Terms and Conditions

Version: 31-07-2024, Translation: 26-01-2025 (Rights can only be vested in the Dutch version.)

Article 1 - Definitions

1. Snufl: Snufl, established at Leeuwerikstraat 8 4815 CT Breda, Chamber of Commerce number 94536414.
2. Customer: the person with whom Snufl enters into an agreement.
3. Parties: Snufl and the Customer together.
4. Consumer: a Customer who is also an individual and who acts as a private person.
5. Platform: all digital forms of software systems/applications which are managed on behalf of Snufl.
6. Profile: A collection of data and information that a Customer voluntarily shares.

Article 2 - Applicability

1. These terms and conditions apply to all quotations, offers, activities, orders, agreements, and deliveries of services or products on behalf of Snufl.
2. These conditions also apply to all forms of interaction with the Platform.
3. Snufl and the Customer can only deviate from these conditions if agreed upon in writing.
4. Snufl and the Customer explicitly exclude the applicability of the Customer's or others' general terms and conditions.

Article 3 - Prices

1. Snufl uses prices in euros, including VAT and excluding any other costs such as administration or shipping costs, unless agreed otherwise in writing.
2. Snufl may change the prices of its services and products on its website and in other communications at any time.
3. Snufl and the Customer agree on a total amount as a guideline price for service provision by Snufl, unless agreed otherwise in writing.
4. Snufl may deviate up to 10% from the guideline price.
5. Snufl must inform the Customer in time why a higher price is justified when the guideline price will exceed 10%.
6. The Customer may cancel the part of the order that exceeds the guideline price (plus 10%) when the guideline price will exceed 10%.
7. Snufl may adjust prices monthly.
8. Snufl will communicate price adjustments to the Customer prior to their implementation.
9. A consumer may cancel the agreement with Snufl if they disagree with the price increase.

Article 4 - Payments and Payment Terms

1. The Customer pays for products and/or services directly or periodically via direct debit.
2. Snufl may require a down payment of 60% of the agreed amount when entering into an agreement for a service.
3. The Customer must pay invoices to Snufl within 7 days of the invoice date, unless agreed otherwise in writing or a different payment term is stated on the invoice.
4. The mentioned payment terms are strict deadlines. When the Customer has not paid the amount by the last day of the payment term, they are automatically in default without Snufl needing to send a reminder or notice of default.
5. Snufl may make delivery conditional upon immediate payment or require security for the total amount of product(s) and/or service(s).

Article 5 - Right of Reclamation

1. When the Customer is in default, Snufl may invoke the right of reclamation regarding unpaid products delivered to the Customer.
2. Snufl exercises its right of reclamation through written or electronic notification to the Customer.
3. Once the Customer has been notified of the invoked right of reclamation, the Customer must immediately return the products in question to Snufl, unless agreed otherwise in writing.
4. The Customer pays the costs for retrieving or returning the products mentioned in paragraph 3.

Article 6 - Right of Withdrawal

1. A consumer may cancel an online purchase within 14 days after purchase without giving any reason. This Right of Withdrawal does not apply to:
   • services regarding accommodation, travel, restaurant business, transport, catering, or forms of leisure activities
   • emergency repairs
   • betting or lotteries
   • when the consumer has waived their right of withdrawal
   • services that are fully performed within the reflection period with the Customer's explicit consent, where the Customer has declared to waive their right of withdrawal
2. The 14-day reflection period in paragraph 1 begins:
   • as soon as the consumer has concluded an agreement for the delivery of a service
   • as soon as the consumer has confirmed they will receive digital content via the internet
3. The consumer can exercise their right of withdrawal by sending an email on this subject to support@snufl.app

Article 7 - Right of Retention

1. Snufl may exercise its right of retention and in this case retain the Customer's products until the Customer has paid all outstanding invoices to Snufl, unless the Customer has provided sufficient security for these costs.
2. The right of retention also applies based on previous agreements for which the Customer still owes money to Snufl.
3. Snufl is not liable for any damage suffered by the Customer due to the exercise of its right of retention.

