Terms and conditions

BAMBELO GENERAL TERMS AND CONDITIONS 

This document contains 3 parts:

Part A: general provisions (applicable to everyone who uses our services)
Part B: for clients (Requesting Parties/website visitors)
Part C: for contractors (our Partners/suppliers or service providers)

PART A: GENERAL PROVISIONS

Definitions

Bambelo:   Bambelo B.V., Yonego B.V., Yonego Holding B.V., its subsidiaries and sister companies.
Requesting Party: a natural person or legal entity who is brought into contact with a Partner via Bambelo’s website or otherwise uses Bambelo’s services. 
Request: a request, enquiry or quotation request submitted by a Requesting Party.
Agreement: any agreement between Bambelo and an Other Party. 
Partner: a natural person or legal entity who offers products and/or services via the Bambelo website.
Other Party: Depending on the context: Requesting Party or Partner.

 

Introduction: services provided by Bambelo

1. Bambelo offers a website on which Requesting Parties and Partners can come into contact with each other in connection with the performance of work. Bambelo has only a facilitating role and therefore cannot be held responsible for acts or omissions of a Partner or a Requesting Party through or in connection with the website or otherwise.
   
   

Applicability of the General Terms and Conditions

1. These Terms and Conditions apply, to the exclusion of the terms and conditions of third parties, to Requesting Parties’ use of a Bambelo website or service, and to all agreements between Bambelo and the Other Party relating to the delivery of goods or services of Bambelo to the Other Party, and all related Agreements and juridical acts.
   
2. If and in so far as any provision of these General Terms and Conditions is declared null and void or is nullified, the other terms and conditions will remain in full force. In that case, Bambelo will adopt a new provision to replace the void/nullified provision, taking into account the purport of the void/nullified provision as much as possible.
   
3. Bambelo is entitled at all times to amend or supplement these General Terms and Conditions.
   
   

Information

1. Both Requesting Parties and Partners are themselves responsible for the accuracy and completeness of the information provided by them. Bambelo bears no responsibility whatsoever for this, nor for any other communication between Requesting Parties and Partners. Bambelo also bears no responsibility for the performance of their obligations by Requesting Parties and Partners, including compliance with any payment obligation or the proper performance of the work to be carried out.
2. Bambelo offers the information on its websites, to the extent permitted by applicable law, on an “as is” basis, to the exclusion of any express or implied warranties, undertakings or indemnities of any kind, including (but not limited to) the exclusion of warranties in respect of entitlement to ownership or other rights, sufficient quality, fitness for a particular purpose and non-infringement of property rights or rights of third parties. In particular, Bambelo does not warrant that the information on the website is correct, complete, appropriate, up to date and not unlawful, including the information provided by a Partner or Requesting Party.

 

Conclusion of agreements between the Requesting Party and the Partner

1. Agreements between the Requesting Party and the Partner will only come into existence when the Requesting Party has expressly confirmed this to the Partner. Bambelo is not a party to Agreements between the Requesting Party and the Partner. Consequently, Bambelo cannot exercise any control over the quality, safety or legality of the assignments and/or activities, the correctness of the offers, the authority of the Requesting Parties to have work performed, and/or the Partners’ authority to perform that work. The Partner indemnifies Bambelo against any third-party claims relating to such matters.
   
   

Privacy and transfer of Requesting Parties’ data

1. Bambelo processes personal data of Requesting Parties in accordance with the General Data Protection Regulation (GDPR). This processing of personal data is subject to Bambelo’s Privacy Policy, as published on the website.
2. The personal and other data obtained by the Partner (via the website or otherwise) may only be used for the purpose for which it was provided, or for processing the Request. The Partner must process this data in accordance with the General Data Protection Regulation.
3. A Requesting Party’s data may not be processed for any other purpose, including, but not limited to, any form of unsolicited communication (spam) and the resale or any other transfer of such data to other parties (unless they are subcontractors of the Partner who are engaged for the performance of the relevant contract after it has been awarded to the Partner). A Requesting Party’s personal data (including e-mail addresses) may also not be collected in a separate database for any purpose whatsoever: such data must only be included in the financial records to the extent required by law (tax retention obligation) or as strictly necessary for the performance of the agreement.
4. Any Partner receiving a Request must inform Requesting Parties of the processing of their personal data. In principle, this is done when confirming the request or sending information. If a Partner decides not to accept a Request, the Partner must immediately remove the data of the Requesting Party in question from its systems. If the contract is not awarded to the Partner, it must also delete the Requesting Party’s data unless there is a retention obligation or another ground for retaining this data. The Requesting Party’s data may not be retained for longer than strictly necessary and must be adequately secured.

