Terms and Conditions

HOOG Terms and Conditions

General Terms and Conditions of HOOG, operating under the name “HOOG.design NL B.V.”, established in Helmond at Aarle-Rixtelseweg 50, registered with the Chamber of Commerce under number 71418695, hereinafter referred to as “HOOG”, applicable to agreements between HOOG and a Customer.

1. Definities

1.1 In these general terms and conditions, the following definitions apply:

1. 1.1.1  Customer: a company, regardless of its legal form, that is active in the field of luxury home and garden furnishings and related products and services, operating among others in the Benelux region, and that purchases HOOG’s Services, and is the counterparty to HOOG in the Agreement.
2. 1.1.2  General Terms and Conditions: these General Terms and Conditions of HOOG.
3. 1.1.3  Material: the visual and audio material, advertisements (ads), photos, texts, logos, word and figurative trademarks, special promotions, quotations, and all related materials in the broadest sense, to be supplied via the Customer, which are intended to be published or posted on the Website and/or on social media (Pinterest, Facebook, Instagram) on behalf of Customers, but outside the editorial responsibility of HOOG.
4. 1.1.4  Services: all services made available by HOOG via the Website. These services include, but are not limited to, providing a digital platform in the field of luxury home and garden furnishings, on which Customers can promote their products and/or services to visitors of the Website.
5. 1.1.5  HOOG: HOOG.design NL B.V., established in Helmond, registered in the Commercial Register under number 71418695.
6. 1.1.6  Parties: HOOG and the Customer
7. 1.1.7  Agreement: the agreement concluded between HOOG and the Customer regarding the provision of Services by HOOG.
8. 1.1.8  Technical Requirements and Submission Procedure: the technical requirements and submission procedure of HOOG for the delivery of Content.
9. 1.1.9  Website: the website of HOOG, accessible among others via www.hoog.design.

2. Applicability of the Terms and Conditions

1. 2.1  These General Terms and Conditions apply to all offers and (order) confirmations of HOOG and to all (extended) Agreements concluded with or by HOOG and/or the (manner of) formation and/or execution thereof, in relation to the Services offered by HOOG.
2. 2.2  These General Terms and Conditions may only be deviated from if HOOG has agreed to this in writing in advance with the Customer.

1. 2.3  The applicability of any general terms and conditions and/or other conditions of the Customer is hereby expressly excluded.
2. 2.4  These General Terms and Conditions are designated as HOOG’s standard terms and are deemed to apply to (future) follow-up and/or additional offers, as well as to (extended) Agreements and/or their formation and/or execution.
3. 2.5  If one or more individual provisions in these General Terms and Conditions and/or in the Agreement are found to be invalid, this shall not affect the validity of the remaining provisions of the General Terms and Conditions, nor that of the Agreement itself of which the General Terms and Conditions form part. The Parties shall replace the relevant provision(s) with one or more new provisions whose purpose corresponds as closely as possible to that of the original provision(s).

3 Amendment of the General Terms and Conditions

1. 3.1  These General Terms and Conditions are available for inspection by any interested party via HOOG’s website (www.hoog.design ).
2. 3.2  HOOG is entitled to make reasonable amendments to these General Terms and Conditions. These amendments shall enter into force one (1) month after they have been announced.
3. 3.3  An Agreement to which amendments as referred to in paragraph 2 of this article apply may be terminated by the Customer without either party being obliged to pay any compensation as a result. Termination must take place within seven (7) working days after the Customer has reasonably been able to take notice of the amendments, subject to a notice period of one (1) month effective from the date on which the amended General Terms and Conditions enter into force. If the Customer does not terminate the Agreement, or does not do so in time, the Customer shall be deemed to have accepted the new amended General Terms and Conditions. If the Customer terminates the Agreement, the Customer must state the grounds that reasonably justify the termination in connection with the amendment(s).
4. 3.4  If HOOG sends a written notice to the Customer within ten (10) working days stating that, in HOOG’s opinion, the grounds provided by the Customer do not reasonably justify termination and/or that HOOG wishes to address the objections, a duty to negotiate shall arise as of the date of that notice. Unless the Parties agree otherwise in writing, the original General Terms and Conditions shall remain in force between the Parties during the negotiation period, which shall last a maximum of two (2) months.
5. 3.5  Changes in rates and/or surcharges shall expressly never be considered amendments within the meaning of paragraph 2 of this article and can therefore never serve as grounds for termination as referred to in paragraph 3 of this article.
6. 3.6  Amendments to these General Terms and Conditions made for the purpose of bringing them into line with legal and/or other governmental regulations and/or guidelines and/or regulations of any industry association and/or judicial decisions with which HOOG is (reasonably) required to comply,

cannot constitute grounds for termination by the Customer as referred to in paragraph 3 of this article.

