General terms and conditions

The terms written in capital letters in the General Terms and Conditions have the following meanings.

1. General Terms and Conditions: the provisions of this document.
2. Service(s): the service(s) that Wappy will perform for the Client, including but not limited to:
   1. WhatsApp Chat function which Wappy offers for a monthly fee
   2. WhatsApp Chat function which Wappy offers free of charge up to a maximum number in use.
   3. Other services as described in Wappy's offer.
3. Effective Date: the date on which the Agreement comes into effect and on which the delivery of the Service begins.
4. Intellectual Property Rights: all intellectual property rights and related rights, including but not limited to copyright, database rights, domain names, trade name rights, trademark rights, design rights, neighboring rights, patent rights, as well as rights to know-how.
5. Client: the natural or legal person with whom Wappy provides the chat service. Also refers to anyone who negotiates or has negotiated regarding this, as well as their representative(s), authorized person(s), legal successors, or heirs.
6. Supplier: the company Niice Ideas, offered on the domain name: Niice.nl and Wappy.chat or a subdomain thereof, registered with the Chamber of Commerce located in Groenlo under KVK number 65010817.
7. Wappy: the Supplier as described above.
8. Offer: Any offer from Wappy, as the Supplier makes public solicitations to the consumer.
9. Price: total price of the offered service, including all additional costs.
10. Agreement: any agreement between Wappy and Client under which Wappy provides Services to Client.
11. Working Days: Monday to Friday, excluding Dutch national holidays and/or as stated on the Website.
12. Working Hours: on Working Days between 08:30 and 12:30 and from 13:00 to 17:00.

1. These general terms and conditions apply to any Offer if an Agreement arises from it and to the Agreement itself, unless these terms have been expressly and in writing deviated from by the parties.
2. Provisions or conditions set by the Buyer that deviate from, or do not appear in, these General Terms and Conditions are only binding on the Supplier if and to the extent that they have been expressly accepted in writing by the Supplier.
3. In the event of a conflict of provisions in the Agreement, General Terms and Conditions, or their appendices, the following order of precedence applies:
   1. the Agreement;
   2. any Service Level Agreement concluded;
   3. any appendices to the Agreement; iv. these General Terms and Conditions.
4. Deviations and/or additions to these general terms and conditions are only valid if and to the extent that they have been agreed upon in writing by the Supplier and you.
5. The Supplier reserves the right to amend the below General terms and conditions at any time, with or without notification. The latest version of the General terms and conditions can be found at: https://wappy.chat/algemene-voorwaarden.
6. If one or more provisions in these general terms and conditions are wholly or partially null and void or are declared invalid at any time, the remaining provisions of these general terms and conditions shall remain fully applicable. User and the Counterparty shall then enter into discussions to agree on new provisions to replace the null and void provisions, taking into account the purpose and intent of the original provisions as much as possible.
7. If there is any ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation shall take place 'in the spirit' of these provisions.
8. If a situation arises between the parties that is not regulated in these general terms and conditions, this situation shall be assessed in the spirit of these general terms and conditions.
9. If the User does not always demand strict compliance with these terms, this does not mean that the provisions thereof are not applicable, or that the User would in any way lose the right to demand strict compliance with the provisions of these terms in other cases.
10. The applicability of any General terms and conditions, purchasing or other conditions of yours is expressly rejected.
11. Non-compliance with these General terms and conditions results in immediate closure of your Wappy account.
12. The General terms and conditions apply to the extent that these terms have not been expressly and in writing deviated from by the parties.

1. The Agreement is established by the explicit acceptance of the Offer by the Supplier. The Offer must be accepted digitally by the Customer via the Website by registering through Wappy.chat. By means of a checkbox, the Customer indicates agreement with these General Terms and Conditions.
2. If the Customer does not explicitly indicate agreement with the offer, but nevertheless agrees to it, or gives the impression that Wappy is performing work that falls within the description of the Services, then the offer is considered accepted. This applies when the Customer has access to the use of Wappy's capabilities.
3. The Agreement runs from the moment the registration by the Customer has taken place (“the Start Date”).

1. You must be a person or company; accounts registered by 'robots' or other automated methods are not allowed.
2. You must provide your own personal information during the registration process.
3. You are solely responsible for keeping your username and password confidential; the Provider cannot be held liable for this.
4. You are responsible for all activities and content posted under your account, even if done without your consent.
5. It is not allowed to use Wappy for illegal purposes; you must not violate Dutch law.

