Article 1. Definitions
In these general terms and conditions, the following terms, always indicated with a capital letter, are used in the following meaning.
Article 2. General Provisions
These general terms and conditions apply to every offer from Woosa to enter into an Agreement and to every Agreement concluded as such. The applicability of the Licensee’s general terms and conditions, under whatever name, is explicitly rejected. Deviation from these general terms and conditions can only be done in writing and explicitly. If and insofar as the provisions of these general terms and conditions deviate from what the Parties have explicitly agreed in writing, the latter prevails. Destruction or nullity of one or more provisions of these general terms and conditions or the Agreement does not affect the validity of the other provisions. In such cases, Parties must consult to make an alternative arrangement for the relevant provision. As much as possible, the purpose and scope of the original provision will be taken into account.
Article 3. Offer and Conclusion of Agreements
Every offer from Woosa (including its offer on the Website and its quotations) is without obligation, even if a deadline for acceptance is stated. Woosa can withdraw its offer immediately, at least as soon as possible, after approval by the Licensee. If the Licensee has already made a payment in such a case, Woosa will arrange for a refund immediately, at least as soon as possible. The Licensee cannot derive any rights from an offer from Woosa that contains an obvious mistake or typo. Notwithstanding the provisions of paragraph 1, each Agreement is concluded when the Licensee has accepted Woosa’s offer in the manner designated by Woosa.
Article 4. 14-Day Money-Back Guarantee
The provisions of this article apply only if it has been expressly agreed that a 14-day money-back guarantee applies to the Agreement. During the 14 days as referred to in the previous paragraph, the Licensee can terminate the Agreement every 14 days without giving any reason, following the provisions of Article 7. Payment takes place every quarter and in advance in the case of the 90-day money-back guarantee. Customers can only claim the 14-day money-back guarantee if it meets the rules, which you can find here: 1) The plugins of Woosa will be removed from the WordPress website; 2) All products, connections and anything related to Woosa will be removed from WordPress; 3) Your domain will be blocked for further usage. The provisions of this article do not affect the provisions of Article 6; when applying this article and Article 6, the Consumer can rely on the most favorable conditions for him.
Article 5. Amendment of the Agreement
Woosa may change these general terms and conditions and the Agreement unilaterally. Woosa will announce the changes or additions at least one month before they take effect. The Licensee may object to the changes or additions within two weeks of the announcement. In case of objection, the Licensee has the right to terminate the Agreement without any consequences. If the Licensee does not agree to the changes or additions, the Licensee can terminate the Agreement from the date on which the changes or additions take effect.
Article 6. Duration and Termination of the Agreement
An Agreement between Woosa and the Licensee is entered into for at least one year. After this period, the Agreement will be extended for the exact same period. Termination can be done 7 days before the enddate. The duration of the Agreement is always agreed upon explicitly and is mentioned in the Agreement. The Licensee can terminate the Agreement at the end of the term, observing a notice period of one month. If the Licensee does not terminate the Agreement in writing one month before the end of the term, the Agreement will be tacitly renewed each time for the duration of the original term. The Agreement may be terminated by either Party in writing, extrajudicially and with immediate effect if the other Party fails to fulfill one or more of its obligations under the Agreement. Woosa has the right to terminate the Agreement with immediate effect if the Licensee is declared bankrupt, applies for suspension of payments, or is unable to meet its payment obligations. Termination of the Agreement by the Licensee is only possible in writing. If the Licensee terminates the Agreement before the end of the term or if Woosa terminates the Agreement due to an attributable shortcoming of the Licensee, Woosa is entitled to compensation for the damage suffered, including loss of profit.
