Chapter 1 – General provisions

Article 1 – Definitions

In these general terms and conditions, the following terms, always starting with a capital letter, are used in the following meaning.

1. Soofos: the private company with limited liability Soofos B.V., the user of these general terms and conditions, located at Hommelbrink 6, 8051 PV in Hattem, registered in the Trade Register under Chamber of Commerce number 63225255.
2. Platform: www.soofos.nl, the mobile application of Soofos, possible derivatives thereof, as well as all other online environments managed by Soofos, such as mobile applications, websites and portals, to which these general terms and conditions have been declared applicable.
3. Writing: communication in writing, communication by e-mail or any other form of communication that can be equated with this in view of the state of the art and current views in society.

Article 2 – General Provisions

1. These general terms and conditions apply to the use of the Platform, every agreement to which these general terms and conditions have been declared applicable and all legal relationships arising therefrom between the parties to that Agreement.
2. The provisions of these general terms and conditions can only be deviated from explicitly and in Writing and with the consent of Soofos.
3. Annulment or invalidity of one or more provisions of these general terms and conditions does not affect the validity of the other provisions. In such a case, the parties to the agreement in question are obliged to enter into mutual consultation in order to make a replacement arrangement with regard to the affected clause. The purpose and scope of the original provision will be taken into account as much as possible.
4. Additional or different conditions apply to users who gain access to the Platform through an organization or employer (for example via Soofos Zakelijk or Soofos Zakelijk Plus). These are available via https://zakelijk.soofos.nl/algemene-voorwaarden and are an integral part of the legal relationship. In the event of any conflict between these general terms and conditions and the terms and conditions of Soofos Zakelijk, the latter shall prevail.

Article 3 – Liability of Soofos and Indemnification

1. Soofos strives to optimize the correct functioning and accessibility of the Platform. However, Soofos cannot guarantee that the facilities on the Platform are available without limit or that all facilities on the Platform function flawlessly at all times. Any liability of Soofos in this regard is excluded.
2. Soofos is at all times entitled to temporarily disable (have disabled) the Platform or parts thereof if, in its opinion, this is desirable with regard to maintenance, modification, or improvement of the Platform or the servers of Soofos or third parties. Any liability of Soofos resulting from the temporary unavailability of the Platform or parts thereof is excluded.
3. If the Platform contains references, for example by means of hyperlinks, to websites of third parties, Soofos is never liable for the content of these websites.
4. Soofos is not liable for material or immaterial damage resulting from the use of the services and products offered via the Platform, unless the damage is the result of intent or deliberate recklessness by Soofos or its managerial subordinates. Use of the products and services is at one’s own risk. Soofos is never liable for the acts and omissions of persons as a result of knowledge and skills acquired via the services.
5. Liability of Soofos for indirect damage, consequential damage, lost profits, missed savings, reduced goodwill, damage due to business stagnation, damage resulting from claims by customers or employees of the counterparty of Soofos, mutilation or loss of data, and all other forms of damage than mentioned in the following paragraph, for whatever reason, is excluded.
6. The limitations of the liability of Soofos contained in these general terms and conditions do not apply if the damage is due to intent or deliberate recklessness by Soofos or its managerial subordinates. Soofos may be held liable only for direct damage attributable to it. Direct damage means exclusively:

• • reasonable costs for establishing the cause and extent of the damage, insofar as the establishment relates to damage within the meaning of these general terms and conditions;
  • the possible reasonable costs necessary to have the defective performance of Soofos correspond to the agreement between Soofos and the respective counterparty of Soofos;
  • reasonable costs incurred to prevent or limit damage, insofar as the counterparty of Soofos demonstrates that these costs have led to the limitation of the direct damage as intended in these general terms and conditions.

