Legal

General Terms and Conditions (B2B) Slinger B.V.

Located at Overtoom 323, 1054 JL Amsterdam, Netherlands.
Registered with the Chamber of Commerce under number 75366088.

Article 1. Definitions

In these General Terms and Conditions, the following terms are capitalized and have the meanings set forth below, unless a different meaning is explicitly assigned elsewhere in the General Terms and Conditions or if a different meaning unmistakably arises from the context:

Slinger BV: the contractual counterparty in the Agreement with the Client and the user of these general terms and conditions within the meaning of Book 6, Section 231 subsection b of the Dutch Civil Code.

Client: the natural or legal person who instructs Slinger BV to provide Services and has entered into an Agreement with Slinger BV for this purpose or is conducting negotiations with Slinger BV regarding the conclusion of such an Agreement.

User: the person using Slinger BV’s Widget.

Agreement: the agreement for the provision of Services between Slinger BV and the Client.

Subscription: Agreement under which Slinger BV continuously provides the Widget to the Client for a periodic payment.

Subscription Fees: periodic fees payable by the Client to Slinger BV under the Subscription.

Widget: application developed by Slinger BV called “Slinger,” which can be integrated as part of a website, a (mobile) app, or as an i-frame, enabling Users to enter into agreements with each other regarding transportation to and from an event, concert, festival, or sports event.

Event: an event, concert, festival, or sports event included in the Widget, allowing Users to connect with each other to arrange transportation.

Dashboard: web-based interface developed, maintained, and provided by Slinger BV, allowing the Client to view, download, and store real-time data and statistics collected by the Widget.

Account: personal, digital environment within the Dashboard linked to the Client.

Login Credentials: a combination of a username, email address, and/or password used to access an Account.

Content: all messages, files, data, information, texts, sound and visual materials, and other (digital) materials.

Use: “Use” includes any use of the Dashboard and the Widget, including but not limited to loading (uploading), storing (downloading), logging in, querying, consulting, reading, viewing, listening, editing, filling out (forms), sending, (temporary) copying, storing, forwarding, distributing, using services, following links to other websites, and performing legal actions (such as entering into an agreement).

Works: any work with an individual and original character bearing the personal stamp of the creator. Under these general terms and conditions, “Work” includes, but is not limited to, Widgets and Dashboards developed by Slinger BV and all other works created by Slinger BV under the execution of the Agreement.

Parties: Slinger BV and the Client collectively, and individually “Party.”

General Terms and Conditions: the provisions in this document.

In these General Terms and Conditions, “written” also includes communication by email and electronically (e.g., via an online interface) if the identity of the sender and the integrity of the content are sufficiently established.

Article 2. Applicability

These General Terms and Conditions apply to the Agreement between Slinger BV and the Client, as well as to any use of the Dashboard, of any kind, including but not limited to creating or logging into an Account, unless this applicability is expressly excluded or differing provisions have explicitly been agreed in writing.
Any general terms and conditions of the Client, in any form, are expressly rejected. Deviations from and additions to these General Terms and Conditions are only applicable if and to the extent expressly and in writing accepted by Slinger BV.
If Slinger BV allows deviations from these General Terms and Conditions, whether explicitly or implicitly, for a short or long period, this does not affect Slinger BV’s right to demand strict and immediate compliance with these General Terms and Conditions. The Client cannot derive any rights from how Slinger BV applies these General Terms and Conditions.
These General Terms and Conditions also apply to the relationship with the Client if Slinger BV involves third parties in the execution of the Services offered by Slinger BV. These third parties can directly invoke these General Terms and Conditions against the Client, including any limitations of liability.
If one or more provisions of these General Terms and Conditions or any other legal relationship between the Client and Slinger BV should conflict with a mandatory legal provision or any applicable legal regulation, the relevant provision will be void, and Slinger BV will establish a new, legally permissible, and comparable provision in lieu.

Article 3. Offers and Quotations

All offers and quotations from Slinger BV are revocable and made without obligation, unless expressly stated otherwise in writing.
The Client is responsible for the accuracy and completeness of the requirements and specifications of the performance provided by or on behalf of the Client to Slinger BV, as well as other data on which Slinger BV bases its offer.
A composite quotation does not oblige Slinger BV to deliver part of the Services for a corresponding part of the quoted price.
The content and scope of the Services to be delivered are solely determined by the description of the Services given in the quotation and order confirmation.
The prices in the offers and quotations from Slinger BV are exclusive of VAT and other government levies, unless otherwise indicated.

