Terms and conditions

GENERAL TERMS & CONDITIONS OF REPLY.LIVE BV

Dutch Chamber of Commerce nr. 80817629

1. Definitions

The following words, when written with a capital letter, will have the following meaning:

Agreement every present or future offer, agreement or other (legal) relationship between Reply.live and the Client regarding the Service and/or the use of the Website

Client any party to which these T&C apply because of an Agreement with Reply.live

DCC Dutch Civil Code

Event(s) any event(s) planned by the Client by using the Service

Membership any membership offered by Reply.live, which can save Clients on the costs of the Service

Parties Reply.live and the Client

Reply.live the Dutch private company Reply.live BV, located in Utrecht at the Maliebaan 68 (3581 CV)

Service the online application that provides the Client with everything that is needed for the ultimate online event experience, offering the option to create one-time Events or several Events

T&C these general terms and conditions

Website the Reply.live website www.reply.live (or variations thereof) that makes the Service available to the Client

2. The General Terms and Conditions and their applicability

2.1. By purchasing an Event and/or using the Website, the Client explicitly agrees to these T&C. These T&C apply to the Agreement between Reply.live and the Client regarding the Service and/or the use of the Website.

2.2. Any deviations from the T&C shall only apply if explicitly agreed to and confirmed by Reply.live in writing.

2.3. Reply.live has the right to amend the T&C, which amendments will then also apply to already existing Agreements. Where this is the case, an amended copy will be provided to the Client. The most recent version can always be found here. If the time at which the amendments enter into force has not been specified, an amendment shall enter into force at such time as the amended T&C are made available.

2.4. If all or part of (any provision) of the T&C or Agreement is void or unenforceable, or is held to be void or unenforceable by a competent (judicial) authority, the remaining provisions of the T&C shall remain in force. In that case, provisions that are not legally valid or that cannot be legally enforced shall be replaced by provisions that most closely follow the content of the invalid provision.

2.5. The applicability of any terms and conditions used by the Client is hereby expressly rejected.

3. The Service

3.1. Reply.live offers the Client an event platform for an online, physical or hybrid event. Reply.live is at the heart of it. It’s the central place where everything comes together.

3.2. On the Website, Reply.live will inform the Client about the possibilities and options of the Service. To use the Service, the Client needs a valid e-mail address and will have to create and keep an account.

3.3. Reply.live undertakes to provide the Service to the best of his ability.

3.4. Within the Website, there may be links to external websites. Reply.live expressly states that it does not have any influence on the layout or contents of linked pages and Reply.live distances itself from all contents of any linked third party websites.

3.5. All Agreements will only be accepted and performed by Reply.live. Articles 7:404 and 7:407(2) DCC do not apply to the Agreement. Reply.live reserves the right to outsource (part of) its Services or work to third parties.

3.6. To use the Service, the Client needs an account. If the Client cancels or deletes that account, the Service is no longer available and any data and content submitted through the account will be deleted irretrievably. After an Event ends, the data and content related to that event will remain available for 3 months.

3.7. By using the Service, the Client explicitly agrees that Reply.live may use the name, logo and other promotional material of the company of the Client on the Website as a reference.

4. Pricing

4.1. The price of an Event depends on the option of choice, the number of registrations per Event and other specifics, such as whether the Client opts for a one-time Event or a Membership.

4.2. All prices mentioned by Reply.live are exclusive of VAT and any other taxes, unforeseen costs, and/or all extra third-party costs and rates e.g., costs for transport, costs for third party services, (renting) equipment from third parties, unless expressly agreed upon otherwise.

4.3. Reply.live can raise the price in the interim in case of unforeseen and cost price increasing circumstances, if these circumstances occur after the establishment of the Agreement.

5. Fees, payment and other obligations of the Client

5.1. Any payment obligation of the Client under an Agreement must be paid in euros.

5.2. The total event fee is determined per Event. The event fees will be clearly stated on the Website and communicated to the Client. After the Client creates an account on the Website, the Client can decide to purchase an Event. By purchasing an Event, an Agreement is concluded and the Client agrees to the T&C and the total price of the Event and (if applicable) the Membership fee. This immediately constitutes a final payment obligation for the Client.

5.3. After the Agreement is concluded, the Client will receive an invoice for the total event fee and (if applicable) the total Membership fee with a payment term of 14 days. If not stated otherwise on the invoice, this amount is due fourteen (14) calendar days after the Agreement is concluded. This term is a strict and fatal deadline. Thus, if the Client fails to pay on time, it shall be in default without further notice. If the Client decides to cancel (opzeggen) a Membership after an Agreement is concluded, that does not affect Client’s payment obligations; the total Membership fee for the agreed period remains due. If so requested by Reply.live, Reply.live is entitled to demand (online) immediate payment at the moment the Agreement is concluded and/or for other (periodic) payments.

