General Terms and Conditions of Delivery
Article 1. Definitions
In these Terms and Conditions, the following terms have the following meanings:
Subscription: the agreement between KMG and Buyer on the basis of which the Buyer receives one or more Publications during the agreed period and against payment of the Fee;
Buyer: the natural person or legal entity that enters into a Delivery Agreement with KMG;
Payment period: the frequency at which the Fee for a Subscription is owed by the Buyer;
Gift: the gift that a Buyer receives upon entering into a Delivery Agreement, as included in the Delivery Agreement;
Combined Subscription: a Subscription comprised of a combination of (one or more) Printed Publications and access to (one or more) Digital Publications;
Consumer: a natural person who is acting for purposes which are outside his trade, business, craft or profession.
Digital Publications: all existing and future digital publications by KMG including, but not limited to, (mobile) websites and (mobile) applications;
KMG: Keesing Media Group B.V., and each of its direct and indirect subsidiaries, in so far as these conclude agreements subject to these Terms and Conditions;
Delivery Agreement: a Subscription or an agreement for the delivery by KMG of an Individual Publication to the Buyer;
Individual Publication: an edition of a Publication to be provided by KMG to the Buyer once only by virtue of the Delivery Agreement;
Printed Publications: all existing and future printed publications by KMG including, but not limited to, puzzle magazines;
Publications: all Printed Publications and Digital Publications;
Fee: the price that the Buyer owes to KMG once only (in the case of an Individual Publication) or periodically (in the case of a Subscription);
Terms and Conditions: the present General Terms and Conditions of Delivery KMG.
Article 2. Applicability and amendments
- These Terms and Conditions apply to all Delivery Agreements, irrespective of the manner in which these are created, unless KMG has expressly declared other terms and conditions to be applicable.
- KMG may amend these Terms and Conditions. Amendments are announced in the Publications. The amended Terms and Conditions apply to all current Subscriptions from the day they take effect. In the event of an amendment of the Terms and Conditions that results in KMG providing a performance that materially differs from what was agreed, the Buyer is entitled to cancel the Subscription within four (4) weeks after the relevant amendment takes effect.
Article 3. Conclusion of Delivery Agreement
- All offers made by KMG to Buyer are made subject to availability and are considered to be an invitation from KMG to a (potential) Buyer to place an order.
- Each order placed by a (potential) Buyer is considered to be an offer by the (potential) Buyer to conclude a Delivery Agreement with KMG.
- The Delivery Agreement is concluded at the moment that KMG accepts the offer of the (potential) Buyer, either by written confirmation of the order to Buyer and/or by executing said order.
- KMG may send an automatically generated order acknowledgement to Buyer. This automatically generated order acknowledgement will not be deemed to constitute acceptance of the order by KMG.
- If an order is not accepted, KMG will inform the Buyer of this in writing (which is understood in these Terms and Conditions to include electronically) within ten (10) work days after receipt of the order. KMG is entitled to refuse an order without stating reasons.
Article 4. Address and Other Information
- When entering into the Delivery Agreement, the Buyer is obliged to provide the correct address and other information. Changes and/or errors in this information, including both delivery and invoice data, must be reported to KMG in a timely manner.
- Performance of the Delivery Agreement occurs and all notices and announcements related to the Delivery Agreement take place at the postal or email address stated by the Buyer.
Article 5. Termination/Revocation
- A Buyer who qualifies as a Consumer is entitled to terminate the Delivery Agreement within a period of fourteen (14) days by sending an unambiguous notice to that end to KMG under the conditions set out in this article 5. This may be done using the model revocation form.
- The termination period mentioned in paragraph 1 commences:
a. For Printed Publications and Combined Subscriptions: at the time of delivery of the (first) Printed Publication (or, in the event multiple Individual Publications are ordered in one Delivery Agreement: the last Individual Publication ordered) to the Buyer or a third party designated by the Buyer;
b. For Digital Publications: at the time the Delivery Agreement is concluded.
