Terms & Conditions
These Terms and Conditions and the Merchants Application Form (“Application Form”), set out the conditions relating to the agreement (“Agreement”) between Safe.Shop and Merchant.
- Agreement: any arrangement or agreement between Safe.Shop and Merchant of which the Terms and Conditions are an integral part.
- Application Form: the form on the website of Safe.Shop a Merchant files to enter into an Agreement with Safe.Shop.
- Level of Certification: one of the three levels of certification a Merchant can reach, each with a corresponding Logo.
- Logo: the Safe.Shop Logo which Merchants must, after and in accordance with given instructions by Safe.Shop or its partners, incorporate on Merchants website.
- Merchant: a company who enters into an Agreement with Safe.Shop.
- Safe.Shop: a tradename of Ecommerce Operations B.V. with its registered office and its principal place of business at Rijksstraatweg 29, 1115 AH, Duivendrecht, Netherlands, and registered with the Chamber of Commerce under registration number 66717809.
- Terms and Conditions: these Terms and Conditions.
- Website: the website of Safe.Shop, to be found at https://safe.shop and all of its subdomains.
- Upon application through the Website, Merchant accepts these Terms and Conditions and declares to be prepared to adhere to the Global Ecommerce Code of Conduct which can be found here: https://www.safe.shop/uk-en/terms-conditions.
- The Agreement between Merchant and Safe.Shop enters into force as soon as
- Merchant digitally signs and files its Application Form on the Website, orii) Safe.Shop accepts and confirms Merchant’s application after Merchant prints and sends the Application Form to Safe.Shop.
- The Agreement consists of these Terms and Conditions and the conditions set out in the Application Form.
- Safe.Shop has the right to engage third parties in the execution of the Agreement, without prior approval of Merchant.
Pricing and Payment terms
- The amount of Merchant’s annual payment obligation is based on the Merchant’s Application Form and consists of a:
- Contribution fee
- Legal certification fee
- Optional services fee (if requested)
- The contribution fee is based on the Merchant’s annual turnover in fiscal year previous to the year of application. Merchant declares and agrees that the information provided in the Application Form is accurate.
- On request of Safe.Shop, Merchant shall disclose all necessary information to Safe.Shop in order to determine whether the information provided by Merchant is accurate. If the actual turnover in the previous fiscal year exceeds the turnover on which the contribution fee has been based, Safe.Shop has the right to recalculate the contribution fee (and charge the difference in retrospect and apply the recalculated fee for future terms.
- Merchant agrees to electronic invoicing. Safe.Shop will send the Merchant an electronic invoice of the sum it owes, except if:
Merchant has paid all due fees directly after filing its Application Form on the Website, or
Safe.Shop is authorized by Merchant to collect payment via automatic bank transfer, or
Merchant has been registered by one of Safe.Shop’s authorized partners whom invoice on behalf of Safe.Shop.
- If the Merchant authorizes Safe.Shop to collect payment via automatic bank transfer, the Merchant will supply Safe.Shop with its bank account number or credit card details for such purpose as soon as possible, but in any event on demand by Safe.Shop. If the automatic transfer is unsuccessful, Safe.Shop is entitled to charge the Merchant the sum of twenty-five euros (€ 25.00) in respect of administration costs.
- Invoiced amounts are due and payable within fourteen (14) days after the invoice date.
- If the Merchant fails to pay an invoice in full or at all within the payment term, then upon expiry of that payment term the Merchant is automatically in breach without the need to be served with any notice of default.
- If payment is not made on time, the Merchant will be liable to interest at the statutory commercial rate on the outstanding sum as from the first day after the final date for payment, plus a sum of twelve euros and fifty cents (€ 25.00) for administration costs, without the need to be served with any notice of default. In such a case the Merchant will be liable to pay for all judicial and extrajudicial (collection) costs including, but not limited to, the fees of attorneys, bailiffs and debt collection agencies.
- The claim for payment becomes immediately enforceable if the Merchant is declared insolvent, applies for a moratorium, or any attachment is secured upon its property, or dies, becomes bankrupt or its business is wound up.
- All prices quoted by Safe.Shop on the website are in euros and exclusive VAT unless explicitly specified otherwise.
Usage of the Safe.Shop Logo
- Merchant is at all times solely responsible for compliance with criteria set out by the corresponding Level of Certification. Safe.Shop has the right to withdraw permission to incorporate the Logo on Merchant’s website when:
- Merchant is noncompliant to the criteria of Level of Certification corresponding with the Logo.
- Merchant fails to pay any due amounts.
- Materials (i.e. country reports, magazines, newsletters) provided by Safe.Shop to Merchant may not be shared, copied or in any other way distributed to other parties without prior written permission of Safe.Shop.