Article 4. Conclusion of the Agreement

An Agreement is concluded from the moment Slinger BV has received the signed quotation from the Client, or when the Client unequivocally confirms in writing to agree to Slinger BV’s quotation, or when Slinger BV, with the consent of the Client, initiates the execution of the actions, or when Slinger BV has received the first payment from an invoice sent by Slinger BV based on a (not yet signed) quotation or Agreement.
Adjustments to the Agreement after it has been concluded must be agreed upon in writing. Slinger BV is not obliged to change an already concluded Agreement at the request of the Client and reserves the right to charge the Client for any costs associated with changing the Agreement.

Article 5. Subscriptions

In order to use the Widget, the Client must subscribe to a Subscription with Slinger BV. The scope of the Subscription and the Services included will be clearly stated by Slinger BV in the offer.
The Subscription is entered into for an indefinite period until terminated by either party. The Client has the right to terminate the Subscription at any time with a 1-month notice period. Termination must be effected in writing.
Upon termination of the subscription, the Client no longer has the right to use the Widget on the Client’s website, and the Client must remove the Widget from the website. Slinger BV has the right to block further use of the Widget and to delete or make data associated with the Widget invisible after the Subscription has ended.

Article 6. Execution of the Work and Time Scheduling

Upon acceptance by the Client of the quote or Agreement, the project will be included in Slinger BV’s planning. The planning corresponds to the time Slinger BV needs to perform the work.
Slinger BV will execute the Agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
If Slinger BV requires Content from the Client for the execution of the Agreement, the time scheduling starts after the Client has provided all necessary Content to Slinger BV.
If it is agreed that the execution of the Agreement will take place in phases, Slinger BV is entitled to postpone the commencement of the services belonging to the next phase until the Client has approved the results of the preceding phase in writing.
Only if explicitly agreed upon in writing, Slinger BV is obliged to follow timely and reasonable instructions from the Client in the execution of the Agreement. Slinger BV is not obligated to follow instructions that change or supplement the content or scope of the Agreement; however, if such instructions are followed by Slinger BV, the relevant work will be invoiced to the Client at the usual rate.
If Slinger BV has specified a time schedule for the execution, it shall only be indicative. A specified time schedule shall never be considered a strict deadline. In of the event that the time schedule is exceeded, the Client must formally notify Slinger BV in writing. Slinger BV should be given a reasonable period to still fulfill the Agreement. Slinger BV is not liable for any loss suffered by the Client or penalties imposed on the Client if the assignment or work is not completed within the specified period or delivered.
Given the nature of the work, the desired end result is not only dependent on the effort of Slinger BV and the Client, however, also on factors beyond their control. Slinger BV will do its best to achieve the intended result. However, this does not guarantee that the intended end result will actually be achieved. Slinger BV is consequently only obliged to make an effort, not to achieve a specific result.
If the commencement or progress of the work is delayed due to factors for which the Client is responsible, the specified execution periods will be adjusted proportionally, and any resulting costs and damages for Slinger BV must be reimbursed by the Client.