- In the event of termination, the Buyer must send back the Printed Publications and Gifts received within fourteen (14) days after sending the termination notice referred to in paragraph 1, in which the Buyer bears the costs of the return shipment. In the event of termination by the Buyer, the following costs may be charged to the Buyer:
a. With regard to Printed Publications and Gifts: the price of Publications and Gifts not sent back (in a timely manner), and any decrease in value of the Publications and Gifts delivered as a result of handling of the Publications and Gifts that goes beyond what is necessary to determine their nature, characteristics and functioning;
b. With regard to Subscriptions to Digital Publications: the Fee (pro rata) for the period from the beginning of the delivery until the termination, provided that the delivery of the Digital Publication(s) started within the termination period at the explicit request of the Buyer.
- The relevant invoice amount will – in so far as already paid by the Buyer – be refunded to the Buyer by KMG within fourteen (14) days after receipt of the termination notice referred to in paragraph 1, and after the deduction of any amounts owed based on paragraph 3 of this article, but – where applicable – not before KMG has received the returned Printed Publications and Gifts already delivered and/or Buyer has provided KMG with evidence of having sent back the Printed Publications and Gifts.
Article 6. Prices and Payment
- All prices are stated in euros, including VAT, other taxes or levies, and exclusive of shipping costs, unless stated otherwise or agreed in writing.
- KMG expressly reserves the right to change the Fee for Subscriptions, including on the basis of the annual indexation for inflation. KMG will publish a change in the Fee in the Publication. Unless expressly agreed otherwise, the amended Fee applies to all current Subscriptions from the next Payment Period.
- If KMG changes the Fee other than on the basis of the annual indexation for inflation, or if KMG changes the Fee within three (3) months after the Subscription is taken out, the Buyer is entitled to cancel the Subscription within four (4) weeks after the date the change takes effect.
- Payment must be made within the term stated on the invoice or, absent such, within fourteen (14) days after the invoice date.
- In the event of direct debit, the amount will be collected by KMG immediately following the announcement thereof.
- With regard to Subscriptions, the Fee for the agreed Payment Period is due in advance.
- If a payment period is exceeded, the Buyer is in default by operation of the law and owes interest of 1% per month as from the due date, calculated on the amount past due, in which part of a month is calculated as an entire month.
- All extrajudicial, judicial and other costs involved in the collection of the amount due are at the expense of the Buyer. To the extent permitted by the applicable law, the extrajudicial costs are set at a minimum of 15% of the principal past due, increased by interest, with a minimum of € 150.
Article 7. Delivery
- KMG endeavours to deliver the Publications and Gifts in a timely manner.
- The delivery of Individual Publications and Gifts takes place within thirty (30) days after the creation of the Subscription, unless a different delivery period is explicitly mentioned.
- If the location where the delivery of a Publication and/or Gift is to take place results in additional costs, KMG is entitled to charge these costs to the Buyer.
- Complaints about the delivery of a Publication are to be made known to KMG as quickly as possible. KMG will redeliver unreceived Publications as quickly as possible.
- Title to the Publications and Gifts does not transfer until the Publication and/or the Gift is delivered and the Buyer has satisfied all of its obligations by virtue of the Delivery Agreement. Without prejudice to the foregoing provisions, the risk in respect of the Publication and/or the Gift already passes to the Buyer at the time of the delivery to the Buyer.
- In the event of premature cancellation of the Subscription with which a Gift was provided for a reason that cannot be attributed to KMG, KMG is entitled at its own discretion to reclaim the Gift or to charge the Buyer for the residual value of the Gift.
- The delivered Publications and Gifts must have the properties that the Buyer is entitled to expect during normal use. The Buyer is obliged upon delivery of the Publication and/or the Gift to investigate whether it satisfies the Delivery Agreement. If it does not, the Buyer must inform KMG of this as quickly as possible, and in any event within two (2) months after the discovery of the defect, in writing and with reasons.
- If it is demonstrated that the Publication and/or the Gift do not satisfy the Delivery Agreement, if possible and applicable, at its own discretion, KMG will:
a. deliver the missing component as yet;
b. repair the defect in the Publication and/or the Gift;
c. replace the Publication and/or the Gift against return of the Publication and/or the Gift by the Buyer; or
d. refund the invoice value of the Publication and/or the Gift upon return of the Publication and/or the Gift by the Buyer (if and in so far as paid by the Buyer).
Article 8. Access to Digital Publications
- The log-in data that provide the Buyer with access to a Digital Publication are strictly personal and non-transferrable. The Buyer is prohibited from providing third parties access to a Digital Publication through the Buyer’s account, and from (commercially) exploiting his log-in data in any way or providing those data to third parties.
