Terms and conditions

1. Definitions

In the general terms and conditions, the following terms have the following meaning:

Apostle: Apostle Technologies B.V., located at Rijksweg 38G, 5386 LE Geffen, registered with the Chamber of Commerce under number 57449104, with VAT identification number NL852584362B01 and reachable via the contact page at https://www.apostlesocial.com/contact-us.

Apostle Software: the Apostle Employee Advocacy Software which is made available for use online as well as social media automation software for use on mobile devices (apps), which Apostle has developed for managing social media such as Facebook, LinkedIn, Instagram and Twitter.

Services: all services provided by Apostle to the Customer in relation to (the use of) the Apostle software.

User: the person designated by the Customer authorised to work with the Apostle software.

Customer: the (legal) person who has commissioned Apostle to provide the Services, not being a consumer.

Customer Data: all data stored by the Customer or individual Users using the Services, or otherwise made available to Apostle by the Customer under the terms of the Agreement.

Agreement: all agreements between the Customer and Apostle, including all amendments and supplements thereto, relating to the provision of Services by Apostle, of which the Terms and Conditions form an integral part.

Party(ies): Customer and Apostle together or separately.

‍Co-workers: All individuals associated with an organization who can be activated as brand ambassadors, including employees, retailers, dealers, franchisees, members, business associates, customers, and other stakeholders of the organization.

Conditions: these general conditions.
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2. Applicability

1. The Terms and Conditions apply to all offers of Apostle, as well as all Agreements, even if they are not provided to the Customer again in a future offer.
2. The applicability of the Customer's terms and conditions (of purchase) is expressly excluded.
3. If any provision of the Terms and Conditions is null and void or will be voided, the remaining provisions of the Terms and Conditions will remain in full force and Apostle and the Customer will enter into consultation to agreeing on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and purport of the void or voided provision.
4. Apostle is entitled to amend the Terms and Conditions at any time. The most recent version of the Terms and Conditions shall always apply. Any such amendment will take effect fourteen (14) days after the date of dispatch of the amended Terms and Conditions to the Customer. If the Customer objects to the amendment in writing within these fourteen (14) days, the original Conditions will continue to apply with regard to him.
5. The procedure described above does not apply to changes of minor importance, changes based on law or changes in favour of the Customer. Such changes can be made by Apostle unilaterally and with immediate effect. The Customer will be informed of such changes as soon as possible.
6. The Agreement between the Parties may consist of several documents. In principle, these documents apply in addition to each other. In the event of contradictions, however, the following order of precedence shall always apply, whereby the document referred to previously shall take precedence over the document referred to subsequently:
   a. the processing agreement
   b. the proposal of Apostle
   c. these Terms and Conditions
   

3. Offers and Conclusion of Agreements

1. All offers by Apostle are entirely without obligation, unless explicitly stated otherwise.
2. All offers are valid for 30 days after the date stated in the offer, unless explicitly stated otherwise. Apostle is not obliged to accept an acceptance after this period has expired, but if Apostle does so, the offer is deemed to have been accepted.
3. If Apostle bases an offer on data or information from the Client that turns out to be incorrect, Apostle is entitled to amend the offer or the Agreement already concluded accordingly, or to terminate or dissolve the Agreement.
4. Apostle cannot reasonably be held liable for obvious mistakes and/or clerical errors in offers and agreements.
5. The Agreement shall only include the work described in the written offer/agreement, including any amendments subsequently agreed in writing.
6. An Agreement is concluded after Apostle has accepted it and notified the Customer.
7. Apostle is, at all times, entitled to (partially) refuse an order without further explanation and without being liable in any way for any damage, for example if Apostle has an indication or suspicion that the Client will not fulfil its (payment) obligations under the Agreement.
   

