Port of Paper – veyzle b.v. Terms and Conditions

Last updated: 16 september 2020

1. Definitions

These Terms and Conditions use the following definitions:

Account: a user account to be activated through the Platform, in which information about the User is stored

Advertiser: the User who posts or wishes to post an Advertisement through the Platform

Advertisement: a publication through the Platform

Advertising Agreement: an agreement between Platform Operator and Advertiser for the purpose of placing an Advertisement on the Platform

Terms and Conditions: these Terms and Conditions

Services: the Use of or access to the Platform by the User from any country in the world, made available by the Platform Operator

Use: visiting the Platform digitally, including browsing the website, creating an account and buying or selling Recyclable Waste through the Platform

User: the user who wishes to buy or sell Recyclable Waste through the Platform

Object: the Recyclable Waste to be offered through the Platform

Company: an enterprise which is a juridical person as referred to in Section 2:3 of the Dutch Civil Code, or a sole proprietorship, general partnership, limited partnership or partnership.

Agreement: an agreement between the Parties for the use of the Services

Parties: Platform Operator and User

Platform: the website, application or other means of providing access to an online trading environment for the purchase and sale of Recyclable Waste

Platform Operator: the private limited company veyzle b.v., whose registered office is as Boutenslaan 195, 5654 AN in Eindhoven, the Netherlands, trading under the name: “Port of Paper”

Recyclable Waste: all materials that fall within the EN codes for waste paper

Transaction: a sales agreement concluded through the platform for the purchase and sale of Recyclable Waste

2. Scope

2.1. The Platform Operator offers Users the possibility to access the Platform managed by the Platform Operator from any country in the world in accordance with these Terms and Conditions. The Platform Operator offers potential buyers and sellers of Recyclable Waste the possibility to conclude sales agreements through the Platform. The Platform Operator is in no way part of the sales agreements to be concluded. These Terms and Conditions govern the Use of the Platform.

2.2. The Use of the Platform establishes an Agreement between the Parties, and the User agrees to these Terms and Conditions. The Platform Operator recommends reading these Terms and Conditions thoroughly in advance. The Platform Operator may amend these Terms and Conditions from time to time.

2.3. The Terms and Conditions apply to the Use of the Platform.

2.4. Deviation from these Terms and Conditions is only possible if and to the extent that it has been agreed in writing between the Parties.

2.5. Any terms or conditions proffered at any time by the Customer or third parties are hereby excluded, unless expressly accepted by the Platform Operator.

2.6. The Platform Operator reserves the right to unilaterally amend or supplement these Terms and Conditions. Such changes also apply to existing Use of the Platform. Amendments to the Terms and Conditions will come into effect after the Platform Operator has issued notice of the amendments to the Terms and Conditions for the Services.

3. The Services

3.1. The Services comprise an online trading environment in the form of a technological platform that, using the Platform provided by the Platform Operator, allows Users to post advertisements for the online sale of Recyclable Waste and/or to purchase Recyclable Waste offered on the Platform. Specifically, the Services comprise:

• Provision of options to access and use the Platform;
• Posting of advertisements to facilitate the sale of Recyclable Waste through the Platform;
• Facilitation of the negotiation and execution of Transactions through the Platform using User-initiated advertisements.

3.2. Users are not permitted to:

• Post Advertisements that violate laws and regulations, the rights of third parties or otherwise violate unwritten decency standards, including Advertisements with discriminatory, pornographic, offensive, threatening or inflammatory content;
• Manipulate the price of the Object or obstruct offers from other Users;
• Post incorrect, inaccurate, misleading, defamatory or libelous information;
• Offer Objects through the Platform of which the User is not the sole and exclusive owner, or without the rights or permission of third parties, including mortgages, pledgeholders or distrainors, or co-owners of Objects;
• Withhold payment for Objects purchased by purchase agreement concluded through the Platform, unless the User has a valid reason;
• Refrain from delivering Objects sold through the Platform to the buyer, unless the User has a valid reason;
• Distribute or post spam, unwanted or bulk electronic communications, chain letters or pyramid schemes;
• Post photos that are not related to the offered Object;
• Use other Users’ contact details for any purpose other than a Transaction concluded through the Platform;
• Distribute viruses or other technology that can harm the Platform or the interests or property of other Users;
• Access the Platform Operator’s Services through automated means for any purpose whatsoever;
• Circumvent technical measures put in place by the Platform Operator for the provision of its Services on the Platform;
• Remove, take over or otherwise infringe on copyrights, trademarks or other intellectual property rights of the Platform Operator or third parties;
• Reproduce, modify, prepare derivative works based on, distribute, license, lease, sell, resell, transmit, publicly display, publicly perform, transmit, broadcast, stream or otherwise exploit the Services, except as expressly permitted by the Platform Operator.
• Sell, transfer or pledge the rights and obligations under the Agreement or Advertising Agreement to a third party.

4. Use of the Services

4.1. The Platform is only available to Companies or legal entities under public law. The Platform Operator has the right to deny other users access to the Platform. A User has no right to claim access to the Platform.