7. In the event that, notwithstanding the liability exclusions contained elsewhere in these general terms and conditions, any liability rests on Soofos, the liability shall at all times be limited to once the invoice value charged to the respective counterparty for the relevant agreement between Soofos and the respective counterparty, or at least that part of that agreement to which the liability of Soofos relates, or, if the agreement has a longer duration than six months, the invoice value due over the last six months, with the understanding that the liability of Soofos is in any case at all times limited to at most the amount actually paid out under the liability insurance concluded by Soofos in the relevant case, increased by any deductible of Soofos applicable under that insurance.
8. For agreements that are paid once and provide access for an indefinite period, such as Lifetime access, the liability of Soofos applies exclusively to the first six (6) months after the conclusion of the agreement. After the expiration of this term, any liability of Soofos for damage that directly or indirectly results from modification, limitation, or termination of access, the availability of the platform, or the offered content, ceases.
9. The limitation period for all legal claims against Soofos is 12 months after the arising of that claim, with the understanding that any right to compensation is deemed forfeited if 18 months have elapsed since the termination of the relevant agreement between Soofos and the counterparty, and the relevant claim has not been submitted to Soofos in Writing within that term and taking into account any possibly relevant forfeiture period in the remainder of these general terms and conditions.
10. The counterparty of Soofos indemnifies Soofos from any claims by third parties that suffer damage in connection with the execution of an agreement between Soofos and the respective counterparty, and of which the cause is attributable to (one or more) other(s) than to Soofos. If Soofos is called upon by third parties on this basis, the respective counterparty of Soofos is obliged to assist Soofos both out of court and in court and to promptly do whatever is reasonably expected of it in that case. If the counterparty fails to take adequate measures, Soofos, without notice of default, is entitled to proceed itself. All costs and damage arising on the side of Soofos and third parties as a result thereof are entirely for the account and risk of the respective counterparty.

Article 4 – Intellectual Property

1. All copyrights and other intellectual property rights on the Platform and its components, including the software, design and operation of the Platform and images and texts shown through the Platform, belong to Soofos or its licensors. Without the prior Written consent of Soofos or the relevant licensor, it is prohibited to reproduce, in any way reproduce, distribute, exploit or create derivative works from the material to which the rights of Soofos or the licensor rest.
2. In the event of an attributable infringement of the provisions of the previous paragraph, Soofos or the relevant licensor reserves all rights that accrue to it under the law, including the right to a compensation to be determined reasonably by him and immediate reversal of the infringement.

Article 5 – Force Majeure

1. Soofos is not obliged to (further) fulfill an agreement to which it is a party if and for as long as it is unable to do so as a result of force majeure. Force majeure, in addition to what is understood in this regard in legislation and case law, is understood to mean all external causes over which Soofos has no influence and which make the (further) performance of the agreement impossible or seriously complicate, including errors and shortcomings of other service providers on which Soofos is dependent, incapacity for work of personnel, disasters, epidemics, pandemics, war and threats of war, disruptions or failure of the internet, the telecommunications infrastructure, cyberattacks, power failures, fire and flooding.
2. If the force majeure situation makes the fulfillment of an agreement to which Soofos is a party permanently impossible or continues or will continue for more than three months, Soofos and the other party in question are entitled to terminate that agreement with immediate effect.
3. If, upon the occurrence of the force majeure situation, Soofos has already partially fulfilled its obligations under the agreement in question, or can only partially fulfill its obligations, it is entitled to be reimbursed separately for the already executed part or still executable part of the agreement in question, as if it were an independent agreement. Other damage resulting from force majeure is not eligible for compensation.

Article 6 – Suspension and Termination

1. Soofos is entitled to suspend the execution of an Agreement in which it is a party, for example by temporarily blocking the user’s account, if and as long as the counterparty of Soofos in that Agreement fails to perform its due obligations arising from that Agreement (including the provisions of these general terms and conditions).
2. Soofos is entitled to temporarily block or permanently delete an account if no use has been made of the Platform during an uninterrupted period of twenty-four (24) months. ‘No use’ means that the account in question has not been logged into during that period. In that case, any access to previously purchased Products or Services, including any lifetime access, also expires. The access cannot be restored or transferred, and the user has no right to restitution or any form of compensation.
3. Soofos is entitled to terminate an Agreement in which it is a party with immediate effect, in whole or in part, if the counterparty of Soofos fails to perform, performs late, or performs incompletely its obligations under the Agreement, unless the counterparty’s breach of contract, given its particular nature or minor significance, does not reasonably justify such termination with its consequences. If the performance of the counterparty’s obligations, regarding which it is in default, is not permanently impossible, the entitlement to terminate arises only after the counterparty has been put in default by Soofos In Writing, in which default notice a reasonable period is stated within which the counterparty can (still) perform its obligations, and performance has still not occurred after the expiry of the aforementioned period. The provisions of the previous sentence do not apply if Soofos must conclude from a statement by the counterparty that the counterparty will permanently fail to perform, in which case a notice of default is pointless.
4. Soofos is also entitled to terminate an Agreement in which it is a party with immediate effect, in whole or in part, if the counterparty in that Agreement is declared bankrupt, if any attachment has been placed on its assets, or if it cannot otherwise freely dispose of its property, unless the counterparty has already fulfilled all its (future) payment obligations arising from that Agreement.
5. Furthermore, Soofos is entitled to terminate an Agreement in which it is a party, in whole or in part, if circumstances occur of such a nature that performance of the Agreement is impossible or its unchanged maintenance cannot reasonably be expected of it. This is the case, inter alia, in the event of an Agreement providing for an online service to which lifetime access has been granted and Soofos is at some point no longer able to provide the online service due to unforeseen or otherwise unforeseen circumstances, for example when it ceases its business operations.
6. The counterparty of Soofos never claims any form of compensation in connection with the suspension or termination right exercised by Soofos under this Article.
7. If the grounds for suspension or termination of an Agreement in which Soofos is a party can be attributed to the counterparty in that Agreement (which need not always be the case in the event of paragraph 4), Soofos claims compensation for the damage suffered by Soofos as a result.
8. If Soofos terminates an Agreement in which it is a party on the basis of this Article, any claims it still has against the counterparty become immediately due and payable.