4. Execution

1. Apostle will make every effort to perform the Agreement with due care, where appropriate in accordance with the agreements and procedures recorded in writing with the Customer. All activities of Apostle are performed based on a best efforts obligation, unless and insofar as Apostle has expressly promised a result in the written order and the result concerned is also described with sufficient certainty. The Customer acknowledges that the result of the Services and the achievement of agreed deadlines partly depend on the information and cooperation of the Customer. Any periods mentioned by Apostle are always indicative and do not constitute deadlines. The employees to be deployed by the Customer must possess sufficient knowledge and skills.
2. Unless otherwise agreed in writing, the Services will be performed by Apostle exclusively on the usual working days and times of Apostle.
   Monday through Friday 08:30 hrs - 17:00 hrs, UTC+1. / Central European Time (CET)
3. The Customer is responsible for the selection, use and application in his organisation of computer equipment and software, and shall ensure adequate back-ups, telecommunication connections and internet connections, as well as the information exchanged or processed through such equipment, connections and/or data files. The Customer is furthermore responsible for the use of the Services provided by Apostle and the advice given. Apostle shall never be liable for any loss of data.
4. The Customer shall provide Apostle with all support and information reasonably required for the provision of the Services. The Customer shall in any case provide Apostle on time with all files and data reasonably requested by Apostle, or which the Customer should understand that Apostle requires for the provision of the Services.
5. The Client warrants the accuracy and completeness of all information provided by him or on his behalf to Apostle. Apostle shall be entitled, but not obliged, to verify the accuracy and completeness of such information.
6. If the Customer does not provide the cooperation described above, or if it appears that the information provided by the Customer is incorrect or incomplete, Apostle is entitled to suspend the Services until the Customer has provided the cooperation requested or the information required.
7. The Customer is obliged to follow all reasonable advice and instructions given by Apostle when using the Services.
8. In the event of a dispute regarding the performance of the Services, the burden of proof that the Services and the results of the Services of Apostle do not comply with what has been agreed in writing or with what may be expected of a reasonably acting and competent service provider rests entirely with the Customer, without prejudice to the right of Apostle to provide proof to the contrary by all means.
9. Apostle is entitled to engage third parties in the performance of the Agreement. The costs for this shall be borne by Apostle, unless the Parties have agreed otherwise. If the third parties engaged in the performance of the Agreement process personal data on behalf of the Customer (i.e. if they can be regarded as 'sub-processors'), the agreements as laid down in the processing agreement shall apply.

5. Acceptation test

1. If this has been agreed on or follows from the nature of the Services, the Customer may subject (the results of) the Services to an acceptance test. The Customer will carry out the acceptance test in accordance with the provisions of this article.
2. Prior to the performance of the Agreement, the parties will lay down in writing which requirements the Services must meet. Apostle will then perform the Agreement and deliver the Services to the Customer.
3. The Customer shall perform an acceptance test and approve or reject the Services in writing within 14 days after delivery by Apostle. If the Customer does not reject the Services within this period, or if the Customer puts the Services into operational use, they will be deemed to have been accepted. The Customer must sufficiently motivate any rejection, so that Apostle has the opportunity to remedy any defects.
4. The Customer can only reject the Services if they do not meet the agreed requirements or specifications. The Customer shall not withhold its approval on the grounds of minor defects, but such defects shall nevertheless be rectified by Apostle as soon as possible after acceptance.
5. In the event of rejection, Apostle will make every effort to remove the reason for rejection as soon as possible. Apostle can do this by explaining why the reason for rejection does not apply, or by making changes. The Customer will then perform another acceptance test in accordance with Article 5.3.
6. The costs of any repair work shall be borne by the Customer, unless parties have agreed a fixed price for the Services.
7. If the Services are repeatedly rejected by the Customer (at least 3 times) and one of the Parties no longer considers further adaptation to be worthwhile, both Parties are entitled to terminate the Agreement in writing with immediate effect. In this case, the Customer shall only be obligated to pay for the work already performed by Apostle, but shall not be entitled to continue using the Services.
8. If the Agreement is performed in phases, Apostle may suspend the performance of the Services in a subsequent phase until the Customer has approved the results of the previous phase in writing.
9. Apostle shall not be liable for any defects in the product once the Customer has accepted the Services. Apostle may, however, perform maintenance for the Customer if this is part of the Agreement.
   