Article 8 - Retention of Title

1. Snufl remains the owner of all delivered products until the Customer has paid all outstanding invoices from Snufl relating to an underlying agreement, including claims due to failure to perform.
2. Until the time mentioned in paragraph 1, Snufl may exercise its retention of title and reclaim the items.
3. Before ownership has transferred to the Customer, the Customer may not pledge, sell, dispose of, or otherwise encumber the products.
4. When Snufl exercises its retention of title, the agreement is thereby cancelled, and Snufl may claim compensation, lost profits, and interest from the Customer.

Article 9 - Insurance

1. The Customer must adequately insure and keep insured against, among others, fire, explosion and water damage, and theft:
   • delivered items necessary for the execution of the underlying agreement
   • items of Snufl present at the Customer's location
   • items delivered under retention of title
2. The Customer provides Snufl with access to the insurance policies of these insurances upon first request.

Article 10 - Storage

1. When the Customer takes delivery of ordered products later than the agreed delivery date, the risk of any quality loss is entirely for the Customer.
2. Any additional costs resulting from early or late acceptance of products are entirely for the Customer's account.

Article 11 - Warranty

1. When the Customer and Snufl have entered into an agreement with a service character, this contains only an obligation of effort for Snufl and not an obligation of result.
2. The warranty on products only applies to defects caused by faulty manufacture, construction, or defective materials.
3. The warranty does not apply:
   • in case of normal wear and tear
   • for damage caused by accidents
   • for damage caused by modifications made to the product
   • for damage due to negligence or improper use by the Customer
   • when the cause of the defect cannot be clearly determined
4. The risk of loss, damage, or theft of products delivered by Snufl transfers to the Customer as soon as they are legally or actually delivered, or come into the power of the Customer or a third party who receives the product on behalf of the Customer.

Article 12 - Execution of the Agreement

1. Snufl executes the agreement to the best of its insight and ability and according to the requirements of good workmanship.
2. Snufl may have the agreed services executed in whole or in part by others.
3. The execution of the agreement takes place in consultation and after written approval and payment of any advance by the Customer.
4. The Customer must ensure that Snufl can start the execution of the agreement on time.
5. If the Customer fails to ensure that Snufl can start on time, the resulting additional costs are for the Customer's account.

Article 13 - Information Provision by the Customer

1. The Customer shall make all information, data, and documents relevant for the correct execution of the agreement available to Snufl in a timely manner and in the desired form and manner.
2. The Customer guarantees the accuracy and completeness of the information, data, and documents provided, even if these originate from third parties, unless the nature of the agreement dictates otherwise.
3. When and insofar as the Customer requests, Snufl will return the relevant documents.
4. If the Customer does not, not timely, or not properly make available the information, data, or documents reasonably required by Snufl, and the execution of the agreement is delayed as a result, the resulting additional costs and extra hours are for the Customer's account.

Article 14 - Duration of Service Agreement

1. The agreement between Snufl and the Customer for a service is entered into for a duration of 1 month, unless the nature of the agreement dictates otherwise or something else has been agreed in writing.
2. After the expiry of the term in paragraph 1, the agreement is tacitly converted into an agreement for an indefinite period, unless the Customer or Snufl terminates the agreement with a notice period of 1 month.

Article 15 - Termination of Fixed-Term Service

1. The Customer cannot terminate a fixed-term service agreement earlier than after 1 year, unless the nature of the agreement dictates otherwise or something else has been agreed in writing.
2. After the expiry of the minimum term of 1 year, the Customer can terminate the agreement in paragraph 1 with a notice period of 1 month.
3. After the expiry of the minimum term of 1 year, a consumer can terminate the agreement in paragraph 1 with a notice period of 1 month.
4. If the service agreement has been entered into for less than 1 year, the agreement cannot be terminated prematurely.

Article 16 - Intellectual Property

1. Snufl retains all intellectual property rights to the platform, designs, drawings, logos, writings, documents, images, location data, data carriers or other information, quotations, sketches, models, mock-ups, unless agreed otherwise.
2. The Customer may not show, make available, reproduce data, or otherwise use the intellectual property rights in paragraph 1 without prior written permission from Snufl.
3. The Customer may only use the intellectual property rights in paragraph 1 for the purposes for which they are intended.
4. The Customer may not remove or modify any indications from Snufl regarding copyrights, trademarks, trade names, or other intellectual property rights.

