Semantize
Dr. Goossensstraat 3
6325 BV Berg en Terblijt
The Netherlands
Telephone number:
E-mail address:
Chamber of Commerce number: 83798862
VAT identification number: NL003875689B72
本条款和条件的英文版本是官方且具有法律约束力的版本。本页面提供的任何翻译仅为方便参考，并不具有法律约束力。
Scope:
These terms and conditions apply to every offer, quotation, and/or agreement between https://www.semantize.nl (“Semantize”) and a counterparty (the “Counterparty”).
Exclusion for Consultancy Services:
These terms and conditions do not apply to consultancy services. The terms governing consultancy services are provided separately in a service contract between Semantize and the contracted party.
Exclusion of Other Terms:
The applicability of any (general) conditions of the other party is explicitly rejected.
Severability:
If one or more provisions of these general terms and conditions are wholly or partially invalid or ineffective, the validity of the remaining provisions shall not be affected. In such a case, the parties shall replace the invalid or ineffective provisions with valid and enforceable provisions that most closely reflect the original intent.
Modification of Terms:
Semantize reserves the right to change these general terms and conditions at any time. Any changed terms will be communicated to the Counterparty, who then has one month from receipt of the amended terms to terminate the agreement in accordance with Article 8.1 of these general terms and conditions.
Non-Binding Nature:
All quotations and offers from Semantize are non-binding. A quotation or offer expires if the product to which it relates is no longer available.
Error Clause:
Semantize is not bound by its quotes or offers if the Counterparty can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.
Product Representation:
The Counterparty is not entitled to file a complaint if (the images of) the products do not correspond with (the appearance of) the delivered products or digital product, unless they are materially different products.
Acceptance Deviations:
If the acceptance deviates (whether or not on minor points) from the offer included in the quotation or offer, Semantize is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance.
Formation of Contract:
The agreement is concluded at the moment of acceptance by the Counterparty of the offer and the fulfillment of the corresponding conditions.
Electronic Acceptance:
If the Counterparty has accepted the offer electronically, Semantize will immediately confirm receipt of the acceptance electronically. Until this receipt is confirmed, the Counterparty can terminate the agreement.
Due Diligence:
Semantize may, within statutory frameworks, verify whether the Counterparty can meet its payment obligations, as well as other relevant facts for responsibly concluding a distance contract. If Semantize has good reasons not to enter into the agreement based on this investigation, it is entitled to refuse an order or request, provide a rationale, or attach special conditions to the execution.
Instructions Compliance:
The Counterparty is obliged to carefully read and adhere to the instructions for use and warnings of the delivered products before use.
Resale Prohibition:
The Counterparty is not entitled to resell the products sold by Semantize.
Third-Party Work:
Semantize reserves the right to have certain work performed by third parties.
Information Provision:
If Semantize requires information from the Counterparty for the execution of the agreement, the execution period shall not commence until after the Counterparty has correctly and completely provided this information to Semantize.
Withdrawal Period:
When purchasing products, the Counterparty has the option to dissolve the agreement without giving any reason within 14 days. This cooling-off period commences on the day after the Counterparty receives the product.
Return Conditions:
If the Counterparty exercises the right of withdrawal, they must return the product with all delivered accessories in the original condition and packaging, unopened, to Semantize in accordance with the reasonable and clear instructions provided by Semantize.
Return Costs:
The costs for returning the product will be borne by the Consumer.
Reimbursement:
Semantize will reimburse the amount paid by the Counterparty within 30 days of receiving the returned product.
Exclusions:
Semantize excludes the right of withdrawal for:
Digital Products: Digital products that have been downloaded, accessed, or otherwise used by the Counterparty.
Used Physical Products:
Physical products that show signs of use beyond what is necessary to establish their nature, characteristics, and functioning.
Evidence of Use:
Semantize reserves the right to request evidence of use for physical products to determine if the right of withdrawal should be excluded based on the extent of use.
Price Adjustments:
Semantize is entitled to implement price increases after three months from the conclusion of the agreement, provided such price increases are not unreasonably burdensome for the Counterparty.
Payment Methods:
Amounts owed by the Counterparty are to be paid through online payment methods (iDEAL, PayPal, Bancontact, creditcard or manual bank transfer) to Semantize.
Delivery Location: The place of delivery is the address provided by the Counterparty to Semantize. Semantize only delivers to addresses where the product can be received (not to P.O. boxes).
Address Accuracy: The Consumer is responsible for providing the correct physical delivery address and for any changes to this address.
Liability for Incorrect Information:
Semantize is not liable for damage resulting from inaccurate and/or incomplete address data provided by or on behalf of the Counterparty.
Transfer of Ownership:
Ownership of the physical products is only transferred to the Counterparty after the Counterparty has fulfilled (i) all payment obligations under the agreement, and (ii) any claims regarding non-compliance with these agreements.