Article 7. Prices and Payment
All prices are exclusive of turnover tax (VAT) and other government levies unless stated otherwise. Payment must be made in euros, in a manner specified by Woosa in the currency in which the invoice is made, unless explicitly agreed otherwise in writing. If the Licensee does not fulfill its payment obligations within the agreed period, it will be in default by operation of law, and Woosa is entitled to terminate the Agreement with immediate effect or to suspend its obligations under the Agreement. The Licensee owes Woosa the statutory commercial interest on the amount due if payment is not made within the agreed period. In case of liquidation, bankruptcy, attachment, or suspension of payment of the Licensee, the claims of Woosa on the Licensee are immediately due and payable. Woosa has the right to apply the payments made by the Licensee to first settle the costs, then to settle the interest due, and finally to settle the principal and current interest. Woosa can, without being in default as a result, refuse an offer for payment if the Licensee designates a different order for the allocation of the payment.
Article 8. Retention of Title
Woosa remains the owner of the Plugin until the Licensee has met all its obligations under the Agreement. The Licensee is not authorized to pledge the Plugin or to encumber it in any other way. The Licensee must always do everything that can reasonably be expected of him to safeguard the property rights of Woosa. If third parties seize the Plugin delivered under retention of title or want to establish or assert rights on it, the Licensee is obliged to immediately inform Woosa of this.
Article 9. Force Majeure
If Woosa is unable to fulfill its obligations under the Agreement due to force majeure, those obligations will be suspended for the duration of the force majeure. Force majeure is understood to mean any circumstance beyond the control of Woosa that permanently or temporarily prevents the fulfillment of its obligations, as well as, insofar as not already included, war, danger of war, civil war, riots, sabotage, natural disasters, fire, measures from the government, import and export restrictions, strikes, sit-ins, and sickness of personnel. If the force majeure lasts longer than 90 days, both Parties have the right to terminate the Agreement without any obligation to compensate the other Party for the damage suffered.
Article 10. Liability
Woosa is only liable for direct damage suffered by the Licensee that is the direct and exclusive result of a shortcoming by Woosa in the fulfillment of its obligations under the Agreement. Woosa is never liable for indirect damage, including consequential damage, lost profit, missed savings, and damage due to business interruption. The liability of Woosa is in any case limited to the amount that is paid out in the relevant case under the liability insurance of Woosa. If, for whatever reason, no payment is made under the liability insurance, any liability of Woosa is limited to the invoice amount of the Agreement, at least for that part of the Agreement to which the liability relates. The Licensee must always allow Woosa to repair or undo the damage. Any claim for damages against Woosa expires by the mere lapse of 12 months after the claim arose. The limitations of liability for direct damage included in these general terms and conditions do not apply if the damage is due to intent or gross negligence on the part of Woosa.
Article 11. Intellectual Property
All intellectual property rights to the Plugin and the accompanying documentation rest exclusively with Woosa or its licensors. The Licensee only obtains the non-exclusive right of use for the Plugin and the accompanying documentation as described in these general terms and conditions and the Agreement. Any other or more extensive right of the Licensee is excluded. The Licensee is not permitted to remove or modify any indication of the confidential nature or concerning copyrights, brands, trade names, or any other intellectual property right from the Plugin. The Licensee is not permitted to make the Plugin available to third parties in any way, whether or not for consideration, or to transfer it in any way, except insofar as this is necessary for the normal use of the Plugin by the Licensee following the Agreement.
Article 12. Confidentiality
The Parties are obliged to keep confidential all confidential information that they have obtained from each other or another source within the framework of their Agreement. Information is considered confidential if this has been communicated by the other Party or if this results from the nature of the information.
Article 13. Applicable Law and Disputes
Dutch law applies to the Agreement between Woosa and the Licensee. Disputes between Woosa and the Licensee will be submitted exclusively to the competent Dutch court in the district where Woosa has its registered office. If any provision in these general terms and conditions and the Agreement conflicts with mandatory legal provisions, this provision will lapse and will be replaced by a new legally permissible comparable provision to be determined by Woosa.
Article 14. Final Provisions
The most recent version, or the version valid at the time of the conclusion of the Agreement, applies to the general terms and conditions on the Website. The Dutch version of these general terms and conditions prevails over translations thereof.
Please note that this translation is provided to the best of my ability, and for any legal concerns or discrepancies, it is recommended to consult with a legal professional or translator.