4. Payment Terms

1. 4.1  Invoicing shall take place to the specified billing address within three (3) days after the Services have been delivered or the provision thereof has commenced, unless the Parties have agreed otherwise.
2. 4.2  Full payment of the invoice must be made within the payment term stated on the invoice. HOOG is entitled to require advance payment and/or other security for full and/or partial payment from the Customer.
3. 4.3  In the event of late or incomplete payment of any invoice due under this Agreement, the Customer shall be in default without further notice of default and shall owe interest of 1.5% per month, or part of a month, on the outstanding amount without further notice.
4. 4.4  If the Customer fails to fulfil its obligations under the Agreement, or fails to do so on time or properly, including but not limited to the full and timely fulfilment of payment obligations as described in this article, HOOG shall be entitled to suspend its obligations under the Agreement for as long as the said default continues, without being liable to pay any compensation. This is without prejudice to HOOG’s right to claim damages and/or performance from the Customer.
5. 4.5  If the Customer fails to fulfil its obligations under the Agreement, or fails to do so on time or properly, including but not limited to the full and timely fulfilment of payment obligations as described in this article, all reasonable costs (including costs related to judicial collection), both out of court and in court, shall be borne by the Customer, with a minimum of 15% of the outstanding amount.

5. Quotations, Term and Termination

1. 5.1  Unless expressly stated otherwise, HOOG’s offers/quotations are entirely non-binding and have a maximum validity period of fourteen (14) days after they have been made or issued by HOOG.
2. 5.2  The Customer guarantees the accuracy and completeness of the data/communications provided by or on behalf of the Customer to HOOG in connection with this Agreement, on which HOOG bases any offers/quotations. The Customer therefore indemnifies HOOG against the consequences of misunderstandings in the execution of the Agreement that arise from the incorrect and/or incomplete provision of data and/or communications to HOOG.
3. 5.3  The Agreement shall only be concluded and shall commence at the moment the Customer has confirmed, orally or in writing (including by e-mail), to HOOG that it wishes to make use of the Services and agrees to the arrangements made with HOOG in that regard. In the event that HOOG, at the request of the Customer, commences the provision of Services within fourteen (14) days after sending the e-mail referred to in paragraph 3 of this article, including but not limited to the creation of

a Customer profile on the Website and/or the uploading of Content provided by the Customer, as included in the confirmation of the agreed arrangements, the Customer shall be deemed to have fully accepted those arrangements and HOOG’s General Terms and Conditions.

1. 5.4  Each Agreement is entered into for a fixed term, namely for a period of one (1) year, and shall terminate automatically upon the expiry of that year.
2. 5.5  Each Party shall be entitled to terminate this Agreement with immediate effect, without judicial intervention, by means of a registered letter to the other Party, if the other Party is attributable in default in the (timely) performance of one (or more) obligations under this Agreement and fails to comply with such obligation(s) within a reasonable period of five (5) working days after having been sent a written notice of default (e-mail being sufficient), requesting performance within that period. If the notice of default does not result in compliance by the other Party, the other Party shall be entitled to claim performance or compensation for damages.
3. 5.6  The Customer is, except as provided in paragraphs 5 and 7 of this article, not entitled to terminate an Agreement entered into for a fixed term before the end of its term, unless the Customer compensates all damages and/or costs incurred by HOOG as a result thereof. Such damages shall in any case include at least the fee that the Customer would still owe to HOOG for the remaining duration of the Agreement.
4. 5.7  Without prejudice to the provisions in paragraphs 4, 5 and 6 of this article, HOOG shall be entitled to terminate the Agreement without notice of default or judicial intervention, without prejudice to its right to compensation for any costs, damages and interest and subject to its rights:- in the event of bankruptcy of the Customer or an application therefor;- in the event of suspension of payments of the Customer or an application therefor;- in the event of guardianship being imposed or the death of the Customer;- if the statutory debt restructuring scheme for natural persons becomes applicable to the Customer or the Customer submits a request therefor;- if the Customer’s entire assets are placed under administration;
   – if the Customer surrenders its estate;
   – in the event of attachment of one or more assets of the Customer; and- if HOOG becomes aware of circumstances of which it was not aware at the time of entering into the Agreement and which are of such a nature that HOOG can no longer reasonably be expected to continue the Agreement in full.

