the Customer. Technically it is impossible for Website Optimizer to provide a completely (100%) error-free service, now that Website Optimizer also depends on third parties within the framework of the services in question. Website Optimizer expressly does not guarantee a fully (100%) error-free service.
5.2.    Website Optimizer can change the product and/or service from time to time. If this change should result in a (temporary) reduction and/or failure of the availability of the products and/or services, Website Optimizer will inform the Customer about this promptly in advance.
5.3.    To solve any problems which could occur during our service, the Customer may contact the Website Optimizer help desk by website or email. Our contact details can be found in the Website Optimizer dashboard.

6.    Processing Personal Data
6.1.    During the usage of Website Optimizer's product and/or services Customers may also share personal data. The Customer, as processer, shall be responsible for this personal data as defined the General Data Protection Regulations (GDPR) and Website Optimizer as processor declares to comply with all the obligations arising from GDPR. 
6.2.    Website Optimizer shall process the personal data exclusively for the provisioning of Website Optimizer's products and/or services and will not be able to use the personal data or apply it for any different purpose other than the specific purpose for which the User has provided their consent
6.3.    The Customer indemnifies Website Optimizer against any damages and costs incurred as a result of and/or related to any claims in relation to any use in conflict with the Terms and Conditions and/or in conflict with the law by the Customer.

7.    Liability
7.1.    Website Optimizer excludes any liability, in so far as it is not liable and obliged to compensate for the damage in question by virtue of mandatory law.
7.2.    If and in so far as Website Optimizer is bound to compensate for the damage, the total liability of Website Optimizer because of any attributable failure to perform the service or because of any other reason, will be limited to the direct damage to at the most the total invoice amount with regard to the services in question with the Customer during the two months directly preceding the cause of the liability that came about. Under no circumstances will the total liability for the direct damage, for whatever reason, amount to more than the amount of the claim for the case in question under the liability insurance Website Optimizer took out, plus the amount of any excess which will be for the account of Website Optimizer under the provisions of the insurance in the case in question.
7.3.    Website Optimizer excludes any liability for indirect and consequential damage, including but not limited to loss of profit, lost savings, reduced goodwill, loss due to business interruption, loss as a result of claims by the Customer’s customers, loss or damage in connection with the goods, materials or software of third parties.
7.4.    Website Optimizer cannot be held liable for any wrongful acts, careless behaviour, negligence and recklessness of Website Optimizer employees or contractors.
7.5.    Without prejudice to the other provisions of this Article, unless performance by Website Optimizer is permanently impossible, Website Optimizer will only be liable on account of attributable failure to perform the service if the Customer has promptly given Website Optimizer notice of default by registered letter stating a reasonable term for curing the non-performance, and Website Optimizer continues to fail to perform its obligations even after expiry of the term. The notice of default shall comprise a description as complete and detailed as possible of the breach, in order to enable Website Optimizer to react adequately.
7.6.    A condition for any right to claim compensation for damage will each time be that the Customer reports the damage as soon as possible after its inception to Website Optimizer in Writing. Each claim against Website Optimizer will lapse by the mere expiry of twelve (12) months after the start of the claim.
7.7.    Exclusions and limitations referred to in this Article will become void if and in so far as the damage is the result of intent or recklessness by Website Optimizer or its directors.

8.    Indemnity
8.1.    The Customer indemnifies Website Optimizer for any claims of third parties sustaining a loss in connection with the performance of the service.
8.2.    If Website Optimizer is to be held liable by any third party, for this reason, the Customer will be obliged to assist Website Optimizer in law and otherwise and to perform all acts promptly that may be expected from it. Should the Customer fail to take adequate measures, Website Optimizer will be entitled to take such measures itself without notice of default. Any costs and loss thus incurred by Website Optimizer and the third party will fully be for the account and at the risk of the Customer.

 

9.    Force Majeure
9.1.    If Website Optimizer cannot fulfil its obligations to the Customer as a result of circumstances beyond its control, the obligations will be suspended for the duration of the force majeure.
9.2.    Force majeure of Website Optimizer will mean any circumstance independent on Website Optimizer’s will, which partly or wholly prevents the fulfilment of its obligations towards the Customer or which reasonably renders the requirement to fulfil such obligations impossible, regardless if such circumstance could have been anticipated. Force majeure includes in any case: emergency situations (including extreme weather conditions, fire and lightning strike), restrictions and/or amended rules and regulations by governments or government agencies, (work) strike, war, riot, pandemic, power failure, unanticipated failure of computer hardware and other facilities.
9.3.    In case of force majeure the Customer will not have any right to compensation.

10.    Applicable Law, Competent Court
10.1.    All services of Website Optimizer are exclusively governed by Dutch law.
10.2.    The District Court of Amsterdam has exclusive jurisdiction to hear all disputes arising from or in connection with services provided by Website Optimizer

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