Article 7. Design and Implementation of the Widget

After Slinger BV has received all necessary Content from the Client regarding the desired visual design of the Widget, Slinger BV will deliver the design for the Widget within the agreed timeframe. Delivery shall take place electronically.
Unless expressly agreed otherwise in writing, the Client has one rectification round to evaluate and approve or reject the delivered design.
The Client must evaluate and approve or reject the delivered Work within 5 days after delivery. The Work shall have been accepted once:a. The Client has accepted the delivery in writing or verbally;b. The Client uses the delivered Work for production purposes, including but not limited to transferring the Works to a public or production environment;c.The Client does not reject the delivered Work within 5 days, does not request a rectification round, or does not object to delivery.
If the Client does not respond within 5 days to a final rectification round, the Work is deemed to have been delivered to the satisfaction of the Client according to the agreed specifications.
If a Work is delivered in phases, the Client must give approval or rejection of the part of the Work for that phase after delivery, as determined in the previous paragraph. The Client may not base approval or rejection in a later phase on aspects that were approved in an earlier phase.
If the Client partially or wholly rejects the delivered Work, Slinger BV will make efforts to remedy the reason for rejection as soon as possible. Slinger BV can do so by rectifying the result or by rejecting the cause stating reasons. The Client will then have a period of 5 working days to approve or reject the rectification or motivation.
If, after the first rectification or motivation, the Client rejects the delivered partially or entirely, this will be followed by the additional rectification rounds agreed upon in the quote or Agreement.
If a Party states that further rectifications are no longer considered useful, both Parties are entitled to terminate the Agreement regarding the rejected part. In this case, the Client will reimburse the actual hours spent by Slinger BV, up to a maximum of the amount quoted for the rejected part. However, the Client is not entitled to use the rejected part in any way. Slinger BV can only terminate after having stated, after a rectification or motivation, that it is the last one, and the Client rejects this wholly or partly as well.
Any desired changes to Works must be submitted by the Client, item by item, in writing. Slinger BV will then assess whether these activities are covered by the Agreement, or will be quoted separately as additional work.

Article 8. Dashboard Account

The Client’s Account for access to the Dashboard is personal, non-transferable, and may only be used by the Client. Login credentials provided or received by the Client are strictly confidential and should not be shared with third parties.
Slinger BV is not responsible for abuse of Accounts and relies on the assumption that the person logging into the Dashboard using the login credentials of a particular Client is effectively that Client. The Client is responsible for all actions performed from the Client’s Account, including unauthorized use.
The Client must immediately notify Slinger BV if the Client suspects that an Account is being abused or if the associated login credentials have fallen into the hands of unauthorized individuals.

Article 9. Adding Events

The Subscription clearly specifies the number of Events that can be added to the Widget per month, year, or period.
Slinger BV will add the Events provided by the Client to the Widget, including relevant details such as location, date, and time. The Client is responsible for providing the necessary Content related to the Event to Slinger BV in a timely manner, and this Content should be provided no later than 5 working days before the Event.
If the Client wishes to expand the number of Events that can be added per month, year, or period, the Subscription may need to be adjusted accordingly. The Client will contact Slinger BV for information on the possibilities.
Changes to Events already added to the Widget are considered additional work and may be invoiced by Slinger BV at the applicable rates.

Article 10. Providing Content

The Client is responsible for the Content placed on the Widget by Slinger BV. The Client ensures that the Content received by Slinger BV from or on behalf of the Client is accurate, complete, and up to date. The Client accepts all risks associated with the use of this Content, including reliance on its accuracy, completeness, or usability by third parties.
If the Client provides Content to Slinger BV for use in the Widget, the Client declares that it owns the images or has any required authorizations or permissions for its use in the Widget. The Client indemnifies Slinger BV against all claims from third parties in this regard.
If Slinger BV requires Content from the Client for the execution of the Agreement, the delivery time starts after the Client has provided all necessary documents, files, and data to Slinger BV for the execution of the Agreement.
The Client indemnifies Slinger BV for any loss resulting from inaccuracies, incompleteness, or unreliability in the Content provided by the Client.
All additional costs, extra hours, and any other loss incurred by Slinger BV due to the non-provision, untimely provision, or improper provision of Content required by Slinger BV for the execution of the Agreement, are at the expense and risk of the Client.

Article 11. Additional and Less Work

The assignment includes only the agreements made between the Parties. Additional and less work ordered before or during the execution of the work will be invoiced or credited by Slinger BV to the Client at the prevailing rates. Slinger BV is entitled to invoice additional work immediately upon completion.
1. Additional and less work will be offset:
1. in case of changes to the original Agreement;
2. in case of changes to the conditions set out in the Agreement as stated in Slinger BV’s quote;
3. if the Client has provided incorrect or incomplete Content to Slinger BV, and the work performed must be wholly or partially redone;
4. in case of instructions by or on behalf of the government based on legal regulations or decisions, insofar as these could not reasonably be foreseen before or at the conclusion of the Agreement;
5. in cases where offsetting additional and less work is prescribed in the Agreement.
If Slinger BV makes an estimate of the required number of hours before the start of the assignment, the hours not spent on the assignment by Slinger BV will not be invoiced to the Client.
Additional or less work may have consequences for the agreed execution period. Without being in default, Slinger BV may refuse a request for additional or less work if it could have implications for the quality of the work to be performed with respect to this.
Any changes to the assignment or assumptions must be communicated clearly and in a timely manner to Slinger BV.
If additional or less work has qualitative or financial consequences for the Agreement, Slinger BV will inform the Client in writing within a reasonable period.