 

Intellectual Property Rights

1. The Other Party is not permitted to use Bambelo’s works protected by Intellectual Property Rights (such as copyright) without Bambelo’s permission, other than in the context of the normal use provided for by the Agreement. For the purpose of this normal use, Bambelo grants the Other Party a non-exclusive, non-transferable licence, subject to the conditions set out in the Agreement and these General Terms and Conditions. This licence will not be granted or co-granted to companies or institutions affiliated with the Other Party unless agreed otherwise in writing.
2. The Other Party is not permitted to remove or amend any notice concerning the confidential nature or concerning copyrights, trade marks , trade names or other intellectual or industrial property rights from the software, websites, data files, hardware or other materials of Bambelo.
3.  If and in so far as the items delivered are intended for Bambelo to use the intellectual property of the Other Party or of third parties, the intellectual property rights will remain vested in the Other Party or such third party. The Other Party grants Bambelo permission to use the works protected by those intellectual property rights for the purpose of performing the Agreement. In the event that the parties wish to use the intellectual property of a third party that is not a party to the Agreement for the purpose of performing an Agreement, the party that proposes using such works must obtain the consent of that third party.
4. If the Other Party infringes the intellectual property rights of Bambelo and/or third parties, the Other Party will be liable for all ensuing damage.
5. The Other Party will indemnify Bambelo against any liability for infringement of such rights, alleged or otherwise. Where appropriate, Bambelo will have the right to suspend delivery to the Other Party until clarity has been obtained regarding the alleged infringement.
   
   

Confidentiality

1. The Other Party is aware that the goods and/or services supplied by Bambelo may contain confidential information and business secrets of Bambelo or that such information will become known to the Other Party, and the Other Party undertakes not to disclose the confidential information and trade secrets supplied or make them available for use by any third party. The Other Party will instruct its staff accordingly and ensure that only those of its employees become privy to such confidential information who need to do so by virtue of their work for the Other Party.
2. Bambelo is obliged to observe confidentiality vis-à-vis third parties with regard to the information provided to Bambelo by the Other Party and to treat this information as confidential. Bambelo will instruct its staff accordingly and ensure that only those of its employees become privy to the Other Party’s activities and data who need to do so by virtue of their work for Bambelo.
3. Bambelo and the Other Party warrant that all information they receive from each other that is known or should be known to be of a confidential nature, will remain secret, unless a statutory obligation requires disclosure of such information. The party receiving confidential data agrees to only use it for the purpose for which it is provided. Data will in any case be considered confidential if the Parties have designated it as such.
   
   

No Assignment

1. The Other Party is not permitted to transfer any of the rights and obligations ensuing from the Agreement to a third party.
   
   

Force majeure

1. Neither Bambelo nor the Other Party is obliged to perform any obligation if it is prevented from doing so by an event of force majeure. Force majeure is understood to include failures in telecommunication connections (including the Internet), power outages, malfunctions in Bambelo’s equipment, failure by suppliers prescribed by the Other Party to Bambelo to properly perform their obligations, and defective goods, materials, and software of third parties, the use of which has been prescribed by the Other Party to Bambelo.

