GENERAL TERMS AND CONDITIONS BAMBELO

Part A: General provisions (applicable to everyone who uses our services)
Part B: for clients (Applicants/website visitors)
Part C: for contractors (our Partners/the suppliers or service providers)

1.Bambelo offers a website where Applicants and Partners can come into contact with each other in connection with the performance of work. Bambelo only has a facilitating role in this and can therefore not be held responsible for the actions or omissions of a Partner or an Applicant by means of or in connection with the website or otherwise.

1. These terms and conditions apply, to the exclusion of third-party terms and conditions, to the use by Applicants of a Bambelo website or service, as well as to all agreements between Bambelo and the Counterparty regarding deliveries of goods or services from Bambelo to the Counterparty, as well as all related Agreements and legal acts.
2. If and to the extent that any provision of these General Terms and Conditions is declared null and void or is annulled, the other conditions will remain in full force. Bambelo will then establish a new provision to replace the null and void/annulled provision, whereby the purport of the null and void/annulled provision will be taken into account as much as possible.
3. Bambelo is entitled to amend or supplement these General Terms and Conditions at any time.

1.Both Applicants and Partners are responsible for the accuracy and completeness of the information provided by them. Bambelo bears no responsibility for this, nor for any other communication between Applicants and Partners. Nor does Bambelo bear any responsibility for the fulfilment of their obligations by Applicants and Partners, including the fulfilment of any payment obligation or the correct execution of the work to be performed.
2. Bambelo provides the information on its websites, to the extent permitted by applicable law, on an "as is" basis, excluding any express or implied warranties, representations or indemnities of any kind, including (but not limited to) the exclusion of warranties regarding title to (property) rights, satisfactory quality, suitability for a particular purpose and non-infringement of property rights or third party rights. In particular, Bambelo does not guarantee that the information on the website is correct, complete, suitable, up-to-date and not unlawful, including the information provided by a Partner or Applicant.

1. Agreements between the Applicant and the Partner will only be concluded when the Applicant has expressly confirmed this to the Partner. Bambelo is not a party to Agreements between the Applicant and the Partner. Bambelo can therefore not exercise any control over the quality, safety or legality of the orders and/or work, the correctness of the offers, the authority of the Applicants to have work performed and/or the authority of Partners to perform that work. Partner indemnifies Bambelo against any claim by third parties in connection with such matters.

1. Bambelo processes personal data of Applicants in accordance with the General Data Protection Regulation (GDPR). The Privacy Statement of Bambelo, as published on the website, applies to this processing of personal data.
2. The (personal) data obtained by the Partner (whether or not via the website) may only be used for the purpose for which it was provided, i.e. for the processing of the Application. Partner must process this data in accordance with the General Data Protection Regulation.
3. It is not permitted to process an Applicant’s data for any other purpose, including – but not limited to – any form of unsolicited communication (spam) and the resale or any other transfer of this data to other parties (unless these are subcontractors of Partner who are engaged to execute the relevant assignment after it has been awarded to Partner). It is also not permitted to collect personal data (including e-mail addresses) of Applicants in a separate database for any purpose whatsoever; this data should only be included in the financial administration to the extent that this is required by law (fiscal retention obligation) or if this is strictly necessary for the execution of the agreement.
4. Each Partner who receives an Application must inform the Applicant about the processing of his personal data. In principle, this is done when confirming the application or sending information. If a Partner decides not to respond to an Application, the Partner must immediately delete the data of the Applicant concerned from its systems. If the Partner is not awarded the assignment, it must also delete the data of the Applicant, unless there is a retention obligation or another reason for retaining this data. The data of the Applicant may not be retained for longer than strictly necessary and must be adequately secured.

1. The Counterparty is not permitted to use works of Bambelo that are protected by Intellectual Property Rights (such as copyright) without permission from Bambelo, other than in the context of the normal use provided for in the Agreement. For this normal use, Bambelo grants the Counterparty a non-exclusive, non-transferable license, under the conditions as set out in the Agreement and these General Terms and Conditions. This license is not (also) granted to companies or institutions affiliated with the Counterparty unless otherwise agreed in writing.
2.The Counterparty is not permitted to remove or change any indication concerning the confidential nature or concerning copyrights, trademarks, trade names or other intellectual or industrial property rights from the software, website, data files, equipment or materials of Bambelo.
3.If and to the extent that the delivered goods are intended for Bambelo to use the intellectual property of the Other Party or of third parties, the intellectual property rights shall remain with the Other Party or this third party. The Other Party grants Bambelo permission to use the works on which the intellectual property rights rest for the purpose of executing the Agreement. If the parties wish to use the intellectual property of a third party who is not a party to the Agreement for the purpose of executing an Agreement, the party making the proposal to use these works shall ensure the permission of this third party.
4. If the Counterparty infringes the intellectual property rights of Bambelo and/or third parties, the Counterparty shall be liable for all resulting damages.
5. The Counterparty shall indemnify Bambelo against any liability for (alleged) infringement of those rights. In such cases, Bambelo shall have the right to suspend delivery to the Counterparty until clarity has been obtained regarding the alleged infringement. The data of the Applicant may not be retained for longer than strictly necessary and must be adequately secured.