- The Buyer is completely responsible and liable for all use of his log-in data and for all acts performed using his account. If and as soon as the Buyer suspects that unlawful use is being made of his account, he must immediately inform KMG of this. In that event, KMG is entitled to take all measures it deems necessary for the protection of its Publications and its other buyers, and the Buyer must lend complete cooperation in that regard.
- The Buyer may only download and/or print the relevant Digital Publication for his own use. Multiplying, storing and /or publishing the Digital Publication in any other way is prohibited. If KMG has reason to believe that the Buyer is violating the prohibition in this provision, KMG is entitled to block access to the relevant Digital Publication and to keep it blocked, without prejudice to KMG’s right to recover the damage (including costs incurred) suffered as a result of or in connection with said violation.
Article 9. Changes to or discontinuation of a Publication
- KMG is entitled as it deems fit to change the scope, contents, composition, appearance, layout and/or publication frequency of a Publication, as well as any supplementary services specifically intended for Buyers. In the event of a change resulting in performance by KMG that materially differs from what was agreed, the Buyer is entitled to terminate the Subscription within four (4) weeks after the relevant change takes effect.
- KMG is furthermore entitled to discontinue a Publication at any time. In that event, the Fee already paid for the remainder of the Payment Period after the Publication’s discontinuation date is refunded.
Article 10. Renewal and cancellation of the Subscription
- After the agreed subscription period has expired, the Subscription is automatically renewed for an indefinite period unless the Buyer cancels the Subscription with due observance of a cancellation period of one (1) month before the end of the subscription period agreed. After renewal, the Buyer may cancel the Subscription at any time with due observance of a cancellation period of one (1) month. Trial subscriptions end with no cancellation required once the subscription period has expired.
- After automatic renewal, the Payment Period remains the same as the first Payment Period.
- If the Buyer cancels the Subscription before the expiry of the Payment Period, the Fee already paid for the remainder of the Payment Period after the Subscription’s end date is refunded.
- KMG is entitled at all times to cancel the Subscription with due observance of the same cancellation period as that applicable to the Buyer. If KMG cancels the Subscription before the Payment Period has expired, the Fee already paid for the remainder of the Payment Period from the end date of the Subscription is refunded.
Article 11. Rights
- All intellectual and other proprietary rights with regard to the Publication, which is understood to include all copyrights, database rights and trademark rights, are exclusively vested in KMG and/or its licensors. All of these rights are expressly reserved.
- The Buyer is prohibited from multiplying, storing and/or publishing the name, contents and/or layout of the Publication in any way, unless explicitly permitted under these Terms and Conditions or with prior written consent from KMG.
Article 12. Third parties
- In the performance of the Delivery Agreement, KMG may engage third parties. If these third parties apply supplementary terms and conditions, this is expressly reported before entering into the Delivery Agreement.
- All rights and entitlements by virtue of the Delivery Agreement stipulated on behalf of KMG are also stipulated on behalf of third parties engaged by KMG.
Article 13. Force majeure
- If force majeure occurs on the part of KMG, KMG has the right to suspend performance of the Delivery Agreement for as long as this situation continues or, at KMG’s discretion, to terminate all or part of the Delivery Agreement. Force majeure occurs in any event in the case of failure by suppliers or other KMG business relations, strikes, (unforeseen) government measures, (a specific threat of) terrorist attacks or war, fire, natural disasters and any other situation over which KMG cannot exercise decisive control.
- If the force majeure situation on KMG’s part continues for more than two (2) months, the Buyer is entitled to terminate all or part of the Delivery Agreement.
Article 14. Privacy
- Upon conclusion of and in the performance of the Delivery Agreement, KMG processes personal data of the Buyer.
- All use of data provided by Buyers takes place in accordance with the applicable law and regulations. The details of how KMG handles Buyers’ data and the manner in which this may be inspected or objected to are laid down in KMG’s Cookie & Privacy Statement.
Article 15. Applicable law and competent court
- The Delivery Agreement and these Terms and Conditions are exclusively governed by The Netherlands.
- If the Buyer is a Consumer, he can use the European platform for online dispute resolution (http://ec.europa.eu/consumers/odr/).
- If the Buyer is not a Consumer, disputes regarding the Delivery Agreement and/or these Terms and Conditions may be brought exclusively before the competent court in Amsterdam.