Delivery Method: Digital products, including but not limited to software, e-books, and digital media, will be delivered via electronic transmission or,and made available for download.
Accurate Email Address: The Counterparty must provide a valid and accurate email address during the purchase process to ensure successful delivery of digital products. Semantize is not liable for delays or failures in delivery due to incorrect or invalid email addresses provided by the Counterparty.
Contracting Third-Party Delivery Services: Semantize reserves the right to contract out the delivery of digital products to trusted third-party service providers and app’s. These third parties are responsible for their own terms and conditions regarding the delivery and access of digital products.
Immediate Access Upon Delivery: Upon successful delivery via electronic transmission or download, the Counterparty gains immediate access to the digital product. This access may result in the waiver of the right of withdrawal as stipulated in Article 5.
Usage Restrictions: The Counterparty is granted a non-exclusive, non-transferable right to use the digital product for personal use only. Any other use, including reproduction, distribution, or modification, is prohibited without prior written consent from Semantize.
Evidence of Download or Access:
Semantize reserves the right to request evidence of download or access to digital products to determine if the right of withdrawal should be waived based on the extent of use.
Termination for Indefinite Agreements:
The Counterparty may terminate an agreement concluded for an indefinite period by email by the end of the month, provided that the termination is received by Semantize no later than the last day of the month, adhering to a notice period of one month.
Termination for Fixed-Term Agreements:
An agreement concluded for a fixed term ends automatically upon the expiry of the agreed period.
Immediate Termination Rights:
In the event of liquidation, suspension of payments, bankruptcy, attachment (if not lifted within three months), debt restructuring, or any other circumstances that prevent the Counterparty from freely disposing of its assets, Semantize may immediately terminate the agreement without any obligation to pay compensation or indemnity. Claims by Semantize against the Counterparty become immediately due and payable in such cases.
Cancellation Fees:
If the Counterparty cancels an order in whole or in part, the Counterparty will be charged for the ordered or prepared items, including any delivery and shipping costs, as well as the labor time reserved for the execution of the agreement.
Definition and Exemption:
Semantize is not obliged to fulfill any obligations towards the Counterparty if prevented from doing so by circumstances beyond its control (force majeure), which are not due to its own fault and are not the responsibility of law, a legal act, or generally accepted beliefs.
Examples of Force Majeure:
Force majeure includes, but is not limited to:
(i) Force majeure affecting Semantize’s suppliers,
(ii) Inability of Semantize’s suppliers to fulfill obligations properly,
(iii) Defects in goods, equipment, software, or materials from third parties,
(iv) Government measures,
(v) Power outages,
(vi) Internet outages, computer networks, or telecommunication facilities failures,
(vii) War,
(viii) Workforce shortages,
(ix) Strikes, and
(x) General transportation problems.
Suspension and Termination:
Semantize may suspend obligations under the agreement for the duration of the force majeure event. If the force majeure persists for more than two months, Semantize is entitled to dissolve the agreement without any obligation to compensate the Counterparty for damages.
Response Time:
Complaints submitted to Semantize will be answered within 48 hours of receipt.
Extended Processing Time:
If a complaint requires a foreseeable longer processing time, Semantize will respond within 484 hours with a confirmation of receipt and an indication of when the Counterparty can expect a more detailed answer.
Governing Law:
For agreements between Semantize and the Counterparty to which these general terms and conditions apply, only Dutch law applies.
Jurisdiction:
Disputes arising from or related to the agreement will be submitted to the competent court in the district where Semantize is established.
Data Processing:
Semantize processes personal data of the Counterparty for the execution of the agreement, customer service, and marketing purposes, in accordance with the General Data Protection Regulation (GDPR).
Rights of the Data Subject:
The Counterparty has the right to access, correct, delete, and transfer their personal data, as well as the right to object to processing or request restriction of processing.
Data Sharing:
Semantize does not share personal data with third parties unless necessary for the execution of the agreement or required by law.
Security:
Semantize implements appropriate technical and organizational measures to secure personal data against unauthorized access, loss, or destruction.
Contact:
For questions regarding the privacy policy or the processing of personal data, the Counterparty can contact Semantize via
.
For the purposes of these general terms and conditions, the following definitions apply:
Ownership:
All content on the Semantize website, including text, images, logos, and software, is the property of Semantize or its licensors and is protected by Dutch and international intellectual property laws.
Usage Rights:
The Counterparty is granted a non-exclusive, non-transferable right to use the content for personal use only. Any other use, including reproduction, distribution, or modification, is prohibited without prior written consent from Semantize.
Indirect Damages:
Semantize shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the use or inability to use the products or services.
Maximum Liability:
Semantize’s total liability to the Counterparty for any claim arising out of or relating to the agreement shall not exceed the amount paid by the Counterparty for the products or services in question.
Exceptions:
The limitations of liability do not apply in cases of intent, gross negligence, or where liability cannot be excluded by law.