 

Liability

1. Bambelo accepts no liability whatsoever for any damage howsoever named resulting from its intermediary activities, use of its website, or any unlawful act or otherwise, in so far as this is permitted by mandatory rules of law.
2. If Bambelo is liable to the Other Party for any damage, howsoever named, on any basis whatsoever, the amount of the ensuing damages will be limited to the amount actually paid out by Bambelo’s insurance in the relevant case. If Bambelo’s insurance does not pay out for any reason whatsoever, the total compensation for direct damage will not exceed EUR 5,000.
3. Bambelo will only be liable for direct damage (as described below) suffered by the Requesting Party as a result of a breach and/or an unlawful act attributable to Bambelo up to an amount equal to the fees received by Bambelo in the three (3) months prior to the event giving rise to the liability, from the Requesting Party for the Service to which such breach or unlawful act relates. The total liability under the agreement will never exceed EUR 1,000 (one thousand euros).
4. Direct damage is exclusively understood to mean: i) material damage to goods; ii) reasonable costs incurred to prevent or limit direct damage that can be expected to occur as a result of the event on which the liability is based; iii) reasonable costs incurred to determine the cause of the damage, the liability, the direct damage, and the method of repair.
5. Any liability on the part of Bambelo other than for direct damage, including consequential damage, is excluded. In this context, consequential damage will in any event be understood to mean: loss of profit, lost savings, reduced goodwill, damage due to business interruption, losses, costs incurred to prevent or establish consequential damage, loss or exchange of or damage to electronic data and/or damage due to delays in the transmission of data and all damage other than that referred to in Article 10.4.
6. This limitation of Bambelo’s liability is not intended to exclude Bambelo’s liability for any intentional act or omission and/or deliberate recklessness on the part of Bambelo (“own acts”) itself and/or its manager and/or employees. Any damage that, in the opinion of the Other Party, is the result of an intentional act or omission or gross negligence on the part of Bambelo must be reported to Bambelo in writing as soon as possible, but no later than within thirty (30) days of such damage occurring. Damage that is not reported to Bambelo within this period will only be eligible for compensation if the Other Party has plausibly demonstrated that it was not able to report the damage earlier.

 

Amendments

1. Bambelo has the right to unilaterally amend these General Terms and Conditions. These amendments will also apply to agreements already concluded. The amendments will enter into effect one month after announcement by means of a written notification.
2. After the date of entry into force, the Other Party will be deemed to have tacitly accepted the amendments.
   
   

Applicable Law and Competent Court

1. This Agreement will be governed by Dutch law.
2. The District Court in Breda, The Netherlands, will have jurisdiction to rule on any disputes arising from the Agreement to the exclusion of any other courts.

 

PART B: FOR CLIENTS (REQUESTING PARTIES/WEBSITE VISITORS)

Intermediary activities by Bambelo

1. The Requesting Party accepts that the website and services provided by Bambelo only contain the functionality and other features as found at the time of use (on an “as is” basis). Bambelo specifically excludes any express or implied warranties, undertakings and indemnities of any nature whatsoever, including but not limited to warranties, undertakings and indemnities with regard to the quality, safety, lawfulness, integrity and accuracy of the Services, unless otherwise provided in these General Terms and Conditions.
2. The Requesting Party acknowledges and accepts that Bambelo only offers a website on which Requesting Parties are brought into contact with Partners who may be able to supply the goods and/or services required by the Requesting Party. Bambelo has no knowledge of and/or involvement in the delivery of goods/services by Partners and has no involvement in the contact made as a result of the intermediary activities by Bambelo, nor with any arrangements and/or agreements ensuing from this contact.
3. Requesting Parties are themselves fully responsible and liable for all acts they perform using the Platform and/or Services.
4. Bambelo cannot warrant that:
   (a) all information on the website is correct, complete, appropriate, up to date and not unlawful, including the information provided by Partners;
   (b) the website will operate uninterrupted, free of viruses, trojans and other errors and/or defects, and that any defects will be remedied; and that
   (c) third parties will not use Bambelo’s website and/or systems unlawfully.
   
   It is therefore always the Requesting Party’s responsibility to investigate whether the Partner meets the requirements set by the Requesting Party and will be able to perform the requested work and to negotiate the terms and conditions of this service with the Partner before giving a contract to a Partner.
   