Article 17 - Confidentiality

1. The Customer shall keep confidential any information, in whatever form, received from Snufl.
2. The same applies to all other information concerning Snufl that the Customer knows or reasonably suspects is confidential, or information which they can expect that its dissemination could harm Snufl.
3. The Customer shall take all necessary measures to ensure they maintain the confidentiality of the information in paragraphs 1 and 2.
4. The confidentiality obligation described in this article applies to information:
   • that was already public before the Customer learned of this information or that later became public without this being the result of a violation of the Customer's confidentiality obligation
   • that is made public by the Customer based on a legal obligation
5. The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its termination.

Article 18 - Penalty Clause

1. If the Customer violates the article on intellectual property (Article 16) or confidentiality (Article 17), they must pay Snufl an immediately payable penalty for each violation.
2. If the Customer is a consumer, the penalty in paragraph 1 is: €3,000.
3. If the Customer is not a consumer, the penalty in paragraph 1 is: €10,000.
4. Additionally, the Customer must pay an amount of 5% of the applicable amount in paragraph 2 or 3 for each day the violation continues.
5. The Customer must pay the penalty in paragraph 1 without a notice of default or legal proceedings being required. There also does not need to be any damage.
6. Snufl may claim compensation from the Customer in addition to the penalty in paragraph 1.

Article 19 - Profile

1. When creating a profile in Snufl's mobile app, the Customer must provide correct and complete information.
2. The Customer is responsible for keeping their profile information up to date and must immediately notify Snufl of any changes.
3. The Customer may only create and use one profile, unless explicitly agreed otherwise with Snufl.
4. The Customer is responsible for maintaining the confidentiality of their login credentials and must immediately inform Snufl if unauthorized use of their profile is suspected.
5. Snufl reserves the right to remove profiles that violate the terms of use or contain false information without prior notice.
6. The Customer may only use the mobile app and their profile for legitimate and legal purposes and shall refrain from behavior that is harmful to Snufl or other users.
7. The Customer must follow all instructions and guidelines from Snufl regarding the use of the mobile app and profile.
8. Snufl is entitled to restrict or terminate the use of profiles and access to the mobile app if the Customer does not comply with this agreement.

Article 20 - Compliance with Code of Conduct, Laws and Regulations

1. The Customer must comply with applicable laws and regulations when using Snufl's services.
2. The Customer must comply with the code of conduct established by Snufl. This code of conduct can be found on Snufl's website and is considered part of this agreement.
3. In case of violation of the code of conduct or laws and regulations, Snufl reserves the right to take appropriate measures, including restricting or terminating access to services.
4. The Customer must immediately notify Snufl of any violation of the code of conduct or laws and regulations that they notice.
5. The Customer must follow all reasonable instructions from Snufl regarding compliance with the code of conduct, laws and regulations, and the terms of the agreement.
6. Snufl reserves the right to periodically review and adjust the code of conduct. Changes will be communicated to the Customer and are effective from that moment.
7. In the event of a conflict between the code of conduct and applicable laws and regulations, the legal provisions prevail.
8. The Customer indemnifies Snufl against all claims by third parties arising from the Customer's violation of the code of conduct, laws and regulations, or this agreement.

Article 21 - Indemnification

1. The Customer indemnifies Snufl against all claims by others relating to products and/or services delivered by Snufl.

Article 22 - Complaints

1. The Customer must examine a product delivered or service provided by Snufl for any deficiencies as soon as possible.
2. If a delivered product or provided service does not meet what the Customer could reasonably expect, the Customer must notify Snufl within 1 month after discovering the deficiency.
3. A consumer must notify Snufl of a deficiency no later than 2 months after discovering it.
4. The Customer must provide as detailed a description as possible of the deficiency so that Snufl can respond appropriately.
5. The Customer must demonstrate that the complaint relates to an agreement between the Customer and Snufl.
6. When a complaint concerns ongoing work, the Customer cannot demand that Snufl perform work other than what was agreed upon.