Article 7 – Changes to These General Terms and Conditions

Soofos is entitled to change these general terms and conditions. In such a case, the other party that has agreed to the applicability of the general terms and conditions will be notified thereof, whereby the amended general terms and conditions will be provided to it and after which they will apply two months after publication. If there is an agreement for which the specific term has not yet expired, the amended general terms and conditions will not apply until after the specific term has expired.

Article 8 – Applicable Law and Dispute Resolution

1. Exclusive application of Dutch law shall apply to every Agreement to which these General Terms and Conditions are applicable, as well as to all legal relationships arising therefrom between the parties to such Agreement.
2. Before invoking the jurisdiction of a court or a dispute resolution committee, the parties referred to in the preceding paragraph are obliged to make every reasonable effort to resolve the dispute through mutual consultation.
3. Disputes between a Consumer and Soofos regarding the conclusion or execution of Agreements concerning Products and Services supplied or delivered by Soofos may, subject to the provisions set forth below, be submitted by either the Consumer or Soofos to the Dispute Resolution Committee, Postbus 90600, 2509 LP in The Hague (www.sgc.nl).
4. A dispute shall only be accepted for processing by the Dispute Resolution Committee referred to in the preceding paragraph if the Consumer has first submitted his complaint to Soofos within a reasonable time. The dispute must be submitted in Writing to the Dispute Resolution Committee no later than twelve months after the dispute has arisen.
5. When the Consumer wishes to submit a dispute to the Dispute Resolution Committee as referred to in paragraphs 3 and 4, Soofos is bound by this choice. When Soofos wishes to do so, the Consumer must declare in Writing whether he also wishes to do so or whether he wishes to have the dispute handled by the competent court, within five weeks following a written request to that effect by Soofos. If Soofos does not receive the Consumer’s choice within the five-week period, Soofos is entitled to submit the dispute to the competent court.
6. The Dispute Resolution Committee as referred to in the preceding paragraphs shall render a decision under the conditions established in the regulations of the Dispute Resolution Committee (https://www.degeschillencommissie.nl/over-ons/commissies/particuliere-onderwijsinstellingen/). The decisions of the Dispute Resolution Committee are made by way of binding advice.
7. The Dispute Resolution Committee as referred to in the preceding paragraphs shall not process a dispute or shall suspend the processing thereof if Soofos has been granted a stay of payment, has been declared bankrupt, or has factually terminated its business activities, before a dispute has been processed by the committee at the hearing and a final decision has been rendered.
8. If, in addition to the Dispute Resolution Committee, another recognized dispute resolution committee affiliated with the Foundation for Dispute Resolution Committees for Consumer Disputes (SGC) or the Financial Services Ombudsman (Kifid) is competent, the Dispute Resolution Committee of the Foundation Webshop Quality Mark is preferably competent for disputes concerning primarily the method of distance selling or service provision. For all other disputes, the other recognized dispute resolution committee affiliated with SGC or Kifid.
9. Only the competent court within the district of the Court of Gelderland is designated as the court of first instance to take cognizance of any judicial disputes in the context of Agreements in which Soofos is a party, without prejudice to Soofos’s right to designate another court competent according to law. A private counterparty of Soofos, namely a Consumer, is, however, entitled to choose the court competent according to law within one month after Soofos has announced in Writing that it intends to proceed before the court designated by it.

Chapter 2 – Provisions for customers of (online) services and products

Article 9 – Additional Definitions

In this chapter of these general terms and conditions, in addition to the provisions of Article 1, the following terms, always starting with a capital letter, are used in the following meaning.

