Terms and conditions

Article 1 Definitions

In these general terms and conditions, the following terms have the meanings set out below:

Customer: The natural or legal person acting in the course of a trade or profession (i.e., not a consumer).
Intermediary: The Online Platform acts as an intermediary between Supplier and Customer. The Online Platform is therefore not the seller.
Defect: Any deviation of the Products from the Specification and any other failure of the Products or services provided to function properly.
Complaints: As Intermediary, the Online Platform may seek to mediate in the event of potential issues between Supplier and Customer.
Supplier: A natural or legal person who, via the Platform and for consideration, supplies goods and/or services on behalf of the Customer.
Delivery Term: The period specified in the Agreement within which the Products must be delivered.
Online Platform: A service that uses software — the platform — which enables businesses to conclude Distance Agreements with other traders.
Order: Any order placed by the Customer with the Supplier, via the Online Platform, for the supply of Products or Services, in any form whatsoever.
Distance Agreement: An agreement concluded between the Customer and the Supplier within the framework of an organised system for distance selling of products, digital content and/or services, whereby, up to and including conclusion of the Agreement, exclusive or partial use is made of one or more means of distance communication.
Products: All items offered by the Supplier or Platform on the Online Platform, including any advice and/or creative output.
In Writing: In these general terms and conditions, “in writing” also includes communication by e-mail, provided the sender’s identity and the integrity of the e-mail are sufficiently established.
Specification: The description of the Products ordered by the Customer as stated in, or referred to by, the Order or the Agreement.
Means of Distance Communication: A method that may be used to conclude an Agreement without the customer and trader needing to be simultaneously present in the same place.

Article 2 Identity of the Platform

Helloprint B.V.
Schiedamse Vest 89
3012 BG Rotterdam
The Netherlands

Chamber of Commerce (KVK) number: 64710815
VAT identification number: IE3469492VH
RAN number: 1143561958
Telephone number: 0818 882 249
Email address: [email protected]
Monday to Thursday from 09:00 to 18:00
Friday from 09:00 to 17:00.
Trading under the name(s): HelloPrint

Article 3 Applicability

Clause 1: These general terms and conditions apply to every offer from the Supplier and to every Distance Agreement concluded between the Supplier and the Customer, unless agreed otherwise in writing.
Clause 2: If the Customer includes provisions or conditions in their order, confirmation or communication containing acceptance which deviate from, or are not included in, the general terms and conditions, these shall only be binding on the Supplier and Platform if and to the extent that they have been expressly accepted in writing by the Supplier.
Clause 3: Before the Distance Agreement is concluded, the text of these general terms and conditions will be made available to the Customer. If this is not reasonably possible, the Platform will, before conclusion of the Distance Agreement, indicate how the general terms and conditions can be inspected at the Platform and that they will be sent free of charge to the Customer as soon as possible upon request.
Clause 4: If the Distance Agreement is concluded electronically, then, in deviation from the previous Clause and before the Distance Agreement is concluded, the text of these general terms and conditions may be made available to the Customer electronically in such a way that the Customer can store them in an accessible manner on a durable data carrier. If this is not reasonably possible, it will be indicated, before the Distance Agreement is concluded, where the general terms and conditions can be consulted electronically and that they will be sent free of charge to the Customer, electronically or otherwise, upon request.
Clause 5: If, in addition to these general terms and conditions, specific product or service conditions also apply, the third and fourth Clauses of this Article apply mutatis mutandis, and in the event of conflicting conditions the Customer may always rely on the applicable provision that is most favourable to them.
Clause 6: If any provision of these general terms and conditions proves to be null and void, this shall not affect the validity of the general terms and conditions as a whole. In such case, the parties shall establish a new provision to replace it, which, as far as legally possible, reflects the intention of the original provision.

Article 4 The Offer

Clause 1: The content of the website and the offer has been compiled with the greatest care. However, the Supplier cannot guarantee that all information on the website is correct and complete at all times. All prices, offers and other information on the website and in other materials originating from the trader are therefore subject to obvious programming and typing errors.