6. Submission of Content / Indemnification

6.1 The (editorial) responsibility for the content and design of the Website rests with HOOG.

1. 6.2  HOOG is entitled, without being required to specify reasons, to refuse, withdraw and/or remove Content and/or delete it from its Website and/or social media if (further) publication thereof could conflict with the legitimate interests of HOOG and/or third parties. Legitimate interests shall in any case include the Content being in violation of applicable laws and regulations (including decisions of the Advertising Code Committee and claims relating to copyright and trademark rights of third parties), inconsistency with truth, good taste and decency, or conflict with public order and/or morals, or otherwise being unlawful towards third parties.
2. 6.3  If HOOG makes use of its authority to refuse, withdraw and/or remove Content and/or delete it from its Website and/or social media, it can never be held liable for any resulting damages incurred by the Customer and/or third parties. In the event that HOOG, on the aforementioned grounds or on the basis of a court ruling, fails to fulfil its obligations under this Agreement in whole or in part, the Customer shall be obliged to fully compensate HOOG for any damages incurred as a result.
3. 6.4  The rights and obligations of a Customer with regard to the publication of Content via the Website are strictly personal and may not be transferred and/or assigned and/or resold, in whole or in part, to third parties without the prior written consent of HOOG.
4. 6.5  The Customer guarantees that the Content provided by it does not contain anything that infringes any rights of others, including copyright or any other intellectual property right, and that it is authorised to permit HOOG to publish and/or reproduce the Content (or have it published and/or reproduced). In addition, the Customer guarantees that HOOG will not be obstructed in any other way (by third parties) in the performance of its obligations arising from this Agreement.
5. 6.6  The Customer guarantees that the Content provided by it, both at the time of submission and at the time of publication on the Website and/or social media, complies with the requirements imposed by applicable laws and regulations and/or other applicable governmental regulations and/or advertising codes.
6. 6.7 Content must be delivered as a digital file, taking into account the Delivery Procedure and the Technical Specifications as established by HOOG and published, among other places, on the Website.
7. 6.8 The Customer ensures timely delivery of the Content by the delivery date set by HOOG. If the Content is, in HOOG’s opinion, not delivered in time and/or not in accordance with the Delivery Procedure and the Technical Specifications, HOOG may suspend or reject publication of the Content on the Website and/or social media, without being liable for any damage suffered by the Customer as a result.
8. 6.9 The Customer indemnifies and holds HOOG harmless (all (legal) costs, direct and indirect damage and interest) for claims or demands of third party(ies) for compensation of direct and indirect damage suffered by such third party(ies) which

relates to the disclosure and/or reproduction of Content by HOOG for the purpose of performing the Agreement and on behalf of the Customer.

1. 6.10 The Customer guarantees that all fees that are or will become payable to third parties in connection with HOOG’s disclosure and/or reproduction of Content (including any claims from collective rights organizations, BUMA/STEMRA and SENA) are or will be paid by it, and that if it must provide data to third party(ies), it will do so in a timely and correct manner.
2. 6.11 Adding applications and/or other technologies to the Content by the Customer that can be used to store data or to provide/send it to the Customer is not permitted without HOOG’s permission. The Customer indemnifies HOOG for all damage (including fines imposed by government authorities) that arises if the Customer acts contrary to the provisions of this article.
3. 6.12 HOOG accepts no liability towards the Customer and/or third party(ies) if the Website and/or social media are not accessible or temporarily not accessible to visitors of the Website and/or social media due to technical or other causes and/or for damage caused by possible viruses, Trojan horses, worms, etc. that are placed on a PC, laptop, tablet, smartphone or other communication and/or computer equipment of the Customer and/or third party(ies) through a visit to and/or use of the Website (and/or social media) and/or through a website to which reference is made. HOOG strives to prevent such viruses, Trojan horses, worms, etc. on the Website as much as possible. HOOG accepts no liability for the websites of any third party (including those of the Customer) referred to on the Website.