   

Data

1. The Requesting Party is responsible for the accuracy and completeness of the data provided, and for updating the data if it is no longer correct. The Requesting Party acknowledges and understands that the accuracy and completeness of the data provided are of great importance to Bambelo’s intermediary activities and the performance by the Partner. Bambelo accepts no liability whatsoever for whether or not the data provided by the Requesting Party is correct or complete and/or remains correct or complete or for the data provided by Partners. The Requesting Party is obliged to personally verify whether the data he or she has entered is correct and is also responsible for the selection of the Partner to whom the Requesting Party ultimately wishes to award a contract. The data provided by the Requesting Party will be processed in accordance with the Privacy Policy, which the Requesting Party can consult via the link provided above.
   
   

 

PART C: FOR CONTRACTORS (OUR PARTNERS/SUPPLIERS OR SERVICE PROVIDERS)

 

Partner’s warranties

1. The Partner warrants that all data, including, but not limited to, the name, address details and email details, that it provides is complete, correct and reliable, is not contrary to applicable laws and regulations and is not unlawful, and that it will use a Request solely for itself. In addition, the Partner warrants:
   (a) that it will comply with applicable laws and regulations;
   (b) that it is registered with the Chamber of Commerce or (if not located in the Netherlands) in another register in so far as such registration is mandatory and will maintain this registration during the term of the Agreement and that the registration is related to the field in which the Partner works;
   (c) that it will at all times comply and continue to comply with the quality and other requirements and standards that are customary in the sector in which the Partner works and which are applicable at that time.
   (d) that the person(s) who communicate changes to Bambelo on behalf of the Partner (by telephone or by other means), have access to the Partner’s account or perform other acts of a legal nature or otherwise, are authorised to do so.

 

Use of Bambelo’s website/services

1. The Partner will only post and send messages via the website for the purpose of obtaining a contract for the performance of work for a Requesting Party. The Partner will refrain from sending unwanted and/or unsolicited messages to Requesting Parties.
   
2. By offering data on the website, the Partner consents to the publication of this data on the website. The Partner is aware that whether the Partner is selected for a Request by a Requesting Party depends on a number of factors, including the geographical location of the Requesting Party and the criteria entered by the Requesting Party, and that it is not entitled to any specific number of Requests or any other result. Bambelo expressly does not guarantee any specific number of Requests.
3. The Partner must make changes (in the account, the region from which Requests are received or otherwise) itself via the Bambelo website or communicate them in writing. Bambelo endeavours to implement these changes no later than 2 working days after such a change. Changes will not be processed outside office hours. The Partner must contact Bambelo if such changes are not visible after two working days.
4. The service provided by Bambelo is a best-efforts obligation and its platform is offered on an “as-is” basis: Bambelo does not guarantee that its platform and service and all components thereof will function at all times and without interruptions or failures and is in no way liable or liable to pay compensation for any damages arising from or resulting from the temporary or permanent unavailability or interruption of its platform and/or service. The Partner must ensure adequate management of its infrastructure (including hardware and software, while maintaining interoperability with Bambelo’s systems/chosen messaging standard), so that Requests can be transferred correctly. If Bambelo decides to no longer support a particular standard (e.g. FTP), the Partner will need to switch to one of the other communication methods offered by Bambelo.

 