1.The Counterparty is aware that the goods and/or services supplied by Bambelo may contain confidential information and trade secrets of Bambelo or that such information will become known to the Counterparty and the Counterparty undertakes not to disclose or allow the supplied confidential information and trade secrets to any third parties. The Counterparty will instruct its personnel accordingly and ensure that only those of its employees take cognizance of such confidential information where this is required by virtue of their work for the Counterparty.
2. Bambelo is obliged to maintain confidentiality towards third parties with regard to the data provided to Bambelo by the Counterparty and to regard these as confidential. Bambelo will instruct its personnel accordingly and ensure that only those of its employees are made aware of the activities and data of the Counterparty where this is necessary in the context of their work for Bambelo.
3. Bambelo and the Counterparty guarantee that all data received from each other that is known or should be known to be of a confidential nature, will remain secret, unless a legal obligation requires disclosure of such data. The party that receives confidential data will only use it for the purpose for which it was provided. Data will in any case be considered confidential if it has been designated as such by the parties.

The rights and obligations arising from the Agreement may not be transferred by the Other Party to third parties.

Neither Bambelo nor the Counterparty shall be obliged to fulfil any obligation if prevented from doing so as a result of force majeure. Force majeure shall also include disruptions in telecommunication connections (including the internet), power failures, disruptions in Bambelo's equipment, failure to properly fulfil obligations by suppliers prescribed to Bambelo by the Counterparty, as well as defects in items, materials, software of third parties, the use of which has been prescribed to Bambelo by the Counterparty.

1.Bambelo accepts no liability for damage, of whatever nature, resulting from its mediation, use of its website, or from unlawful acts or otherwise, to the extent that this is permitted under mandatory law.
2.If Bambelo is liable to the Counterparty for any damage, of whatever nature, for whatever reason, the amount of the resulting compensation is limited to the amount actually paid out by Bambelo's insurance in the relevant case. If Bambelo's insurance does not pay out for whatever reason, the total compensation for direct damage will amount to a maximum of EUR 5,000.
3.Bambelo shall be liable solely for direct damages (as described below) suffered by Applicant as a result of a shortcoming and/or unlawful act attributable to Bambelo, up to an amount equal to the compensation paid to Bambelo by Applicant for the Service to which the shortcoming or unlawful act relates during a period of three (3) months prior to the event from which the liability arises. The total liability under the agreement shall never exceed EUR 1,000 (one thousand euros).
4.Direct damage is understood to mean exclusively: i) material damage to property; ii) reasonable costs incurred to prevent or limit direct damage that could be expected as a result of the event on which liability is based; iii) reasonable costs incurred to determine the cause of the damage, liability, direct damage and the method of repair.
5.Any liability of Bambelo other than for direct damage, including consequential damage, is excluded. In this context, consequential damage is understood to mean in any case: loss of profit, missed savings, reduced goodwill, damage due to business stagnation, losses, costs incurred to prevent or determine consequential damage, loss, exchange or damage of electronic data and/or damage due to delay in the transport of data traffic and all other damage than that referred to in article 10.4.
6.This limitation of liability of Bambelo is not intended to exclude the liability of Bambelo for intent and/or deliberate recklessness of Bambelo ("own actions") itself and/or its manager and/or subordinates. Damage that in the opinion of the Counterparty is the result of intent or gross negligence of Bambelo must be reported to Bambelo in writing as soon as possible but no later than thirty (30) days after it occurred. Damage that is not reported to Bambelo within this period will only be eligible for compensation if the Counterparty has made it plausible that it could not have reported the damage earlier.