Article 23 - Notice of Default

1. The Customer must communicate any notice of default in writing by registered letter to the address specified in Article 1, paragraph 1.
2. The Customer is responsible for ensuring their notice of default reaches Snufl in time.

Article 24 - Customer Liability

1. When Snufl enters into an agreement with multiple Customers, each of them is jointly and severally liable for fulfilling the agreements in the contract.

Article 25 - Snufl Liability

1. Snufl is only liable for damage suffered by the Customer when that damage is caused by intent or deliberate recklessness.
2. When Snufl is liable for damage, this only applies to direct damage related to the execution of an underlying agreement.
3. Snufl is not liable for indirect damage, such as consequential damage, lost profit, or damage to third parties.
4. When Snufl is liable, this liability is limited to the amount paid out by a closed (professional) liability insurance. If no insurance has been taken out or no damage amount is paid out, the liability is limited to the (part of the) invoice amount to which the liability relates.
5. All images, photos, colors, drawings, descriptions on the website, in the app, or any other medium provided by Snufl are merely indicative and cannot lead to any compensation, dissolution, or suspension.

Article 26 - Limitation Period

1. Every right of the Customer to compensation from Snufl expires 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Article 27 - Dissolution

1. The Customer may cancel the agreement when Snufl fails culpably in fulfilling its obligations, unless this failure does not justify dissolution due to its special nature or minor significance.
2. If fulfillment of obligations by Snufl is still possible, dissolution can only take place after Snufl is in default.
3. Snufl may cancel the agreement with the Customer when the Customer does not fully or timely fulfill their obligations under the agreement, or when Snufl has learned of circumstances giving good reason to believe that the Customer will not fulfill their obligations.

Article 28 - Force Majeure

1. In addition to Article 6:75 of the Dutch Civil Code, a failure by Snufl cannot be attributed to Snufl by the Customer if there is a situation of force majeure.
2. The force majeure situation in paragraph 1 includes, among others:
   • an emergency such as civil war or natural disaster
   • default or force majeure of suppliers, deliverers, or others
   • power, electricity, internet, computer, or telecommunications failures
   • computer viruses
   • strikes
   • government measures
   • transport problems
   • adverse weather conditions
   • work interruptions
3. When a force majeure situation occurs preventing Snufl from fulfilling one or more obligations to the Customer, these obligations are suspended until Snufl can fulfill them.
4. From the moment a force majeure situation has lasted at least 30 calendar days, both the Customer and Snufl may cancel the agreement in whole or in part in writing.
5. Snufl does not need to pay any compensation to the Customer in a force majeure situation, even if Snufl benefits from it.

Article 29 - Agreement Amendment

1. When it is necessary for execution to amend a closed agreement, the Customer and Snufl may adjust the agreement.

Article 30 - Amendment of General Terms

1. Snufl may amend these general terms and conditions.
2. Changes of minor importance may always be implemented.
3. Snufl will discuss substantial changes with the Customer as much as possible in advance.
4. A consumer may terminate the underlying agreement in case of a substantial change to the general terms and conditions.

Article 31 - Transfer of Rights

1. The Customer cannot transfer rights from an agreement to others without written permission from Snufl.
2. This provision applies as a clause with property law effect as referred to in Article 3:83 paragraph 2 of the Dutch Civil Code.

Article 32 - Consequences of Nullity or Voidability

1. When one or more provisions of these general terms and conditions prove to be null or voidable, this does not affect the remaining provisions of these terms.
2. A provision that is null or voidable shall in that case be replaced by a provision that comes closest to what Snufl had in mind when drafting the terms on that point.

Article 33 - Applicable Law and Competent Court

1. Dutch law applies to these general terms and conditions and every underlying agreement between the Customer and Snufl.
2. The court in the district of Snufl's place of establishment has exclusive jurisdiction to hear any disputes between the Customer and Snufl, unless the law determines otherwise.