Article 12. Changes, Availability, and Maintenance of the Widget

Slinger BV will endeavor to offer the Widget uninterrupted 24 hours a day, seven days a week, however, provides no guarantees in this regard unless otherwise agreed (for example, through a designated Service Level Agreement (SLA)). Unless stated otherwise in such an SLA, the provisions of this article apply to availability.
Slinger BV is allowed to change the operation, content, and scope of the Widget at any time and at its own discretion, as far as Slinger BV deems necessary. Slinger BV does not require prior approval from the Client for this.
Slinger BV has the right to temporarily disable its systems, including the Widget, or parts thereof, for maintenance, adjustment, or improvement. Slinger BV will try to schedule such unavailability at times when Users are least likely to be affected and will endeavor to notify the Client of planned unavailability in a timely manner. However, Slinger BV is never liable for compensation for any loss related to such unavailability.

Article 13. Engagement of Third Parties

Slinger BV has the right to engage third parties in the execution of the Agreement if and to the extent that a proper execution of the Agreement requires this. This is at the discretion of Slinger BV. The applicability of Book 7, Sections 404 and 407 paragraph 2 of the Dutch Civil Code is excluded.
If Slinger BV is obliged to confidentiality regarding the content and execution of the Agreement, Slinger BV will impose the same confidentiality obligation on the third parties engaged by Slinger BV.

Article 14. Intellectual Property Rights

Unless expressly agreed otherwise in writing, all intellectual property rights arising from the execution of the Agreement, including but not limited to copyright, are exclusively vested in Slinger BV or its licensors, regardless of whether the Client has been charged for their production.
Slinger BV and the Client will agree in writing on the purposes, duration, and compensation for which the Client may use the Work.
Unless expressly agreed otherwise, Slinger BV is entitled to place name indications on the Works it has produced. The Client is not allowed to remove, mask, or modify ownership or name indications placed by Slinger BV on or in the Work.
None of the Works covered by the intellectual property of Slinger BV or its licensors according to paragraph 1 of this article may be reproduced, disclosed, or exploited without the prior express written permission of Slinger BV.
If Slinger BV agrees with the Client that the copyrights regarding the produced Works are transferred to the Client, the Parties will draw up a separate deed for this purpose. The copyrights will only transfer to the Client when the Client has paid all fees related to the execution of the Agreement to Slinger BV.

Article 15. Duty of retention

All Works created or used by Slinger BV in the execution of the Agreement will be stored and retained by Slinger BV for a period of at least 1 year after the completion of the assignment.
Only at the request of the Client within 1 year after the completion of the assignment and only after full payment of the fees owed by the Client to Slinger BV, Slinger BV will, once only and free of charge, provide the Client with a copy of the Work digitally or by copying the Work onto a data carrier provided by the Client. Slinger BV is not responsible for any damage to the data carrier or loss of files during the period that Slinger BV has the data carrier of the Client in its possession. In this regard, Slinger BV will only provide the end product of the work to the Client and not raw audio, visual, or video recordings or other source material.

Article 16. Promotional Use of the Work

Unless explicitly agreed otherwise in writing, Slinger BV is entitled to use the Work for its own promotion and/or publicity, including displaying (a portion of) the Work, the logo, brand name, and company name of the Client on its website and social media. Slinger BV will only require permission from the Client if the Client has not yet used the Work.