1.Bambelo has the right to unilaterally change these general terms and conditions. Changes also apply to agreements already concluded. Changes will take effect one month after publication by means of a written notice.
2.After the effective date, the Counterparty is deemed to have tacitly accepted the changes.
Applicable law and competent court

1.The Agreement is governed by Dutch law.
2.The court in Breda has exclusive jurisdiction to rule on disputes arising from the Agreement.

1.Applicant accepts that the website and services provided by Bambelo only contain the functionality and other properties as found at the time of use (on an “as is” basis). Bambelo expressly excludes any express or implied warranties, commitments and indemnities of any kind, including but not limited to, warranties, commitments and indemnities regarding the quality, safety, legality, integrity and accuracy of the Services, unless otherwise provided in these General Terms and Conditions.
2.Applicant acknowledges and accepts that Bambelo only provides a website on which Applicants are put in contact with Partners who may be able to supply the goods and/or services desired by the Applicant. Bambelo has no knowledge of and/or involvement in the supply of goods/services by Partners and no involvement in the contact made as a result of the mediation by Bambelo nor in any agreements and/or contracts resulting from this contact.
3.Applicants are fully responsible and liable for all actions they perform using the Platform and/or Services.
4. Bambelo cannot guarantee that: (a) all information on the website is correct, complete, suitable, current and not unlawful, including the information provided by Partners;(b) the website will function without interruption, will be free of viruses, trojans and other errors and/or defects, and that any defects will be remedied; and that(c) third parties will not use the website and/or Bambelo systems unlawfully. It is therefore always the responsibility of the Applicant to investigate for itself, before placing an order with a Partner, whether the Partner meets the requirements set by the Applicant and will be able to perform the requested work and to negotiate the conditions of this service provision with the Partner.
Facts

1.The applicant is responsible for the correctness and completeness of the data provided, as well as for the adjustment of the data if it is no longer correct. The applicant acknowledges and understands that the correctness and completeness of the data provided are of great importance for the mediation by Bambelo and the execution by Partner. Bambelo accepts no liability for the correctness or completeness of the data provided by the applicant or for the data as provided by Partners. The applicant is obliged to verify for himself whether the data entered by him is correct and is also responsible for the selection of the Partner to whom the applicant ultimately wishes to give an assignment. The data provided by the applicant will be processed in accordance with the Privacy Policy that the applicant can consult via the link included above.

1.Partner guarantees that all data, including but not limited to name, address details and e-mail details that he provides are complete, correct and reliable, do not conflict with applicable laws and regulations and are not unlawful and that he will use an Application exclusively for himself. In addition, Partner guarantees:
(a) to comply with applicable laws and regulations;
(b) that he is registered in the register of the Chamber of Commerce or (if not established in the Netherlands) in another register to the extent that this registration is mandatory and will maintain this registration for the duration of the Agreement and that this registration is related to the field in which Partner is active;
(c) that he will (continue to) comply at all times with the quality requirements and other requirements and standards that are applicable at that time and that are customary in the sector in which Partner is active.
(d) that the person(s) who pass on changes to Bambelo on behalf of Partner (by telephone or otherwise), have access to Partner's account or perform other (legal) acts, are authorized to do so.

1.Partner will only post and send messages via the website for the purpose of obtaining an assignment to perform work for an Applicant. Partner will refrain from sending unwanted and/or unsolicited messages to Applicants.
2.By offering data on the website, Partner gives permission to publish this data on the website. Partner is aware that it depends on, among other things, the geographical location of Applicant and the criteria entered by Applicant whether Partner is selected in an Application by an Applicant and that he cannot claim a certain number of Applications or any other result. Bambelo expressly gives no guarantees about a certain number of Applications.
3.Partner must implement changes (in the account, the region from which Requests are received or otherwise) themselves via the Bambelo website or communicate these in writing. Bambelo will make every effort to implement these changes no later than 2 working days after this change. In this regard, changes will not be processed outside office hours. Partner must contact Bambelo if such changes are not visible after two working days.
4.The provision of services by Bambelo is an obligation of means and its platform is offered on an “as-is” basis; Bambelo does not guarantee that (all parts of) its platform and services will function at all times and without interruptions or malfunctions and is in no way liable or liable for damages for any damage resulting from or as a result of the (temporary) unavailability or (interim) failure of its platform and/or services. Partner must ensure adequate management of its infrastructure (including equipment and software, while maintaining interoperability with Bambelo’s systems/chosen message standard), so that Requests can be transferred correctly. If Bambelo decides to no longer support a certain standard (for example FTP), Partner must switch to one of the other communication methods offered by Bambelo.