5.4. If the Website offers the Client an automated payment option, the Agreement is also concluded at the moment the Client decides to purchase an Event but payment must be made immediately.

5.5. Any objections to invoices must be communicated to Reply.live in writing within no more than fourteen (14) days of receipt, after which period objections can no longer be raised by the Client, and all invoices, specifications, descriptions and prices are deemed to be approved and confirmed by the Client.

5.6. Every term that applies to other obligations of the Client than set out above is also a strict and fatal deadline. Thus, if the Client fails to perform within the given term, it shall be in default without further notice.

5.7. If the Client decides to cancel the Event after the Agreement is concluded, that does not affect the Clients payment obligations. The agreed event fee and (if applicable) the Membership fee will still be payable, irrespective of whether the Event actually takes place.

6. Termination of the Agreement

6.1. In the following cases (but not limited thereto):

• the Client fails to fully and timely comply with any if its (payment) obligations under the Agreement and/or T&C;

• the Client is declared Bankrupt or suspension of payment is granted;

• the Client requests bankruptcy, suspension of payment or liquidation;

• the Client loses the ability to control its assets partly or fully;

• the Client has provided incorrect and/or incomplete and/or inconsistent information/data; or

• the Client uses the (content of the) Service or the information provided by Reply.live in a way that (potentially) harms (the reputation of) or damages the Service and/or Reply.live;

Reply.live is, without prejudice to its rights based on Dutch law, these T&C and the Agreement, entitled to immediately and without notice period (partially) terminate (opzeggen of ontbinden) the Agreement by means of written notice, without the Client being entitled to any kind of compensation (of damages), payments or guarantees.

6.2. If an Agreement is a contract for a specified period, the Client is expressly not entitled to terminate (opzeggen) the Agreement before the end of the term, in derogation from article 7:408 DCC.

6.3. In case of termination by Reply.live, all accounts related to the Client shall be irretrievably deleted including all data and content submitted through the account(s).

6.4. The Client is not entitled to (partially) terminate (ontbinden) the Agreement. At the end of the first period of a Membership, any Membership will automatically be renewed for the same periods as the initial period of the Membership, unless the Membership is cancelled in writing ultimately one (1) month prior to the end of a Membership period.

7. Complaints

7.1. The Client shall notify Reply.live in writing of any complaints immediately if possible, and – if notifying Reply.live immediately is not possible – ultimately within two weeks after it discovers a possible shortcoming or fault or should reasonably have discovered the shortcoming or fault of any aspect of the Service.

7.2. A timely notified complaint does not suspend or cancel any (payment) obligation of the Client.

7.3. If the Client does not notify Reply.live timely, the Client is not entitled to any recovery performance or compensation.

8. Liability

8.1. Reply.live shall not be liable for any damages except in the case of intent or deliberate recklessness on the part of Reply.live.

8.2. Any contractual or noncontractual liability on the part of Reply.live as a result of intent or deliberate recklessness will in all cases be limited to direct damages. Reply.live will never be liable for any indirect damages including but not limited to: lost earnings or profits, lost savings, loss of goodwill, damage caused by interruptions in the Client’s company, reputational damages, damages claimed by the customer of the Client, loss or damages to assets owned or used by the Client.

8.3. Any contractual or noncontractual liability is furthermore limited to the amount invoiced by Reply.live for (the performed part of) the Agreement directly related to the possible shortcoming or breach. Under no circumstances will the liability of Reply.live for damages exceed the amount actually paid by Reply.live’s liability insurance in the relevant matter, even if the invoiced amount exceeds the insured amount.

8.4. Reply.live is not liable for any errors or omissions of third parties engaged by it (including subcontractors). The Client authorises Reply.live to accept any limitations of liability of third parties on its behalf. The provisions in this article shall also apply for the benefit of and can be invoked by all legal and natural persons utilised by Reply.live in execution of an Agreement.

8.5. To avoid misunderstanding, Reply.live and the Client expressly state that in any case Reply.live is, without prejudice to the aforementioned, not liable for any outing/provided information (e.g., regarding prognosis, impact and prices) whether outed on the Website or otherwise. The information on the Website and other information provided by Reply.live is for general informational purposes and does not constitute any advice. While Reply.live endeavours to keep the information regarding Reply.live up to date and correct, it makes no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability for any purpose. Any reliance the Client places on such information/outings is therefore strictly at its own risk.