1. Payment is made in advance per calendar month by SEPA direct debit. The account number provided by the Customers will be used for this.
2. The Customer is responsible for providing a correct account number.
3. The Customer can download the invoices via the Wappy account. These invoices are kept for 1 year. These invoices are not actively sent to the Customer, and the Customer is responsible for downloading them in a timely manner.
4. If the free Wappy chat function is used, there are no costs associated with it.
5. If the Customer has not fully paid after the payment term, Wappy will still give the Customer the opportunity to pay the invoice amount within fourteen (14) days. If the Customer still has not fully paid after this period, they are automatically in default without the need for a formal notice of default.
6. From the moment the Customer is in default, Wappy is entitled to limit its services without notifying the Customer, for example by restricting access to the Service or temporarily suspending the Service.
7. In the event of late payment, the Customer is, in addition to the amount owed and the interest accrued, liable for full compensation of extrajudicial and judicial costs, including full attorney fees.
8. Unless the Customer is a consumer, the Customer is not allowed to invoke suspension, set-off, or deduction.

1. You are responsible for canceling your Wappy account; you can only cancel in the "Account" section of your own Wappy environment (Profile). Any other form of cancellation will not be accepted and therefore will not be processed.
2. The agreement will be automatically extended for the same duration at the end of the term.
3. Supplier has a notice period of one month.

1. Fees for providing the Services are mentioned on the website Wappy.chat or in the Offer provided by Wappy.
2. All mentioned prices are in Euro and exclusive of VAT.
3. If a supplier of Wappy raises their prices in the meantime, Wappy is entitled to pass this increase on to the Client immediately on a 1-to-1 basis. Wappy will notify of price adjustments in writing.
4. Wappy is entitled to adjust the price conditions in the meantime and to additionally invoice the Client if it appears that the Client no longer meets the conditions under which they were classified at the time of entering into this Agreement due to (organizational) changes.
5. Supplier retains the right to implement price changes for the use of Wappy. These price changes will be announced at least one (1) calendar month in advance on https://wappy.chat.

1. Supplier reserves the right to make changes to Wappy at any time, with or without notice.
2. Supplier reserves the right to temporarily suspend Wappy at any time, with or without notice, for example in case of maintenance.
3. Supplier reserves the right to permanently discontinue Wappy. This will be announced at least 3 calendar months in advance on https://wappy.chat.

1. The liability of Wappy for damage resulting from a attributable shortcoming in the fulfillment of the Agreement, or from unlawful act or otherwise, is excluded.
2. If the Supplier is liable, this liability is limited to what is regulated in this provision.
3. The Supplier is not liable for damage of any kind arising because the Supplier relied on incorrect and/or incomplete information provided by you.
4. The Supplier is never liable for indirect damage, including consequential damage, lost profits, missed savings, and damage due to business stagnation.
5. The Supplier is never liable for prohibited acts carried out with the software.
6. The Supplier is not liable for any damage resulting from sanctions imposed by third parties.
7. The Supplier is solely liable for direct damage.
   Direct damage is understood to mean exclusively:
   1. the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage in the sense of these conditions;
   2. any reasonable costs incurred to make the defective performance of the Supplier comply with the agreement, to the extent that these can be attributed to the Supplier;
   3. reasonable costs incurred to prevent or limit damage, insofar as you demonstrate that these costs have led to a limitation of direct damage as referred to in these general conditions.

1. You indemnify Supplier against any claims from third parties, including the costs of legal assistance, that suffer damage in connection with the execution of the agreement and whose cause is attributable to parties other than Supplier.

1. Wappy has the right to temporarily take its systems, including the Service, or parts thereof out of operation for maintenance, adjustment, or improvement. Wappy will try to schedule such downtime as much as possible outside of Working Hours and will make an effort to inform the Client in a timely manner about the planned downtime. However, Wappy is never liable for any damages related to such downtime.
2. Wappy has the right to modify its systems, including the Service, or parts thereof from time to time to improve functionality and to correct errors. If a modification leads to a significant change in functionality, Wappy will make an effort to inform the Client about it. In the case of modifications that are relevant to multiple Clients, it is not possible to exempt only one Client from a specific modification. Wappy is not obliged to compensate for any damages caused by such a modification.
3. Wappy will make an effort to inform the Client about the nature and expected duration of the interruption in case the Service is unavailable due to failures, maintenance, or other causes.

1. All legal relationships in which Supplier is a party are exclusively governed by Dutch law.
2. Disputes between Supplier and you will be exclusively adjudicated by the competent court in the district where Wappy is located.

1. All Intellectual Property Rights to all Services developed or made available by Wappy in the context of the Agreement are exclusively held by Wappy or its licensors, unless otherwise agreed in writing.
2. Supplier aims for the highest possible uptime. In the event of force majeure, Supplier cannot be held liable for this.
3. Supplier uses services (hardware, software, network, data storage, etc.) from third parties for the provision of Wappy.
4. You will not attempt to hack Wappy and/or set up websites that pretend to be part of Supplier or Wappy.
5. You will not reproduce, copy, duplicate, sell, or resell parts of Wappy or Wappy as a whole without the express permission of Supplier.
6. You will not use Wappy to post or send unsolicited content/email (SPAM).
7. You will not place worms and/or viruses and/or other forms of destructive code on Wappy.