7. Services

1. 7.1 HOOG is permitted to use the Content for promotional purposes, whether or not via other social media. HOOG is not entitled to resell the Content to third parties. The Content remains the property of the Customer, but during the term of the Agreement the Customer grants HOOG a worldwide (sub)license to use the Content for the promotional purposes described in this paragraph.
2. 7.2 The Website contains references to websites of Customers. HOOG is not responsible for (the content of) these websites and/or third party websites, including the privacy policies maintained by Customers and/or these third parties, and has no control over them.

8. Intellectual property rights

8.1 All intellectual property rights in their fullest scope to the Services (including the Website), as well as all future (individual) additions, modifications and/or extensions thereof, are and remain exclusively with HOOG. The Agreement does not intend to effect any transfer and HOOG remains fully and exclusively entitled with respect to these rights. This means that no other party than HOOG can dispose worldwide of

the intellectual property rights. Intellectual property rights include, but are not limited to, all worldwide copyrights, neighboring rights, personality rights, trademark rights, design rights, database rights, trade name rights, domain name rights and (claims to) patent rights that attach to ideas, (design) drawings, (3-D) designs, designs, (computer) animations or elaborations, computer programs (software), source files (source code(s), communication expressions, and all other objects and products eligible for intellectual property rights insofar as they relate to the Services. Parties also include company-specificknow-how of HOOG within the scope of intellectual property rights as formulated in the Agreement.

8.2 The Website and the Content may not be taken over and/or copied in any manner, reused, made available to third parties or otherwise disclosed and/or distributed without prior written consent from HOOG.

9. Personal data and Privacy

1. 9.1 Personal data that is collected, obtained or otherwise processed as part of the Agreement are and remain the property of HOOG.
2. 9.2 The processing of the personal data is subject to HOOG’s Privacy statement, which can be consulted on the Website.
3. 9.3 HOOG will not process the personal data for any purpose other than agreed in the Agreement and ensures compliance with applicable privacy and security laws and regulations. In doing so, this processing shall be in accordance with the Personal Data Protection Act, the most recently published guidelines of the Dutch Data Protection Authority and the (European) General Data Protection Regulation with respect to security (and processing) of personal data.
4. 9.4 In doing so, HOOG will endeavor to take effective technical and organizational measures to prevent loss and/or any other form of unlawful processing of personal data.
5. 9.5 To the extent that the processing of the personal data forms part of what the Parties agree in the Agreement, the Customer indemnifies HOOG against all claims and claims relating to failure to or incorrect compliance with the notification obligation to the Data Protection Authority, or for the use and engagement to process personal data in the context of the Agreement.

10. Force majeure and other unforeseen circumstances

10.1 HOOG is not obliged to perform any obligation if it is prevented from doing so as a result of force majeure.

1. 10.2 Force majeure on the part of HOOG occurs when an external circumstance prevents HOOG from fulfilling the Agreement and thus entitles it to suspend performance of the Agreement and HOOG consequently can no longer be held to fulfill its obligations.
2. 10.3 In the event of force majeure, the Customer has no right to compensation for damage, costs or interest.
3. 10.4 A force majeure situation as referred to in paragraph 2 of this article shall include but is not limited to: the Website and/or social media becoming wholly or partially unavailable for the Services; war; risk of war; mobilization; riot; state of siege; strikes; picketing or punctuality actions and exclusion; a court ruling; fire and water damage; accident or unavailability of personnel; failure of electricity supply; failures of the internet and of the computer network, or telecommunications infrastructure; defectiveness of goods, equipment, software and digital infrastructure of third parties whose use is necessary for the Services to be delivered; failure of suppliers of HOOG or other third parties, such as internet providers, telecom operators, on whose services HOOG is also dependent for the performance of its obligations; and unforeseen problems by HOOG that lie outside the direct sphere of influence of its management and/or other executives but that make it impossible for HOOG to fulfill its obligations arising from the Agreement.
4. 10.5 If a force majeure situation occurs, the Customer is entitled to terminate the Agreement for the non-executable portion by written declaration (email is sufficient) after twenty-eight (28) days.
5. 10.6 If HOOG has already partially fulfilled its obligations or can only partially fulfill its obligations at the time the force majeure situation occurs, it is entitled to invoice the part already performed or executable separately and the Customer is obliged to pay that invoice as if it were a separate Agreement.