4.2. An active Account is required to use the Services. An Account can be created through the Platform. To create an Account, a User must provide certain personal information, such as an IBAN, Chamber of Commerce number, and the name and address of their company. The User undertakes to display correct, complete and up-to-date information in the Account at all times when using the Services. In the event of any changes, the User is obliged to update the Account immediately. If the User fails to keep the information in the Account correct, complete and up-to-date, or the Platform Operator suspects that the User has breached that obligation, the Platform Operator has the right to suspend access to and use of the Services, or to terminate the Agreement. The User is responsible for any activity performed through the User’s Account, and it is the User’s responsibility to maintain the confidentiality and security of their Account login credentials.

4.3. The User is not permitted to authorize third parties to use the Account. The User is not permitted to transfer the Account to other people or organizations. The User is obliged to keep account information and credentials secret and to protect them from unauthorized access by third parties. If there is any suspicion that a third party is infringing on the above, the User must immediately inform the Platform Operator. In that case, the Platform Operator is authorized to suspend the account and reserves the right to change the User’s login credentials. The Platform Operator will promptly notify the User of such actions.

4.4. By creating an Account, the User agrees to receive information emails or notifications from the Platform Operator as part of its normal business operations in connection with the Use of the Services. A User can unsubscribe from receiving emails or notifications at any time by sending an email to info@portofpaper.nl, stating the desire to no longer receive such emails or notifications.

4.5. An active Internet connection is required to use the Platform. The Use of the Platform requires a compatible computer, smartphone, tablet or other compatible device. Compatibility information can be found on the Platform Operator’s website. The Platform Operator cannot guarantee that the Services will work on specific hardware or devices. The User is responsible for obtaining access to an active Internet connection and meeting the compatibility requirements. The use of an active Internet connection may result in additional costs. Such costs are entirely at the User’s risk and expense.

4.6. The Platform Operator is committed to continuous availability of the Platform. However, the Platform Operator does not guarantee that the Platform will be available at all times. The Services may be subject to malfunctions or delays inherent in the use of the Internet and electronic communications, which are beyond the Platform Operator’s control. The Services are also subject to necessary maintenance work that must be carried out from time to time. The Platform Operator is not liable for damage caused by a failure or delay, and cannot guarantee that the Services will operate or be accessible at all times without interruption.

4.7. The Platform Operator reserves the right to modify the content, structure and functionality of the Platform and its user interfaces. The Platform Operator will inform Users of such modifications.

5. Creation of Advertising Agreement and Transaction Costs

5.1. An Advertiser posts an Advertisement through “My Port of Paper” on the Platform Before the Advertiser can post an Advertisement, the User must log in to their Account. The Advertiser will be shown a preview of the Advertisement before it is posted on the Platform. After seeing the preview, the Advertiser can post the Advertisement by clicking “Post Ad”. By clicking “Post Ad”, the Advertisement will be posted on the Platform and an Advertising Agreement is established between the Advertiser and the Platform Operator.

5.2. An Advertisement on the Platform does not constitute a legally binding offer under the meaning of Article 7:217, Paragraph 1 of the Dutch Civil Code. An Advertisement is merely an invitation to negotiate a final offer. The Advertiser is free to accept an offer as they see fit. Users do not have a right to be invited to negotiate with the Advertiser. An offer can be accepted through the Platform by clicking on Accepted. The Users involved in the deal will be automatically notified immediately. Once the Advertiser has accepted the User’s offer, a legally binding sales agreement is established.

5.3. The Advertiser is not permitted to disrupt the bidding process by bidding on their own Advertisement or having a third party bid for them.

5.4. By posting an Advertisement, the User grants the Platform Operator the unlimited, non-exclusive, worldwide, royalty-free right to use the information in the Advertisement and any intellectual property rights for the duration of the active Advertisement. This right of use includes the right to copy, reproduce, publicly communicate, broadcast, modify, adapt, translate, sublicense or use in a database, through any of the Platform Operator’s processes.

5.4. An Advertisement will remain on the Platform until a deal has been accepted, provided that it complies with these Terms and Conditions and the Advertiser does not remove it.

5.5.. Users are not permitted to conduct a Transaction outside the Platform for an Object that has already been offered through the Platform. If a Transaction is conducted outside of the Platform, the Advertiser will pay the Platform Operator the Transaction Fees.

5.6. Transactions concluded through the Platform are subject to Transaction Fees. The Transaction Fees must be paid by the Advertiser in euros. The Transaction Fees are immediately due upon posting an Advertisement. The Transaction Fees will be collected by direct debit from the IBAN provided by the Advertiser. By posting an Advertisement, the Advertiser authorizes the Platform Operator to collect the fees by direct debit.

5.7. If the Advertiser fails to meet one or more of his obligations, including payment of the Transaction Fees, the Advertiser will owe a sum of 15% on the amount due, with a minimum of €150, in extrajudicial costs which are immediately due and payable, without prejudice to the Platform Operator’s right to compensation for the damage actually incurred. The Advertiser will be charged statutory interest on such extrajudicial costs. The Advertiser is in default if a 7-day period set by the Platform Operator has lapsed. Any judicial and enforcement costs incurred will also be borne by the Advertiser.