- All trademarks, trade names (whether registered or unregistered), proprietary rights in domain names, knowhow, confidential information and any other content published by Safe.Shop and information and images on the Website are the intellectual property of, or licensed to, Safe.Shop. None of these items may be copied, shared or used without prior written permission of Safe.Shop, except and to the extent permitted by mandatory law.
- All submissions, ideas, remarks or other information Merchant provides to Safe.Shop is and remains Merchant’s property (or the property of its suppliers or licensors). Safe.Shop receives an unlimited license for use of this information for other services of Safe.Shop.
- Safe.Shop may use Merchant’s logos, trademarks and other brand assets in order to promote Merchant’s participation as well as to promote the Safe.Shop Framework. In respect thereto, Safe.Shop receives an unlimited license.
Limitation of liability
- Safe.Shop is not liable for damage, loss, third-party claims, fines and/or costs, arising from whatever reason, and Merchant indemnifies Safe.Shop in this regard, unless Merchant can prove that this is the result of an intentional act or deliberate recklessness on the part of Safe.Shop.
- Safe.Shop is in no event liable for indirect damages, consequential damages , lost profits, loss of goodwill or reputation, missed savings or damages through business interruption, immaterial damage, any other financial loss, and/or damage suffered by Merchant or third parties.
- If Safe.Shop should be liable by virtue of article 5.1 or for damage imposed in any other way by law, the indemnity will be capped to the total compensation for damage of one thousand (€ 1.000,-) euros.
- In case of force majeure, Safe.Shop is never required to compensate damages suffered by Merchant. Force majeure includes among others disruptions or unavailability of the internet, telecommunication infrastructure, power interruptions, riots, traffic jams, strikes, company disruptions, interruptions in supply, fires and floods.
- Merchant indemnifies Safe.Shop against all claims from third parties in relation to the Agreement.
Changes to terms
- Safe.Shop may change or add provisions to these Terms and Conditions as well as any prices at any time. Minor changes or additions have immediate effect, without notification being necessary. Safe.Shop shall announce non-minor changes or additions at least thirty (30) days before taking effect.
- If Merchant does not agree to any non-minor changes or additions, the parties will enter into consultation with each other. If Merchant chooses not to accept the changes or additions, it may terminate the Agreement until the moment the changes and/or additions take effect. Termination will never result in any sort of repayment obligation for Safe.Shop.
- Any reference on Merchant’s Website to Safe.Shop (i.e. usage of the Logo, textual reference) after the date of effect, shall constitute Merchant’s acceptance of the changed or added-to terms and conditions.
Duration and termination
- From the moment the Agreement is concluded according to Article 1.2, it remains in force for the remainder of the year of conclusion. After this period, the Agreement is silently renewed with successive terms of one (1) year. Both parties may terminate the Agreement at the end of each term while taking into account a two (2) month notice period.
- The Agreement may be terminated by Safe.Shop with immediate effect without due observance of any notice period in the event of any of the following circumstances:
Tthe Merchant is declared bankrupt;
The Merchant is granted a suspension of payments;
The Merchant is wound up or its business activities are discontinued.
- In the event of a breach of contract by Merchant, Safe.Shop has the right to terminate or suspend the Agreement or any unfulfilled part thereof, without notice of default or judicial intervention being required and without this resulting in any right to compensation for damages on the part of Merchant.
- Dutch law applies to the Agreement between Merchant and Safe.Shop. The official language governing the Agreement is English.
- In the event of a conflict or inconsistency between one or more provisions of a version of these Terms and Conditions in another language than English, the English version of the Terms and Conditions shall prevail.
- Insofar as permitted by law, the applicability of articles 6:227b and 6:227c of the Dutch Civil Code is explicitly excluded.
- Except to the extent determined otherwise by mandatory applicable law all disputes arising in connection with Safe.Shop shall be brought before the competent Dutch court for the principal place of business of Safe.Shop.
- For any clause in these terms and conditions that demand that a statement must be done "in writing" to be legally valid, a statement by e-mail or communication through the Safe.Shop service shall be sufficient provided with sufficient certainty the authenticity of the sender can be established and the integrity of the statement has not been compromised.
- The version of any communication of information as recorded by Safe.Shop shall be deemed to be authentic, unless proved otherwise.
- In case any part of these Terms and Conditions are declared legally invalid, this shall not affect the validity of the whole of the Agreement. The parties shall in such an event agree on one or more replacement provisions that approximate the original intent of the invalid provision(s) within the limits of the law.
- Merchant is not entitled to transfer its rights and obligation under the Agreement, in full or in part, to a third party, unless with Safe.Shop’s explicit and written consent. Safe.Shop is entitled to transfer its rights and obligations under the Agreement to a third party as part of an acquisition of Safe.Shop or the associated business activities.
Should you have any questions, complaints or comments after reading these Terms and Conditions, please contact us by email or letter.
Safe.Shop – Ecommerce Operations B.V.
1115 AH, Duivendrecht, Netherlands
tel: +31 20 238 6081