Article 17. Invoicing and Payment

If Slinger BV offers the Client a free trial period at the start of the use of the Widget, Slinger BV will not charge any fees for the use of the Widget during this period.
If the Client wishes to continue using the Widget after the end of the free trial period, the Client must subscribe to a plan with Slinger BV. The Subscription costs for using the Widget will be communicated by Slinger BV on its website.
The Subscription costs invoiced by Slinger BV to the Client depend on the package chosen by the Client.
The Subscription costs will be invoiced by Slinger BV to the Client in advance on a monthly basis. Slinger BV will provide the Client with a (digital) invoice.
The costs for additional Services will be invoiced by Slinger BV subsequently through a separate invoice unless it is agreed that the delivery of the Services will take place after full or partial prepayment.
Unless a fixed fee is agreed upon for the Services, the fee will be determined based on the actual hours spent. The fee will be calculated according to the usual (hourly) rates of Slinger BV applicable for the period in which the work is performed unless a different hourly rate is agreed upon.
If payment is agreed to be made by invoice, the payment of the invoice must be made within 14 days after the invoice date, unless another payment term is agreed upon, without any offsetting or discount, in the currency in which the invoice is issued and in the manner stated by Slinger BV.
After the expiration of the agreed payment term, the Client is automatically in default without further notice.
From the moment of default, the Client shall be liable for interest on the overdue amount at a rate of 1% per month, unless the statutory commercial interest is higher, in which case the statutory commercial interest applies. All (extrajudicial) costs incurred by Slinger BV to obtain payment, both in and out of court, will be borne by the Client from that moment. In that case, the Client is liable for a compensation of at least 15% of the outstanding amount, with a minimum of €150. If the actual costs incurred and to be incurred by Slinger BV exceed this amount, these will also be eligible for compensation.
If the Client has not timely fulfilled its payment obligations, Slinger BV is authorized to suspend the performance of the obligations in respect of the Client for delivery or the execution of work until payment has been made or proper security has been provided. The same applies before the moment of default in the event that Slinger BV has a reasonable suspicion that reasons are at hand to doubt the creditworthiness of the Client.
In the event of liquidation, bankruptcy, debt rescheduling, or suspension of payment by the Client or an application for such, the Slinger BV’s claims and the Client’s obligations in respect of Slinger BV become immediately due and payable.
If the Client holds one or more counterclaims against Slinger BV for any reason whatsoever, the Client waives the right to offset amounts. This waiver of the right to offset amounts also applies if the Client applies for (provisional) suspension of payment or is declared bankrupt.

Article 18. Amendment of Subscription Costs

Slinger BV is entitled to change the Subscription costs at any time. Slinger BV will inform the Client in writing about the intended change in Subscription costs. Slinger BV will specify the extent of the increase and the date on which the increase will take effect.
If the Client does not wish to accept a notified increase in the fee or rate by Slinger BV, the Client shall be entitled to terminate the Agreement in writing on the date mentioned in Slinger BV’s notification when the change in Subscription costs would come into effect.

Article 19. Suspension and Termination

If the Client or Slinger BV fails to meet its obligations under the Agreement, the other Party, notwithstanding what is determined in the Agreement, is entitled to terminate the Agreement extrajudicially by registered letter. Termination will only take place after the defaulting Party has been notified in writing and has been given a reasonable period to remedy the default.
1. default being required, to terminate the Agreement in whole or in part out of court by registered letter and with immediate effect in the event that:
1. the other Party applies for (provisional) suspension of payment or (provisional) suspension of payment is granted to this Party;
2. the other Party applies for its own bankruptcy or is declared bankrupt;
3. the business of the other Party is liquidated;
4. a substantial part of the business of the other Party is taken over;
5. the other Party discontinues its current business;
6. outside the control of this Party, a significant part of the assets of the other Party is seized, or in the event that the other Party can no longer be deemed able to fulfill its obligations under the Agreement in any other respect.
If the Client has received any performance in the execution of the Agreement at the time of termination, the Client can only terminate the Agreement partially and only with regard to the part that has not yet been performed by or on behalf of Slinger BV.
Amounts invoiced by Slinger BV to the Client before termination with regard to any performance provided in the execution of the Agreement remain fully due and payable, and shall be immediately due and payable at the time of termination.
If, after having been declared in default, the Client fails to meet any obligation arising from the Agreement, Slinger BV shall be entitled to suspend its obligations in respect of the Client without being obliged to pay any compensation to the Client. Slinger BV shall also be entitled to do so in the circumstances referred to in paragraph 2 of this article.

Article 20. Duration and Termination

Unless otherwise agreed, Slinger BV and the Client will enter into an agreement for an indefinite period regarding the use of the Widget. This agreement can be terminated by Slinger BV at any time with a one-month notice period. During the one-month notice period, the Client remains obliged to pay the Fee-per-member to Slinger BV.
Upon termination of the agreement between Slinger BV and the Client, the Client no longer has access to its Account and can no longer use the Widget. Slinger BV is no longer obliged to store the account details of the Client.