6. Prices and Payments

1. Apostle shall be entitled to invoice the Services periodically in advance. The Customer hereby agrees to electronic billing by Apostle. Unless otherwise agreed, the payment term for invoices is 14 days. All prices are in euros and exclusive of VAT and other taxes and/or levies, unless otherwise stated.
2. Apostle is at all times entitled, regardless of any payment arrangements made previously, to demand full or partial (advance) payment, whether or not by direct debit, or to require substitute security for the provision of Services at a time and in a manner at the free discretion of Apostle. Apostle reserves the right to adjust the prices of the Products at any time based on the price index published by Statistics Netherlands. If any government measure imposes cost-price-increasing taxes, duties or import duties or modifies these, or if government measures are taken after the conclusion of the Agreement as a result of which the cost price of the services to be provided by Apostle increases, Apostle is entitled to pass these costs on to the Customer, even if it was agreed that the price would be fixed. Apostle will inform the Customer about this immediately.
3. Should the Customer fail to fulfil any payment obligation, the Customer is immediately in omission, and must pay interest of 1.25% per month on the outstanding amount, without any summons or notice of default being required. The Customer is liable to pay Apostle all costs, both in and out of court, with regard to the collection of all amounts owed by the Customer to Apostle. The extrajudicial collection costs are 15% of the amount due, with a minimum of EUR 250 (two hundred and fifty euros).
4. Apostle is entitled to first deduct payments from the (extrajudicial) costs, then from the interest owed, and then from the principal sum.
5. When Apostle purchases advertising budgets for the customer, an administration fee of 10% of the total costs will be charged.
6. Apostle will charge travel costs if the distance between Apostle and the Customer is more than 10 KM, counting from Rijksweg 38G in Geffen.
   

7. Duration of Agreement

1. 7.1 An Agreement between Apostle and the Customer is agreed on for the period described in the Agreement. The Agreement can be terminated subject to a notice period of one calendar month before the end of the original or extended term unless the Parties have agreed otherwise. If the Agreement has a term of 3 years or longer, a notice period of three calendar months applies. If no written notice of termination has been given, the Agreement will automatically be extended for the original contract term. If no term has been agreed upon, the Agreement will be entered into for a year (12 calendar months).
2. The Agreement commences at the time agreed by the Parties. If no commencement date has been agreed on, it starts when Apostle performs the Services.
3. If, during the execution of the Agreement, it appears that for a proper execution thereof, it is necessary to amend or supplement it, the Parties will proceed to amend the Agreement on time and in mutual consultation. Changes in, additions to and extensions of the Agreement are only binding as far as Parties have agreed on this in writing. Costs resulting from this shall be at the expense of the Customer. Work, services or deliveries by Apostle to the Customer will be charged according to the usual rates of Apostle.
4. With advance payments, early cancellation is not possible.
5. If the Client wishes to put Apostle's services on hold, this is only possible by mutual agreement. The service is on hold every month; those months will be added at the end of the term. When terminating, the calendar month's notice period + the number of months on hold will apply.
6. Discount for multi-year contracts:
   • per month: +15%
   • 1 year: 0%
   • 2 years: 3%
   • 3 years: 5%
   • 5 years: 9%
     

8. Early termination

1. Apostle is entitled to terminate the Agreement if: a) the Customer applies for a suspension of payment or intends to do so; b) the Customer can no longer freely dispose of any (liquid) funds, e.g. due to an attachment; c) the Customer is dissolved or intends to dissolve; d) the ownership of the Customer is transferred to a third party or the third party has gained any control; e) or Circumstances arise that are of such a nature that Apostle cannot reasonably be expected to meet its obligations.
2. In the event that the above-mentioned cases occur, the claims of Apostle against the Customer shall be immediately due and payable in full.
3. Rights and obligations from the Agreement that, according to their nature and content, are intended to continue, shall remain in full force and effect after termination of the Agreement.
4. In the event of dissolution of the Agreement, there will be no reversal of the Services that have already been provided and the associated payment obligations.
   

9. Warranty

1. Apostle will make every effort to ensure that the Customer can use the Apostle software at all times. Apostle cannot guarantee that the Apostle software will always function without error or interruption, but will attempt to remedy the fault within a reasonable period of time upon notification by the Customer.
2. All advice given by Apostle is provided to the best of its knowledge, but no guarantee can be given in this respect.
   

10. Account and access/use Apostle Software

1. In order to use the Apostle software, an account is required. Apostle will provide the Customer with access to one or more User or administrator accounts after the conclusion of the Agreement, with which the Customer can create additional User accounts himself.
2. Accounts are personal and may not be shared by several Users. The Customer is obliged to create a separate account for each User.
3. The Customer and the Users are obliged to keep login data strictly confidential. Apostle may assume that actions performed through an account take place under the direction and supervision of the Customer.
4. If the login details for an account are lost or leaked, the Customer must immediately take all measures necessary to prevent misuse of the account. In any case, the Customer shall immediately change the password. The Customer shall also notify Apostle immediately, so that additional measures can be taken if necessary.
5. The Apostle software is only accessible via the Internet. In order to use the Apostle software, the Customer must have a working Internet connection. Apostle is entitled to set requirements to the (configuration of the) equipment, which are necessary for the use of the Apostle software. The Customer is obliged to set up the equipment or to modify it at any time so that Apostle's requirements are met. In case of failure, Apostle is entitled to suspend its obligations, without prejudice to the Customer's obligation to continue to meet its payment obligations. Apostle's requirements for the use of social media automation software via internet browsers, mobile equipment IOS or Android can be found at https://www.apostlesocial.com/nl/.
   