1. Customer: any natural or legal person who has concluded or intends to conclude an Agreement.
2. Consumer: a Customer, natural person, not acting in the exercise of a profession or business.
3. Agreement: an agreement between a Customer and Provider. Agreements include:

1. 1. the user agreement between the Customer and Soofos in the context of which Soofos has committed to use the Platform by means of login details;
   2. an Agreement, other than referred to under a), that is concluded through the Platform between the Customer and a Provider, regarding the delivery of Services or Products by the Provider.

4. Subscription: an Agreement as referred to in paragraph 3(a) that has been entered into for a specific term and within the framework of which the Student(s) gain access to a wide range of Services offered through the Platform.
5. Lifelong Access: Lifelong Access is defined as: a one-time license or purchase whereby Soofos grants the Customer personal and non-transferable access to one or more digital products, courses or services without a specific end date. Lifelong Access does not indicate an absolute duration of the life of the user or the company, but means that access continues as long as the Platform and the relevant course(s) are offered and maintained by Soofos or the instructor. If a course or service is removed or terminated by Soofos or the provider, access will expire without the right to a refund or compensation.
6. Access arrangement: an arrangement offered by Soofos through which Customers gain access to (parts of) the Offer on the Platform, for a specific or indefinite period. This includes, but is not limited to, (trial) subscriptions, Soofos Business, Soofos Plus and Lifelong Access.
7. Student: anyone, whether or not also a Customer, who, on the basis of an Agreement as referred to in paragraph 3(a) (or a Subscription), is entitled to use the functionalities and/or Services offered on the Platform in the context of that Agreement.
8. Provider: a natural or legal person who offers and sells Services or Products through the Platform at its own expense and risk, which may also include Soofos itself.
9. External Provider: a Provider, other than Soofos.
10. Services: the (online) services provided by a Provider in the context of an Agreement, which may include, but are not limited to, (online) courses, workshops, training, master classes, practical sessions, guidance, question times and events, as well as the functionalities of the Platform offered by Soofos on the basis of the Agreement as referred to in paragraph 3(a), without a supplementary Agreement being concluded for this.
11. Products: the goods (material objects susceptible to human control) or digital content to be delivered by the relevant Provider to the Customer in the context of an Agreement. Content provided through the Platform as part of a Service is not considered a ‘Product’.
12. Offer: any offer from a Provider regarding Services or Products addressed to Customers through the Platform.

Article 10 – Offer and Conclusion of Agreements

1. Every Offer is without obligation. Soofos can revoke the Offer immediately, or at least as soon as possible after its acceptance by the Customer. If in such a case payment has already been made by the Customer, Soofos will immediately, or at least as soon as possible, arrange for reimbursement.
2. The Customer cannot derive any rights from an Offer that contains an obvious error or mistake.
3. If an Offer has a limited period of validity or is subject to conditions, this will be expressly stated in the Offer.
4. The Offer contains a complete and accurate description of the Products and/or Services offered. The description is sufficiently detailed to enable a proper assessment of the Offer by the Customer. When images are used, they are a true representation of the Products and/or Services offered.
5. Each Offer contains such information that it is clear to the Customer what the rights and obligations are associated with acceptance of the Offer.
6. Every Agreement is concluded, without prejudice to the provisions of paragraph 1, when the Customer has accepted the Offer in the manner indicated. Soofos will then confirm the conclusion of the Agreement to the Customer by e-mail, without prejudice to the provisions of paragraph 1.
7. If the Agreement is concluded electronically, Soofos will take appropriate technical and organizational measures to secure the electronic transfer of data and ensure a secure web environment. If the Customer can pay electronically, Soofos will take appropriate security measures.
8. Soofos can, within legal frameworks, inquire whether the Customer can meet its payment obligations, as well as all those facts and factors that are important for a responsible conclusion of the Agreement. If, based on this investigation, Soofos has good reasons not to conclude the Agreement, it is entitled to refuse an order or request with reasons or to attach special conditions to the execution.
9. Soofos will send the following information to the Customer at the latest upon delivery of the Product or Service, in writing or in such a way that it can be stored by the Customer in an accessible manner on a durable data carrier:

• • the visiting address of the Provider’s branch where the Customer can go with complaints;
  • the conditions under which and the manner in which the Customer can exercise the right of withdrawal, or a clear statement regarding the exclusion of the right of withdrawal;
  • the information about warranties and existing after-sales service;
  • the price including all taxes of the Product or Service;
  • where applicable, the costs of delivery; and the method of payment, delivery or execution of the Agreement;
  • the requirements for termination of the Agreement if the Agreement has a duration of more than one year or is of indefinite duration;
  • if the Consumer has a right of withdrawal, the model form for withdrawal.