5.8. After a Transaction has been concluded (once a deal has been accepted), the Advertisement will be removed. The Advertiser is also authorized to remove the Advertisement before a Transaction has been concluded. In that event, the Advertiser has no right to any reimbursement of the Transaction Fee. The Platform Operator will store all data of every Advertisement (agreement) for 14 days after the Advertisement is removed. After that, the Platform Operator will store the details of the Advertising Agreement as described in the privacy statement at www.portofpaper.com/privacystatement.

6. Liability and indemnity

6.1. Posting an Advertisement and the execution of any Transactions is entirely the responsibility of the Advertiser. The Platform Operator is not responsible for the actual conclusion of a sales agreement between the Advertiser and the User, nor for the actual fulfillment of a transaction. The payment of a Transaction is settled between the parties. The Platform Operator is also not responsible for the offered Objects or the state thereof. Advertisers and Users must carry out sufficient research and inform themselves before posting an Advertisement on the Platform or purchasing an Object. The Platform Operator does not check the quality of the content of the Advertisement, the legality or accuracy of the Objects offered, or the Advertiser’s authority to sell Objects or the User’s authority to purchase an Object. The Platform Operator cannot, therefore, offer any guarantees. The Platform Operator cannot guarantee that Objects offered on the Platform will meet the User’s expectations.

6.2. The Platform Operator is not liable for any damages resulting directly or indirectly from business losses such as loss of data, profit, revenue, trade, business opportunity, goodwill, reputation or business interruption arising from the Use of the Services.

6.3. The Platform Operator is not liable for any damages resulting directly or indirectly from the Use of the Services, including delays or interruptions of the Services, the lack of secure availability of the Platform, viruses or other technologies, failures, errors or inaccuracies of the Services or the Platform, the Platform Operator’s decision to suspend or otherwise deny access to the Services, and changes to the Services.

6.4. The Advertiser and the User are responsible for compliance with all laws and regulations relating to international sales and purchases, including the shipment of Objects. The Objects may also be offered on the Platform’s international sites.

6.5. Each User indemnifies the Platform Operator against third-party claims with respect to damages suffered as a result of a breach or alleged breach of privacy legislation, the performance of a Transaction, the state or use of the purchased Objects and the alleged infringement or otherwise unlawful nature of the content of the Advertisement or the offered Object.

6.6. If for any reason whatsoever, the Platform Operator may be liable for damages, the Platform Operator will only be liable if the User serves notice of default on the Platform Operator without delay and sets a reasonable deadline for compliance of at least 14 days. In such case, the Platform Operator’s liability will be limited to the amount of the Transaction Fees. Liability for indirect damage is excluded at all times.

6.7. The limitations of liability set out in these Terms and Conditions also apply mutatis mutatis to third parties, such as agents, proxies and sublicensees, who manage the Services on behalf of the Platform Operator.

7. Contract duration

7.1. The Agreement between the User and the Platform Operator will exist as long as the User is using the Services and has not canceled, terminated or dissolved the Agreement. Having an Account is a strong indication that the User is using the Services.

7.2. The agreement can be canceled by both Parties. If the User has created an Account, the Platform Operator is entitled to remove the User’s Account after cancellation.

7.3. The Platform Operator can terminate the Agreement or the User’s access to the Platform with immediate effect and without notice if the User has breached any of their Obligations under these Terms and Conditions.

8. Advertising

8.1. Complaints regarding the Services must be reported to the Platform Operator in writing within 7 days of discovery. The complaint must be as detailed as possible to enable the Platform Operator to respond adequately.

8.2. If a complaint is founded, the Platform Operator will make every effort to resolve the User’s complaint. However, the Platform Operator cannot guarantee that all complaints will be resolved, nor can it be held liable for any damage suffered by the User as a result.

9. Intellectual property and copyrights

9.1. All intellectual property rights relating to the Services and material related to the preparation and execution of the Services, whether or not developed for the benefit of the User, will remain vested in the Platform Operator.

10. Governing law and disputes

10.1. The Agreements between the User and the Platform Operator are governed by Dutch law.

10.2. Any disputes arising from the Agreements concluded between the Parties and/or further agreements resulting from them will be settled by the competent court in the place where the Platform Manager has its registered office.

10.3. In the event of a dispute or impending dispute, the parties must make every effort to settle the matter amicably by mutual agreement.

11. Final provisions

11.1. “Port of Paper” is a trade name of veyzle b.v. veyzle b.v. has its registered office at Boutenslaan 195, 5654 AN in Eindhoven, the Netherlands, and is registered with the Chamber of Commerce under number 72595019.

11.2. These Terms and Conditions constitute the entire Agreement between the User and the Platform Operator and replace any previous agreements..

11.3. If individual provisions of these Terms and Conditions prove to be in conflict with laws or regulations, or are otherwise inapplicable, it will not affect the validity of the other provisions in these Terms and Conditions.