11. Updates, maintenance and support

1. During the term of the Agreement, Apostle will perform maintenance on the Apostle software and automatically implement updates and improvements to the Apostle software. Suggestions and feedback from the Customer are welcome, but ultimately Apostle will decide which functionality will be added or changed.
2. Maintenance that affects the availability of the Apostle software will be announced in advance and will be carried out, where possible, when the use of the Apostle software is low on average. Emergency maintenance can however be carried out at any time and without prior notice.
3. Where possible, the Customer is obliged to immediately report any problems with the Apostle software to Apostle and to provide Apostle with the information required for the rectification of errors.
4. Apostle will announce changes to the Apostle software via the software. Minor changes that, in the opinion of Apostle, do not affect the functionality of the Apostle software in a meaningful way will be implemented without prior notice.
5. In the event of questions regarding the Apostle software or the Services, the Customer can contact the Apostle helpdesk or consult the FAQ on the website. The Apostle helpdesk is available by chat, e-mail, and telephone on weekdays between 09:00 and 17:00 (Dutch time). Current contact details can be found on the Apostle website.
6. Apostle strives to deal with helpdesk requests within reasonable timescales. The time taken to respond to and resolve calls may vary.
   

12. Availability

1. The availability and maintenance of the Services is always on a "best effort" basis and subject to the provisions of this Article.
2. Apostle will make every effort to keep the Services available as much as possible, but cannot guarantee uninterrupted availability. Apostle has the right to put the Services out of commission temporarily for maintenance purposes.
3. If any hindrance, damage or other danger occurs or threatens to occur to the functioning of the Apostle computer systems or network or those of third parties, for example due to excessive sending, uploading or downloading of data, network attacks, poorly secured systems, or activities of viruses or other harmful software, Apostle is entitled to take all measures it reasonably considers necessary in order to avert or prevent this danger. Apostle will notify the Customer as soon as possible.

13. Force majeure

1. Apostle will not be obliged to fulfil its obligations under the Agreement if it is unable to do so due to circumstances beyond its control (force majeure).
2. Force majeure shall include, but not be limited to, strikes, failed, incomplete and/or delayed deliveries by suppliers, war and threat of war, terrorism, import and export bans, epidemics, traffic disruptions, loss or damage during transport, fire, theft, disruptions in the supply of energy and communication connections.
3. In the event of force majeure, Apostle may suspend performance of the Agreement for the duration of the situation. If the situation of force majeure lasts longer than 3 calendar months, Apostle shall be entitled to terminate the Agreement in writing with immediate effect, without any obligation to pay damages to the other Party.
   

14. Liability and indemnity

1. The liability of Apostle for damages or other claims, resulting from an attributable failure to perform (including breaches of warranties or indemnities), tort or on any other grounds, shall be limited to the amount owed by the Customer to Apostle under the Agreement (excluding VAT) over a period of 6 months preceding the occurrence of the damage, regardless of the number of events in that year.
2. Without prejudice to the above provisions, Apostle is explicitly not liable for any indirect damage. In this case, indirect damage is understood to mean: lost profit, missed savings, reduced goodwill, and damage as a result of business interruption.
3. The liability of Apostle based on an attributable failure in the performance of the Agreement shall only arise if Apostle is immediately and properly given notice of default in writing by the Customer, allowing a reasonable period of time to solve the failure, and Apostle remains in attributable breach of contract even after this period. The notice of default must contain a description of the shortcoming that is as detailed as possible, so that Apostle is able to respond adequately.
4. Any limitations or exclusions of the liability of Apostle contained in the Agreement lapse if and insofar as the damage is the result of intent or deliberate recklessness on the part of Apostle's management, or death or physical injury.
5. The use of the Apostle software is at own risk. As Apostle has no influence on the social media managed and content posted by the Apostle software, Apostle is never liable for any (harmful) consequences of managing or using these social media. The Customer will indemnify Apostle and hold it harmless for any third party claims resulting from the use of social media through the Apostle software.
   