10. In the case of a duration transaction, the provision in the previous paragraph only applies to the first delivery.

Article 11 – Access period

1. If the online Service entails ‘lifelong access’, this means as long as the Service is available on the Platform and as long as the Platform is available to the Consumer.
2. If the User does not use the platform, that means, does not log in in a period of 24 consecutive months as defined in Art. 6.2, access can be denied.
3. Online courses are accessible for at least twelve months after the Agreement has been concluded. If the Service concerns an online training course, it will be accessible for at least six months after conclusion of the Agreement.

Article 12 – Right of Withdrawal for Consumers

1. The provisions in this article apply exclusively to Agreements entered into with Consumers and in the context of which the Consumer is obligated to make a payment.
2. Subject to the provisions in the remainder of this article and in particular the provisions in the following paragraph, the Consumer may withdraw from the Agreement within 14 days without giving reasons. In the event that the Agreement provides for the provision of Services, this reflection period commences on the day on which the Agreement was concluded. In the event of the delivery of physical Products, the reflection period commences on the day that the Products were received by or on behalf of the Consumer.
3. The Consumer has no right of withdrawal in the event of:

1. 1. the delivery of digital Products (for example e-books), provided that:

• • • the delivery has begun with the express prior consent of the Consumer; and
    • the Consumer has thereby declared to waive his right of withdrawal once the digital Product has been delivered.

The confirmation of the Agreement sent to the Consumer also contains a confirmation of the express prior request and the declaration of the Consumer as referred to above.

1. 2. the delivery of Products that are not suitable for return for reasons of health protection or hygiene and whose seal has been broken after delivery;
   3. the delivery of Products manufactured according to the specifications of the Consumer, which are not prefabricated and which are manufactured based on an individual choice or decision of the Consumer, or which are clearly intended for a specific person;
   4. the delivery of Products that perish quickly or that have a limited shelf life;
   5. the delivery of audio and video recordings and computer software whose seal has been broken after delivery;
   6. the delivery of newspapers, magazines or periodicals, with the exception of an Agreement for the regular delivery of such publications;
   7. the delivery of Products or Services with respect to which the right of withdrawal is otherwise excluded or does not apply in accordance with Section 6.5.2B of the Civil Code. These latter grounds are not relevant for the usual and current Offer on the Platform, but if such grounds apply in future cases, the relevant exclusion ground will be explicitly stated in the Offer regarding the relevant Product or Service;
   8. an Agreement that provides for the provision of Services, after performance of the Agreement within the reflection period, provided that:

• • • the performance has begun with the express prior consent of the Consumer; and
    • the Consumer has declared to waive his right of withdrawal once the Provider has performed the Agreement.

This is in any case the case with an online Service with respect to which the full content is immediately accessible to the Consumer upon conclusion of the Agreement. Subject to the conditions stated above, there is therefore no right of withdrawal applicable in such cases.

4. Performance within the 14-day reflection period of an Agreement that provides for the provision of Services takes place only at the express request of the Consumer, even if the Services (during the reflection period) are offered in phases.
5. In exercising the right of withdrawal after a request in accordance with the previous paragraph, the Consumer owes Soofos an amount that is proportional to that part of the Agreement that has been performed by Soofos at the time of exercising the right of withdrawal.
6. The Consumer may withdraw from the Agreement by submitting a request to Soofos by e-mail or by using the model withdrawal form offered by Soofos. As soon as possible after Soofos has been notified of the Consumer’s intention to withdraw from the Agreement and if the conditions of this article have been met, Soofos will confirm the withdrawal of the Agreement by e-mail to the Consumer.
7. In the event of delivered physical Products, the Consumer must handle the relevant Products and their packaging carefully during the reflection period. The Consumer may handle and inspect the Products to be returned only to the extent necessary to assess the nature and characteristics of the Products. The starting point here is that the Consumer may only handle and inspect the Products as he would be allowed to do in a physical store.
8. Delivered physical Products must be returned by the Consumer undamaged, with all delivered accessories and in the original condition and packaging to the return address indicated by Soofos (of Soofos or the External Provider).
9. The Consumer is liable for any diminution in value of returned physical Products that is the result of a manner of handling the Products that goes beyond what is permitted in accordance with paragraph 7. Soofos is entitled – with or without consultation with the External Provider – to charge this diminution in value to the Consumer, with or without offsetting it against any payment already received from the Consumer.
10. Return delivery of physical Products must take place within 14 days after the Consumer has withdrawn from the Agreement in accordance with the provisions of paragraph 6.
11. The costs of returning physical Products are for the account of the Consumer.
12. Soofos will refund any payment already received from the Consumer, minus any possible diminution in value and any proportional amount as referred to in paragraph 5, as soon as possible, but no later than within 14 days after withdrawal from the Agreement, provided that the physical Products to be returned have been received back by Soofos or the External Provider, or that the Consumer has demonstrated that the Products have actually been sent back.
13. If the right of withdrawal is exercised only with respect to part of an order of Products, any shipping costs initially paid by the Consumer are not eligible for refund or forgiveness. Soofos is also not obliged to refund the additional costs if the Consumer, when placing the order, explicitly chose a method other than the least costly method of standard delivery offered by the Provider.