Article 21. Liability

If Slinger BV is liable for any loss, this liability shall be limited to compensation for direct loss and up to a maximum of the invoice amount of the Agreement, or the part of the Agreement to which the liability is related. In case of an Agreement with an unlimited duration or a duration of more than 3 months, Slinger BV’s liability shall further be limited to the amounts paid by the Client to Slinger BV in the 3 months preceding the occurrence of the loss.
The Slinger BV’s liability is in any case at all times limited to the amount paid out by the insurer of Slinger BV in the relevant case.
1. Direct loss shall only include:
1. any reasonable costs to determine the cause and extent of the loss, insofar as the determination relates to loss within the meaning of these general terms and conditions;
2. the possible reasonable costs incurred to have Slinger BV’s faulty performance comply with the Agreement unless these cannot be attributed to Slinger BV;
3. reasonable costs incurred to prevent or limit any loss, insofar as the Client demonstrates that these costs have resulted in the limitation of direct loss as referred to in these general terms and conditions.
1. Slinger BV shall not at any time bear any liability for:
1. indirect loss, including but not limited to personal injury, consequential loss, loss of profit, missed savings, business interruption loss, and loss as a result of (contractual) penalties, including penalties for not meeting any delivery or performance deadline;
2. loss caused by intent or gross negligence of auxiliary persons or non-managerial subordinates of Slinger BV;
3. the use of the Widget by Users;
4. entering into agreements between Users via the Widget, as well as the manner of execution of these agreements or the failure to do so;
5. the non-availability or non-functionality of the Widget or parts thereof;
6. inaccurate information or data on the Widget;
7. malfunctions, errors, or changes in the Widget or its temporary non-functioning or unavailability;
8. loss of any type or form, resulting from reliance on inaccurate and/or incomplete data provided by the Client.
The limitations of liability for direct loss included in these general terms and conditions do not apply if the loss is due to intent or gross negligence on the part of Slinger BV.

Article 22. Force Majeure

Slinger BV is not obliged to fulfill any obligation if it is prevented from fulfillment as a result of a circumstance that is not due to fault, including but not limited to a pandemic or epidemic.
In these General Terms and Conditions, force majeure refers to, in addition to the provisions in law and jurisprudence, all external causes, on which Slinger BV cannot exert any influence or which are not for the account of Slinger BV, however, as a result of which Slinger BV is unable to fulfill its obligations.
Slinger BV can suspend its obligations during the period that force majeure continues. If this period continues for more than 90 days, both Slinger BV and the Client are entitled to terminate the relationship with the other party, without any obligation to pay compensation to the other party.

Article 23. Defects and Complaint Periods

Complaints about the work carried out must be reported by the Client to Slinger BV in writing within 14 days after discovery, but no later than 30 days after discovery or completion of the relevant work.
If a complaint is justified, Slinger BV will still carry out the work as agreed, unless this has become demonstrably pointless for the Client. The latter must be made known to Slinger BV in writing by the Client.
If it is no longer possible or useful to carry out the agreed service afterwards, Slinger BV will only be liable within the limits of Article 21 of these general terms and conditions.

Article 24. Amendment of the General Terms and Conditions

Slinger BV reserves the right to change these General Terms and Conditions at any time. The amended General Terms and Conditions come into effect from the announced time of entry into force and also apply to existing relationships between Slinger BV and the Client. If no time of entry into force has been announced, changes come into effect in respect of the Client as soon as the Client has been informed of the change.

Article 25. Applicable Law, Interpretation of the Terms, and Choice of Court

All legal relationships between Slinger BV and the Client shall be governed by Dutch law only.
In case of interpretation of the content and meaning of these General Terms and Conditions, as well as in case of a conflict between the content or interpretation of any translations of these General Terms and Conditions and the Dutch version, the Dutch text shall be decisive.
All disputes, including those that are only considered as such by one of the parties, that arise with respect to a legal relationship to which these General Terms and Conditions apply in whole or in part, will be settled by the competent court in the district where Slinger BV is established, subject to mandatory provisions to the contrary. This does not affect the fact that Slinger BV and the Client can agree to settle the dispute through independent arbitration.