11. Liability

1. 11.1 HOOG will perform its work to the best of its ability and will exercise the care that can be expected. If an error is made because the Customer has provided incorrect or incomplete information, HOOG is not liable for the damage resulting from that.
2. 11.2 Unless otherwise provided, HOOG’s liability for attributable failure in the performance of the Agreement arises only if it can demonstrably be blamed with a serious degree of negligence and if the Customer has put HOOG in default in writing, setting a reasonable period to remedy the defect (for example by still placing the desired Content on the Website and/or social media) and HOOG also culpably fails to perform its obligations after that period.
3. 11.3 A condition for any right to compensation is always that the Customer reports the damage in writing to HOOG as soon as possible after it occurs, but no later than within one (1) month after the Customer became aware of or reasonably should have become aware of the damage.

HOOG, but no later than within one (1) month after the Customer became aware of or reasonably should have become aware of the damage

1. 11.4 HOOG always has the right, if and insofar as possible, to undo or limit the Customer’s damage by repairing or improving the defective Service(s).
2. 11.5 HOOG is never obliged to compensate indirect damage (consequential damage) of the Customer, including but not limited to stagnation in the normal course of business in the Customer’s enterprise, which is the result of or otherwise related to an error in the performance of Services by HOOG. In addition, compensation for indirect damage (consequential damage) based on lost profit, missed savings, reduced goodwill, damage as a result of claims by third party(ies), distortion or loss of data, and loss of information is also expressly excluded.
3. 11.6 The total liability of HOOG towards the Customer, regardless of the cause, is limited to compensation for direct damage only and is in any event limited to the amount invoiced by HOOG to the Customer and paid by the Customer for the provision of the Services in a period of one (1) month preceding the attributable failure. Any claim for compensation of damage expires by the mere passage of twenty-four (24) months after the claim arose.
4. 11.7 Except in cases of intent and gross negligence, HOOG can never be held liable for damage caused by loss and/or damage of Content and/or other material supplied by the Customer.

12. Confidentiality

1. 12.1 Parties acknowledge the strictly confidential nature of the contents of the Agreement and of all information (both written and oral) that becomes known to them in the context of the performance of the Agreement, such as but not limited to information concerning organization, business operations, financial and technical matters, content, origin, unpublished rates and their destination.
2. 12.2 Parties will not disclose that information to third parties in any way and impose this confidentiality obligation on and are responsible for compliance with it by their employees and third parties who are in any way involved in their activities or the performance of the Agreement.
3. 12.3 This obligation applies both during the term of the (extended) Agreement and after its termination. The confidentiality obligation mentioned in this article also applies to any disputes that arise between the parties and copies of the Agreement.

13. General final provisions

13.1 Except in the event that one of the Parties transfers control (by transfer – directly or indirectly – of its shares or via statutory powers and/or contractual arrangements of a structural nature) of its company for more than 50% to a third party and/or parent/subsidiary/sister company, the Parties are not permitted to transfer their obligations under this Agreement wholly or partially to any third party without the written consent of the other Party.

transfer more than 50% of its company to a third party and/or parent/subsidiary/sister company, the Parties are not allowed to transfer their obligations under this Agreement wholly or partially to any third party without the written consent of the other Party.

1. 13.2 All taxes payable in respect of the Agreement or that may still be levied in the future shall be borne by the Customer.
2. 13.3 Dutch law applies to all Agreement(s) and any additions thereto and all disputes arising from the Agreement (including the General Terms and Conditions) shall be submitted exclusively to the competent judge of the court of Oost-Brabant.