15. Intellectual property rights

1. Nothing in the Agreement between the parties can be considered as a transfer of (intellectual) property rights to the Customer. All rights of intellectual and industrial property in the Apostle software or other materials such as analyses, models, techniques, designs, documentation, reports, offers, training materials, as well as preparatory materials thereof, are held exclusively by Apostle. The Customer only acquires the user rights and powers explicitly granted in the Terms and Conditions or otherwise for the duration of the Agreement.
2. The Customer is not permitted to make any changes to the Apostle software and other materials, or to remove or modify any indications of intellectual property rights therein.
3. The Customer is explicitly not entitled to access the source code or source files of the Apostle software and other materials, except in cases where this is permitted by mandatory law.
4. The Customer is not permitted to reverse engineer the Apostle software and other materials (e.g. by means of decompilation), except in cases where this is permitted by mandatory law.
5. Apostle may take (technical) measures to protect the Apostle software or materials. If such security measures have been taken, the Customer is not allowed to circumvent or remove them.
   

16. Customer data

1. All rights to Customer Data are vested in the Customer. Apostle will only use Customer Data to the extent necessary for the provision of the Services.
2. If and insofar as the Customer Data consists of personal data within the meaning of the General Data Protection Regulation ("GDPR"), the processing thereof is subject to the agreements set forth in the Annex.
   

17. Right of use and rules of use

1. Apostle grants the Customer the non-exclusive and non-transferable right to use the Apostle software for the duration of the Agreement strictly for its own use within the company of the Customer for the number of Users agreed with Apostle. All Users shall be designated by the Customer and registered by Apostle. Having the Apostle software used by or made available to third parties, including subsidiaries or group companies, is not permitted without the prior written consent of Apostle.
2. It is forbidden for the Customer to use the Apostle software for actions that violate Dutch or other applicable laws and regulations, or in a way that is otherwise unlawful.
3. Without prejudice to the foregoing, the Customer is expressly prohibited from storing or distributing through the Apostle software any materials, whether or not lawful:
   a. contain or refer to harmful content (such as viruses, malware or other harmful software);
   b. infringe the rights of third parties (such as, but not limited to, intellectual property rights) or are manifestly ignominious, defamatory, offensive, discriminatory or hateful;
   c. violate the privacy of third parties, including but not limited to the dissemination of personal data of third parties without consent or any other basis;
   d. contain hyperlinks, torrents or other references to (sources of) materials that infringe third-party intellectual property rights;
   e. or terrorist content, contains child pornography, bestiality pornography or animations thereof or is manifestly intended to assist others in finding such materials.
4. The right of use is limited to using the Apostle software for the sole purpose of managing internet marketing activities in the area of social media. In any case, use does not include: making changes to the Apostle software and/or integrating it into another social media automation software programme and/or copying or imitating (in part) and/or gaining access to the programme code of the Apostle software, etc., all of this in any way whatsoever and in so far as this is in accordance with the law.
5. The Apostle software may not be used for sending SPAM (= undesired electronic mail), among other things. The Customer shall ensure and warrant that its registered Users do not violate this provision and shall indemnify and hold Apostle harmless from and against any third party claims arising from this.
6. The Customer determines what materials are processed using the Apostle software and how the Customer and its Users use the Apostle software. The Customer is responsible for ensuring that the materials and the use of the Apostle software are lawful and do not infringe on the rights of third parties.
7. Apostle shall not be liable for any materials stored using the Apostle software or for any use made of the Apostle software by the Customer and/or its Users. The Customer will indemnify Apostle against any third-party claim, including any claim by the Users of the Customer, that the use of the Apostle software by the Customer and/or its Users infringes the rights of the Customer or is otherwise unlawful.
   

18. Other

1. The Client is not entitled to assign any rights arising from the Agreement to third parties without the prior written consent of Apostle. The Customer hereby irrevocably grants Apostle the right to assign any of its rights under the Agreement, in whole or in part, to any third party.
2. The term "written" in the Conditions also includes communication by e-mail, provided that the identity of the sender and the integrity of the message content is sufficiently established, with the exception of cancellation and dissolution of the Agreement.
   

19. Applicable law and disputes

1. These Terms and Conditions and all Agreements and arrangements resulting therefrom between Apostle and the Customer are governed by Dutch law.
2. Disputes will be exclusively submitted to the competent court of the district of Oost-Brabant, location 's-Hertogenbosch.