Article 5 The Agreement

Clause 1: The Agreement is concluded via the Platform at the moment the Customer accepts the Supplier’s offer and fulfils the conditions stipulated therein.
Clause 2: If the Customer has accepted the offer via the Platform electronically, the Supplier shall promptly confirm receipt of the acceptance of the offer electronically. As long as receipt of this acceptance has not been confirmed by the Supplier, the Customer may dissolve the Agreement.
Clause 3: If an offer via the Platform is accepted by the Customer, the Supplier shall have the right to revoke the offer within three working days after receiving the acceptance. The Supplier shall notify such revocation to the Platform without delay.
Clause 4: If the Agreement is concluded electronically, the Platform shall take appropriate technical and organisational measures to secure the electronic transfer of data and shall ensure a secure web environment. If the Customer can pay electronically, the Platform shall observe appropriate security measures for this purpose.
Clause 5: If it appears that, upon acceptance or otherwise at the time of entering into the Agreement, incorrect data have been provided by the Customer, the Supplier shall be entitled to perform its obligations only after the correct data have been received.
Clause 6: Within statutory limits, the Supplier and/or Platform may ascertain whether the Customer can meet their payment obligations, as well as all facts and factors relevant to a responsible conclusion of the Distance Agreement. If, on the basis of this investigation, the Supplier has good grounds not to enter into the Agreement, it shall be entitled to refuse an order or request or to attach special conditions to the performance. A Supplier who refuses the request on the basis of the investigation or attaches special conditions to it shall notify the Customer via the Platform as soon as possible, but no later than three days after conclusion of the Agreement, stating the reasons.

Article 6 The Price

Clause 1: All prices stated on the Platform and in other materials originating from the Supplier are exclusive of VAT (unless stated otherwise) and, unless indicated otherwise on the website, exclusive of other levies imposed by the authorities.
Clause 2: The price(s) quoted by the Supplier in the offer are, unless agreed otherwise, based on the price-determining factors in force at the time of the offer, such as labour costs, costs of raw materials or materials, and exchange rates. The Platform increases these prices by a margin. Price increases resulting from a change in any of these price-determining factors after the offer may be passed on by the Supplier to the Customer, even if the Agreement has already been concluded.
Clause 3: Any additional costs, such as delivery and payment costs, are stated on the Platform and in any case shown during the ordering process.

Article 7 Delivery of Processed Products

Clause 1: If the Supplier is instructed to deliver Products specially processed and/or assembled for the Customer, the Customer is obliged to supply material suitable for processing in sufficient quantities. As long as the Customer has not fulfilled this obligation, the Supplier is entitled to suspend its obligations under the Agreement.
Clause 2: The Supplier is only obliged to send a proof, model, sample or example to the Customer for approval in advance if this has been stipulated in writing by the Customer when entering into the Agreement. In that case, the Supplier undertakes to submit a proof, model, sample or example to the Customer no later than two weeks after entering into the Agreement and after receipt of the materials to be processed, which shall be deemed to have been approved if no written response is received within five working days.
Clause 3: All costs of the proof, model, sample or example shall be charged separately and are not included in the agreed prices, unless expressly agreed otherwise.

Article 8 Advisory Services and Product Development

Clause 1: The Supplier is entitled to engage third parties in the performance of the Agreement. It is also entitled to transfer rights and obligations arising from the Agreement to third parties.