8.6. The Client indemnifies and holds Reply.live harmless from any third party claims and damages that may incur as a result of the use of the information and data provided by the Client during or related to the use of the Website and/or the Services that infringes the (IP) rights of third parties or otherwise damages a third party.

8.7. Reply.live does not guarantee that the Service meets the expectations of the Client; the Service including the software is provided as-is. The Client explicitly waives all its rights of Title 1 of Book 7 DCC. Claims regarding correctness or recovery are only possible if that is stated in these T&C.

9. Force Majeure

9.1. Reply.live is entitled to suspend any Services in case Reply.live is not able to perform those activities (timely) due to circumstances that Reply.live does not control directly (force majeure).

9.2. A Force Majeure includes, though is not limited to, disturbances in Reply.live’s company, or in the supply chain of content/products, technology (such as apps, websites, lacking availability of data sources/connections/resources, e.g. flooding of data centres or non-functioning satellites) and services, materials or equipment, and in (environmental) circumstances making performance unreasonably onerous and/or disproportionately difficult for Reply.live, including power disconnections, asbestos, soil detoxication, serious conflicts, (assumed) terrorist attacks, extreme weather circumstances, (regional) pandemics, acts or omissions (such as non (timely) performance) by suppliers, transporters, subcontractors or other third parties, incorrect or incomplete information provided by the Client or third parties and technical failures.

9.3. If Reply.live’s aforementioned suspension exceeds a period of three months, or Reply.live, in its sole discretion, foresees that the suspension will exceed this period, it is entitled to immediately and without notice period (partially) terminate (opzeggen of ontbinden) the Agreement by means of written notice, without the Client being entitled to any kind of compensation (of damages), payments or guarantees.

10. IP

10.1. Reply.live will have and retain the ownership of everything shared by Reply.live on its Website and/or in connection with the Services, including any intellectual property rights and/or goods in respect of which intellectual property rights can be claimed (‘IP’).

10.2. All names, brands, logos and titles used by Reply.live are trademarks or trade names of Reply.live or third parties. The Client is not allowed to use or reproduce those or any of the other content used, provided or made accessible by Reply.live as this might infringe (third party) IP.

10.3. Except as expressly agreed otherwise in writing, all IP in or arising out of/in connection with the activities of Reply.live shall be owned by Reply.live.

10.4. During the Agreement, Reply.live grants the Client a limited, non-exclusive and non-sublicensable right to use the Service that can be revoked by Reply.live at any time. The Client does not acquire any other right, title or interest in or to any IP from Reply.live.

10.5. The Client is only allowed to use the Website and Services as they are intended to be used for the purpose of an Event. All content and/or material provided by Reply.live as part of the Services or in other ways is and remains the exclusive property of Reply.live. The Client is not allowed to make any other use of the information and materials.

10.6. It is explicitly prohibited to copy, document, share, modify, distribute, reproduce or otherwise use any content and/or material that is part of or related to Reply.live’s Services in a way that it becomes accessible to any third party. This also means that spreading (the software that is part of) the Services in any way and/or reverse engineering is prohibited.

11. Confidentiality

11.1. All information and data that the Parties acquire from each other under the Agreement will be handled carefully by the Parties and will be treated strictly confidential. Unless expressly agreed otherwise, all information provided in or because of this Agreement qualifies as confidential information. Confidential information shall not be disclosed to anyone, except to employees or third parties that need to be aware of the information to carry out obligations under the Agreement or if required by law.

11.2. The Client is allowed to use the information and data provided by Reply.live for the sole purpose of the Event(s) purchased. It is forbidden to make any other use of the information and data of the Website without prior written permission from Reply.live.

12. Fine

12.1. If the Client breaches any of the provisions in the Agreement and/or these T&C, the Client will be liable for an immediately payable penalty of € 10.000 per breach and € 5.000 for every day that any breach continues (whereby a part of a day shall constitute a full day), without prejudice to Reply.live’s rights to demand for an injunction (under penalty of a fine), to claim performance of the Agreement including these T&C and its right to claim full damages. This provision expressly derogates from article 6:92 DCC.

13. Privacy

13.1. Reply.live’s handling and processing of personal data is set out in its Privacy Statement, which can be found here.

14. Governing law and jurisdiction

14.1. These T&C, all existing Agreements and any future (legal) relationships between Reply.live and the Client are exclusively governed by Dutch law. The applicability of the Vienna Convention on contracts for the international sale of goods, ‘CISG’ (Weens Koopverdrag) is excluded.

14.2. Any disputes that may arise from these T&C, Agreements or any future (legal) relationships between Reply.live and the Client will be submitted to the competent court in Utrecht, the Netherlands.