Termination of the partnership

1. The Partner can terminate the Agreement with immediate effect, without observance of any notice period, subject to the condition that such termination must be in writing and only becomes effective after confirmation from Bambelo. The provisions in paragraph 3 of the previous article regarding a processing time of 2 working days (within office hours) and contacting Bambelo in case of a longer processing time also apply to termination. The costs of all work performed by Bambelo (or requests sent) up to and including the time of confirmation must be paid by the Partner. All claims of Bambelo against the Partner, of any nature whatsoever, will become immediately due and payable from the date of termination.
2. Bambelo reserves the right to terminate the Agreement without any notice of default being required and to exclude the Partner from any use or further use of the website without being obliged to refund any fees already collected, if there are valid reasons for doing so. This will apply in situations including, but not limited to, the following:
   (a) if the Partner in any way acts in violation of these General Terms and Conditions;
   (b) if the Partner infringes the intellectual property or other rights of third parties;
   (c) if Bambelo has a legitimate suspicion that the Partner is guilty of fraud, misrepresentation, forgery and/or other criminal acts;
   (d) if the Partner sends commercial or other messages to Requesting Parties, except, of course, in response to a Request or ensuing follow-up question;
   (e) if the Partner acts in violation of applicable laws and regulations.

 

Fees and payment

1. The Partner will owe Bambelo a fee if it receives a Request following a request via the website. The amount of the fee was communicated to the Partner upon confirmation of the arrangements made for the partnership.
2. Unless otherwise agreed and confirmed by Bambelo in the record of the agreements made, the Partner will regularly receive, in accordance with the payment schedule, an invoice listing requests received in the previous period. Questions about and objections to the invoice must be reported to Bambelo in writing or by email to finance@bambelo.com within five (5) working days of the invoice date. In the absence of a timely response, the invoice will be deemed undisputed and the Partner must pay it in full. The invoice amount will be collected by direct debit. Acceptance of these General Terms and Conditions also constitutes acceptance of the direct debit by Bambelo of any amounts that are or become payable to it. Collection of invoices by direct debit takes place within five (5) working days of the invoice date (Netherlands and Belgium only). Credit card payments will be debited every five (5) working days. The parties may mutually agree on other payment methods. If direct debit or credit card debit or the agreed alternative payment method is not possible, the Partner’s account may be blocked. Bambelo reserves the right to outsource the collection of the amount due to third parties.
3. All payments must be made within fourteen (14) days of the date of the invoice. All payment periods will be considered strict deadlines. The Partner will pay the invoiced amounts without any deductions, discounts or setoff and is not entitled to suspend any payment obligation to Bambelo. If the payment term is exceeded, any discounts granted to the Partner will expire, the Partner will immediately be in default and all claims of Bambelo against the Partner, of any nature whatsoever, will be immediately due and payable. Furthermore, the Partner will owe interest of 2.0% per month or part thereof from the due date of the invoice on the outstanding amount until payment of the amount due. In addition, in the event of late payment, all judicial and extrajudicial costs incurred to collect the amount due will be borne by the Partner. The extrajudicial collection costs are set at 15% of the principal sum, including VAT, with a minimum of EUR 250, without prejudice to Bambelo’s right to claim compensation of the actual costs if these costs are higher. Payments by the Partner to Bambelo will be deemed to serve as payment of the outstanding invoices, including the interest and costs owed.
4. Bambelo has a return policy, under which the Partner may, under certain circumstances, apply for a refund of the fee. The relevant arrangements are set out in the confirmation of the partnership arrangements.
5. Bambelo will be entitled to adjust its rates or its rate structure at any time, except to the extent that it is expressly agreed in writing that prices and rates apply for a specific period. Announced changes will take effect thirty calendar days after their announcement. The changes will be announced through one of the communication channels used by Bambelo. If the Partner does not wish to agree to the change referred to in this Article, it may terminate the agreement with Bambelo no later than fourteen (14) days prior to the date when the change takes effect.
6. All prices and fees in quotations are exclusive of turnover tax (VAT), unless stated otherwise.

 

Confidentiality

1. All information, in whatever form, provided by Bambelo to the Other Party, is exclusively intended for internal use by the Other Party. This information may not be used for any purpose other than the one for which it was provided. The Other Party will treat this information as strictly confidential.

 

Non-solicitation of staff

1. During the term of the Agreement and for one (1) year after its termination, the Partner will not employ or hire any personnel employed by Bambelo or who carry out work for Bambelo in any other way, unless otherwise agreed with Bambelo. In the event of any breach of this provision, the Partner will owe an immediate penalty of EUR 25,000 per event, which is not eligible for compensation.