Article 9 Delivery, Delivery Term and Force Majeure

Clause 1: Delivery terms are approximate and shall never be regarded as strict deadlines, unless expressly agreed otherwise. These terms commence only once the Agreement has been concluded in accordance with Article 5 and all data required for performance of the Agreement have been provided and the Customer has paid the purchase price and/or the agreed instalment(s), or the security required by the Supplier has been provided.
Clause 2: If delivery is wholly or partly prevented by force majeure, the Supplier shall be entitled to suspend delivery and—if the situation constituting force majeure lasts longer than three months or as soon as it is certain that it will last longer than three months—to dissolve the Agreement in whole or in part for the portion not performed, and to claim payment for the parts already performed, all without being obliged to pay any compensation to the Customer.
Clause 3: In the event of force majeure, the Supplier or other third parties shall not be obliged to compensate any loss thereby suffered by the Customer.
Clause 4: Transport and insurance costs shall be borne by the Customer, even if it is agreed that the Supplier will arrange transport. Risk in the Products passes at the moment of delivery, as it should take place under these general terms and conditions. Transport takes place at the Customer’s risk, even if the carrier has expressly stipulated that all transport documents must state that all damage resulting from transport is for the account and risk of the sender.
Clause 5: If the Supplier arranges transport, the Customer or the third party designated by them must report any transport damage immediately upon receipt, but no later than 12 hours after receipt of the Products, to the carrier/forwarder and send a copy to the Platform.
Clause 6: Products not taken by the Customer or a designated third party after expiry of the Delivery Term shall be stored by the Supplier or Platform at the Customer’s expense and risk. If collection does not take place in time, the Supplier shall be entitled—after a period of 14 days following expiry of the Delivery Term—to dissolve the Agreement without prejudice to the right to compensation for damages and without prejudice to the right of the Supplier or Platform to sell the Products to third parties.
Clause 7: If the Products deviate only to a minor extent in colour, composition, weight, appearance, etc. from previously supplied models, samples or examples or otherwise from what has been agreed, the Products concerned shall be deemed to comply with the Agreement. In any event, the Supplier shall be deemed to have fulfilled its delivery obligations if the weight or quantity of the Products delivered does not deviate by more than 10% from what has been agreed.
Clause 8: Partial shipments of Products by the Supplier are permitted, and each shipment may be invoiced separately.
Clause 9: Delivery of 10% more or fewer items is possible and will be charged on an after-calculation basis.

Article 10 Right of Withdrawal for Consumers

Clause 1: Article 11 applies if, inadvertently, orders are placed via the Platform by consumers. The Platform is expressly intended to bring together supply and demand from businesses, associations, foundations, public authorities, etc., and not for consumers.
Clause 2: Products that are customised—that is, printed, engraved or otherwise personalised according to the specific wishes of the Customer—are excluded from the right of withdrawal because they constitute bespoke items. These items may not be returned. There is no cooling-off period: once the order process is started following the Customer’s approval, the right of withdrawal lapses.
Clause 3: For products that are not customised—that is, not personalised in any way—a standard cooling-off period of 14 calendar days applies under the right of withdrawal. The products must be returned undamaged and in the original undamaged packaging to an address in the Netherlands specified by the Supplier. Return shipping costs are borne by the Customer.

Article 11 Cancellation and Cost Allocation

If, after conclusion of the agreement, a Customer wishes to terminate it prematurely, the Supplier reserves the right to charge the costs already incurred by the Supplier in relation to products already purchased, the Supplier’s account/support hours, costs of third parties engaged, and administrative costs, etc. (subject to a minimum of €32.50 + 1% of the order value). For printed orders, once a proof has been approved, cancellation is no longer possible and the full invoice amount is payable by the Customer to the Supplier.