1.The agreement can be terminated by the Partner with immediate effect, without observing any notice period, provided that such termination must be made in writing and only takes effect after confirmation from Bambelo. The provision in paragraph 3 of the previous article regarding a processing period of 2 working days (within office hours) and contacting Bambelo in the event of a longer processing time also applies to termination. The costs of all work performed up to and including confirmation by Bambelo (or requests sent) must be paid by the Partner. All claims of Bambelo on the Partner, for whatever reason, become immediately due and payable from the day of termination.
2.Bambelo reserves the right to terminate the Agreement without notice of default and to exclude the Partner from any (further) use of the website without being obliged to repay any fees already collected, if there are valid reasons for doing so. This will in any case, but not exclusively, be the case if:
(a) the Partner acts in any way in violation of these General Terms and Conditions;
(b) the Partner infringes (intellectual property) rights of third parties;
(c) Bambelo has a justified suspicion that the Partner is guilty of fraud, deception, forgery and/or other criminal offences;
(d) the Partner sends commercial or other messages to Applicants, except of course in response to an Application or a subsequent question arising from it;
(e) the Partner acts in violation of the applicable laws and regulations.

1.The Partner owes Bambelo a fee if he receives a Request via the website as a result of a request. The amount of the fee is communicated to the Partner when confirming the agreements regarding the collaboration.
2.Unless otherwise agreed and confirmed by Bambelo in the recording of the agreements made, Partner will receive an invoice periodically in accordance with the payment schedule with an overview of requests received in the previous period. Questions about and objections to the invoice must be reported to Bambelo in writing or by e-mail to finance@bambelo.com within five (5) working days after the invoice date. In the event of a late response, the invoice will be deemed undisputed and Partner must pay it in full and direct debit will take place. Acceptance of these general terms and conditions also implies acceptance of direct debit by Bambelo of all that is or will be owed to it. Invoices will be collected within five (5) working days after the invoice date (only the Netherlands and Belgium). Credit card payments will be debited every five (5) working days. Parties may agree on other payment methods in mutual consultation. If direct debit or credit card collection or the agreed alternative payment method is not possible, Partner's account may be blocked. Bambelo reserves the right to outsource the collection of the amount owed to third parties.
3.Payment must be made within fourteen (14) days of the invoice date. All payment terms are fatal. The Partner will pay the invoiced amounts without deductions, discounts or settlements and is not entitled to suspend any payment obligation towards Bambelo. If the payment term is exceeded, any discounts granted to the Partner will lapse, the Partner will be in default immediately and all claims of Bambelo on the Partner, for whatever reason, will be immediately due and payable. Furthermore, the Partner will owe interest of 2.0% per (part of a) month on the outstanding amount from the due date of the invoice until the moment of payment of the amount due. In addition, in the event of late payment, all judicial and extrajudicial costs for collection of the amount due will be borne by the Partner. The extrajudicial collection costs are set at 15% of the principal sum, including VAT, with a minimum of EUR 250, without prejudice to Bambelo's right to claim reimbursement of the actual costs if these costs are higher. Payments from the Partner to Bambelo are deemed to serve to settle outstanding invoices including any interest and costs due.
4. Bambelo has a return policy, under which the Partner can request a refund of the fee under certain circumstances. The agreements on this are included in the confirmation of the agreements regarding the collaboration.
5. Bambelo is at all times entitled to adjust its rates or its rate structure, except insofar as it has been expressly agreed in writing that prices and rates apply for a specific period. The announced changes will take effect thirty calendar days after their announcement. The changes will be announced via one of the communication channels used by Bambelo. If the Partner does not wish to agree to the change referred to in this article, he can terminate the agreement no later than fourteen (14) days prior to the date on which the change takes effect.
6.All prices and rates in quotations are exclusive of sales tax (VAT), unless stated otherwise.
Confidentiality

1. All information in whatever form, provided by Bambelo to the Counterparty, is exclusively intended for internal use by the Counterparty. This information may not be used for any other purposes than the purpose for which the delivery was made. This information will be treated as strictly confidential by the Counterparty.

The Partner shall not, during the term of the Agreement and one (1) year after termination of the Agreement, employ or engage any personnel who are employed by Bambelo or who otherwise perform work for Bambelo, unless otherwise agreed with Bambelo. In the event of a breach of this provision, the Partner shall owe an immediate and non-compensable fine of EUR 25,000 per event.