Terms and conditions for Dropday

The service “Dropday” is offered over the internet in the form of Software-as-a-Service by the company Dropday. The use of Dropday is subject to the below terms and conditions. Using Dropday constitutes acceptance of these terms and conditions.

Deviations from these terms and conditions are possible only by means of written confirmation by Dropday.

Article 1. Use of the service

1.1. With Dropday, you can process orders from your e-commerce website to your supplier(s) and process products from your supplier(s) to your e-commerce website.

1.2. To use Dropday, you first need to register. After completing registration, you can directly log into your account and use the service.

1.3. You must secure access to your account using the username and password against third parties. In particular you must keep the password strictly confidential. Dropday may assume that all actions undertaken from your account after logging in with your username and password are authorised and supervised by you. This means you are liable for these actions, unless and until you have notified Dropday that someone else knows your password.

1.4. Dropday processes your personal data. You give your consent for all forms of processing within the scope of the service. Consult the privacy statement of Dropday for more information.

Article 2. Terms of use

2.1. It is not permitted to use Dropday for any purpose that violates Dutch or other applicable law or regulation. This includes (among others) the storage or transmission of data using the service that is slanderous, libellous or racist.

2.2. Should Dropday discover that you violate any of the above, or receive a complaint alleging the same, Dropday may intervene to end the violation.

2.3. If in the opinion of Dropday the continued functioning of the computer systems or network of Dropday or third parties is actually or under threat of being damaged or jeopardised—for example through excessive transmission of e-mail or other data, leaks of personal data or virus activity—Dropday may take all steps it deems reasonably necessary to end or avert such damage or jeopardy.

2.4. Dropday is at all times entitled to file a criminal complaint for any offences committed through or using the service.

2.5. Dropday may recoup from you all damages it suffers as a result of your violation of these terms of use. You agree and hold harmless Dropday from all third-party claims arising out of your violation of these terms of use.

Article 3. Availability and maintenance

3.1. Dropday makes no promises regarding availability of the service.

3.2. Dropday actively maintains Dropday. Maintenance can take place at any time, even if this may negatively impact the availability of the service. Maintenance is announced in advance whenever possible.

3.3. Dropday may from time to time adapt Dropday. Your feedback and suggestions are welcome but ultimately Dropday decides which adaptations to carry out (or not).

Article 4. Intellectual property

4.1. The service Dropday, the accompanying software as well as all information and images on the website are the intellectual property of Dropday. None of these items may be copied or used without prior written permission of Dropday, except and to the extent permitted by mandatory law.

4.2. Information you store or process using the service is and remains your property (or the property of your suppliers or licensors). Dropday receives a limited licence to use this information for the service, including for future aspects thereof. You can cancel this licence by removing the information in question and/or terminating the agreement.

4.3. If you send information to Dropday—for example a bug report or suggestion for improvement—you grant Dropday a perpetual and unlimited licence to use this information for the service. This does not apply to information you expressly mark as confidential.

4.4. Dropday shall refrain from accessing data you store or transfer using Dropday, unless this is necessary for a good provision of the service or Dropday is forced to do so by law or order of competent authority. In these cases Dropday shall use its best efforts to limit access to the information as much as possible.

Article 5. Compensation for the service

5.1. The use of certain functions of Dropday is subject to fees. The functions in question will inform you of the fees. The fee is due every month and is charged upon expiry of each applicable period.

5.2. Payment is possible as explained further on the website.

5.3. Because the service is started directly at your express request, a payment cannot be refunded under the Distance Selling Act.

Article 6. Limitation of liability

6.1. Except in case of intentional misconduct or gross negligence, the liability of Dropday shall be limited to the amount paid by you in the three months prior to the moment the cause of the damage occurred.

6.2. Dropday is in no event liable for indirect damages, consequential damages, lost profits, missed savings or damages through business interruption.

6.3. Damages may only be claimed if reported in writing to Dropday at most two months after discovery.

6.4. In case of force majeure Dropday is never required to compensate damages suffered by you. 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.

Article 7. Term and termination

7.1. This agreement enters into force as soon as you first use the service and then remains in force until terminated.

7.2. If you entered into this agreement as a consumer, you may terminate the agreement at any time with a notice period of one month, calculated from the moment of the notice. Non-consumers can terminate the agreement with a notice period of two months.

7.3. Dropday is entitled to terminate the agreement if you have not used the service at all in the last 18 months. In such an event Dropday shall first send a reminder email to the email address connected to your account.

7.4. Please note: it is not possible to export data you store or process using the service.

Article 8. Changes to terms

8.1. Dropday may change or add to these terms and conditions as well as any prices at any time.

8.2. Dropday shall announce through the service changes or additions at least thirty days before their taking effect.

8.3. If you do not want to accept a change or addition, you can terminate the agreement until the date the changes take effect. Use of Dropday after the date of effect shall constitute your acceptance of the changed or added-to terms and conditions.

Article 9. Miscellaneous provisions

9.1. Dutch law applies to this agreement.

9.2. Except to the extent determined otherwise by mandatory applicable law, all disputes arising in connection with Dropday shall be brought before the competent Dutch court for the principal place of business of Dropday.

9.3. For any clause in these terms and conditions that demands a statement is made “in writing” to be legally valid, a statement by email or communication through the Dropday 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.

9.4. The version of any communication or information as recorded by Dropday shall be deemed to be authentic, unless you supply proof to the contrary.

9.5. In case any part of these terms and conditions is 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.

9.6. Dropday is entitled to transfer its rights and obligations under this agreement to a third party as part of an acquisition of Dropday or the associated business activities.