Article 12 Complaints

Clause 1: The Supplier warrants that the products, services or digital content comply with the Agreement, the specifications stated in the offer, the reasonable requirements of soundness and/or usability, and the statutory provisions and/or government regulations in force on the date the Agreement is concluded.
Clause 2: The Customer is obliged to check the Products (or have them checked) immediately upon delivery for any Defects.
Clause 3: If the delivered product, the service provided or the digital content does not conform to the Agreement (is delivered defective or faulty), the Customer must notify the Platform within no later than three working days after they could reasonably have discovered this. If the Customer fails to do so, they can no longer claim any form of repair, replacement, compensation and/or refund in respect of this defect.
Clause 4: A complaint as referred to in the previous Clause does not suspend the Customer’s payment obligations.
Clause 5: If the Supplier considers a complaint to be well-founded, the relevant products will, after consultation with the Customer, be repaired, replaced or (partially) reimbursed. The Platform acts as an intermediary between Supplier and Customer and may assume this role in the event of complaints.
Clause 6: If the Supplier agrees with the Customer that, on the basis of this Article, products are to be returned, the Customer must return the products as soon as possible, and in any case within 14 days. If repayment of amounts already paid in advance is made, the Platform will refund these amounts within 30 days of receipt of the products.
Clause 7: The Platform does not supply Products itself and acts only as Intermediary in the event of a complaint.

Article 13 Long-Term Transactions: Payment

Clause 1: Unless agreed otherwise in writing and without prejudice to the following Clause, payments to the Platform must be made in euros via a payment method selected on the platform. The Platform is entitled to invoice electronically, to which the Customer hereby in advance agrees.
Clause 3: The Platform is at all times entitled, before proceeding with delivery or continuing delivery, to require, at its discretion, sufficient advance payment or security for the Customer’s fulfilment of payment obligations, and the Platform is entitled to suspend further delivery if the Customer does not comply with this requirement, even if a fixed delivery time has been agreed; all this without prejudice to the Platform’s right to claim compensation for damage due to late and/or non-performance of the Agreement.
Clause 4: If the Customer has not paid the amount owed under the Agreement within the agreed term, they shall be in default by operation of law, and the Platform shall, without any notice of default being required, have the right to charge them, from the due date of the unpaid invoice(s), interest at a rate of 2% above the statutory commercial interest, with a minimum interest rate of 12% per year on the invoice amount, without prejudice to all other rights accruing to the Supplier and/or Platform.
Clause 5: All judicial and extrajudicial costs incurred by the Platform for collection of the invoice amount, including the fees of third parties engaged by the Platform, shall be borne by the Customer. For extrajudicial costs, the Customer owes at least 10% of the principal sum, with an absolute minimum of €250.
Clause 6: If the Customer is in default regarding their obligations under the Agreement or these general terms and conditions, all payment obligations of the Customer to the Platform shall become immediately due and payable from that moment, regardless of whether an invoice has already been issued.

Article 14 Intellectual and Industrial Property Rights and Confidentiality

Clause 1: All rights of intellectual and industrial property (including trade mark rights, design rights and patents) in all designs, drawings, models, samples and examples (hereinafter: “the Information”) made available by the Customer under the Agreement or developed under the Agreement shall vest exclusively in the Customer, unless expressly agreed otherwise.
Clause 2: The Supplier and Platform are not entitled to use the Information referred to in the previous Clause other than for the intended use of the Products provided for in the Agreement to which it relates.
Clause 3: The Platform and Supplier shall observe confidentiality with regard to all information and specifications made available by the Customer for the performance of the Agreement. Upon request, the Supplier and Platform must promptly deliver the confidential information, as well as all copies or other reproductions thereof, to the Customer in the manner to be further determined by the Customer.

Article 15 Liability

Clause 1: Except in cases of wilful misconduct or gross negligence, the total liability of the Platform towards the Supplier and/or Customer due to attributable failure in the performance of the Agreement is limited to a maximum of the price (excluding VAT) agreed for the specific Products concerned.
Clause 2: The Platform accepts no liability for the Supplier’s improper placement of the Customer’s company logo and/or trade name on the Customer’s goods, other processing of the Customer’s goods and/or delivery of Products, if and to the extent the Defect is the result of inaccuracies or shortcomings in the design provided by the Customer to the Supplier, as well as for infringements that the design makes on third-party rights.
Clause 3: For the damage described above, the Platform accepts no liability in any event for damage in respect of which its insurer makes no payment. Upon request, the Platform will provide a copy of the relevant insurance policy. Furthermore, the Platform’s total liability shall never exceed the order amount in total per event.
Clause 4: The Customer and/or Supplier indemnifies the Platform against all claims from third parties who claim to have suffered damage as a result of a Defect in an item supplied by the Customer and/or Supplier.
Clause 5: In the event of force majeure as referred to in Article 9, Clause 3 of these general terms and conditions, the Platform shall never be liable for any damage whatsoever.
Clause 6: Unless expressly agreed otherwise in writing, all legal claims under the Agreement and these general terms and conditions shall lapse upon the expiry of one year after the delivery date.

Article 16 Termination

Clause 1: If the Customer fails to perform any of their obligations towards the Supplier and/or Platform, or fails to do so on time or properly, or applies for suspension of payments or for bankruptcy, is declared bankrupt, or ceases their business, in the event of a legal merger or if a substantial part of control over the Customer passes into other hands, all invoices shall become immediately due and payable and the Supplier and/or Platform shall have the right—without judicial intervention and/or further notice of default being required—to terminate, by means of a written statement, all Agreements concluded with the Customer in whole or in part, and the Supplier and/or Platform shall be entitled to compensation for all direct, indirect and consequential damage, including loss of profit, without prejudice to other statutory rights accruing to it.
Clause 2: If, even after a written reminder to that effect, the Supplier fails to perform its obligations in respect of the defective part, the Customer may terminate the Agreement insofar as that part is concerned, without however being entitled to compensation for termination damages, whereby the provisions in Article 11 of these general terms and conditions regarding retention of title remain expressly in force.

Article 17 Numbers, Sizes, Weights and Other Data

Clause 1: Minor deviations from stated sizes, weights, quantities, colours (PMS colour coding is leading) and other such data shall not constitute shortcomings. Trade practices determine whether minor deviations exist.

Article 18 Disputes / Applicable Law / Choice of Forum

Clause 1: These general terms and conditions, and all offers and Agreements to which these general terms and conditions apply, are governed exclusively by Dutch law. The UN Convention on Contracts for the International Sale of Goods (CISG, the Vienna Sales Convention) does not apply.
Clause 2: All disputes arising between the Supplier and/or Platform and the Customer concerning the performance of the Agreement shall be decided exclusively by the competent court in the district where the Platform has its registered office.

Article 19 Processing of Personal Data

Clause 1: If the Customer provides personal data to the Supplier and/or Platform that are necessary for performance of the Agreement, the Customer shall remain the Controller for the data processing within the meaning of the General Data Protection Regulation.
Clause 2: The Supplier and/or Platform shall take the necessary technical and organisational measures to secure the processing of personal data against loss or unlawful processing. In taking such measures, the Supplier and/or Platform shall take into account the interests of the Customer to be protected and the nature of the personal data processed by the Supplier and/or Platform on behalf of the Customer.
Clause 3: After completion of the Agreement, the Supplier and/or Platform shall, at the Customer’s instruction, destroy the personal data obtained by the Supplier and/or Platform in the context of performing the Agreement, unless the Customer disputes the services delivered.
Clause 4: The Supplier and/or Platform and the Customer shall record their mutual rights and obligations separately in a Data Processing Agreement.

Article 20 Other Provisions

Clause 1: These general terms and conditions are available in Dutch and English. In the event of differences in interpretation, the Dutch version shall prevail.
Clause 2: These general terms and conditions may be amended by the Platform. Amendments shall be notified by the Platform to the Supplier and Customer in writing and shall take effect immediately. The Supplier and Customer hereby agree in advance to the content and applicability of the amended general terms and conditions as from the effective date stated at the time of notification.
Clause 3: If any provision of the Agreement or these general terms and conditions proves to be null and void or otherwise unenforceable, this shall not affect the validity of the remaining provisions of the Agreement and the general terms and conditions. In that case, the Supplier and/or Platform shall be entitled to substitute a provision that approximates as closely as possible the purpose and purport of the nullified or unenforceable provision.