Article 13 – Cancellation Other than Pursuant to Article 12

1. If the Customer decides to prematurely cancel an Agreement other than on the basis of the provisions of Article 12, he remains liable for the full agreed price. Soofos is entitled, but not obliged, to deviate from the above in individual cases to the Customer’s advantage.
2. Not using the Service or the Product, without the cause being attributable to the Provider, is not a ground for any refund, remission or other compensation.

Article 14 – Duration And Termination Of Subscriptions

1. A Subscription is entered into for the expressly and In Writing agreed fixed duration of, for example, one, three, twelve or 24 months, unless expressly agreed otherwise.
2. A Subscription with a fixed duration shall always be tacitly extended upon expiry of the agreed fixed duration for a further period equal to the originally agreed fixed duration, unless the Subscription is terminated in due time in accordance with the provisions of the next subsection. Furthermore, if the Customer is a Consumer, the tacitly extended Subscription may always be terminated no later than on the last day of the relevant calendar month; the Subscription shall then end on the last day of that calendar month.
3. A Subscription shall terminate by termination under the Account, or in the event that the Subscription was concluded via the AppStore or Google Play, via the AppStore or Google Play respectively, but not earlier than after the fixed duration has expired. Termination of a Subscription entered into with a Consumer must be effected no later than on the last day of the relevant calendar month; the Subscription shall then end on the last day of that calendar month. Termination of Subscriptions entered into with non-Consumers shall be subject to a notice period of one month. In the event that termination is not effected in due time, the Subscription shall end on the next possible end date.
4. Soofos is always entitled to modify the agreed price of a Subscription. Soofos shall notify the Customer of any price increase no later than two months before the price modification takes effect. The price modification shall not take effect earlier than after the fixed duration has expired and thus tacit extension has taken place.
5. If Soofos offers a service, product or licence without a predetermined end date (such as Lifetime Access or access of indefinite duration), such access shall remain valid for as long as the relevant service, course or Platform is available. Soofos may terminate access if continuation cannot reasonably be expected of it, including technical, organizational or commercial termination of the Platform. Such termination does not entitle the Customer to restitution or damages, unless mandatory law provides otherwise.
6. Access without an end date is strictly personal and non-transferable. Failure to use the service for an uninterrupted period of twenty-four (24) months may lead to blocking or deletion of the account in accordance with the provisions of Article 6.2 regarding Suspension and Termination.

Article 15 – Relationship with External Providers

Soofos is not involved in the Offer of and Agreements between the Customer and External Providers other than as an intermediary and in taking care of the financial and administrative settlement. If it concerns an online Service that is provided directly through the Platform, Soofos also provides the technical facilities necessary for the provision of the Service. Although Soofos makes every effort to check the Services or Products of External Providers as much as possible before they are offered on the Platform, this is not possible for all Services and Products, especially when it concerns ‘live events’ provided by an External Provider. In all cases – without prejudice to the best efforts obligation of Soofos as referred to above – the relevant External Provider is responsible and liable for the Offer and the (quality of the) Services or Products. Soofos is practically unable to always ensure whether the data from External Providers as published on the Platform is unlawful, incorrect or misleading. Soofos therefore accepts no liability in this regard. The External Providers are responsible and liable for the correct and complete information regarding the Services and/or Products they offer. The Offer is displayed on the Platform as accurately and truthfully as possible in accordance with the information provided to Soofos by the relevant External Provider, including any images.

Article 16 – Prices, Costs and Payments

1. Before the Agreement is concluded, the price of the Service or Product is stated, including VAT and any additional costs, such as delivery costs.
2. In the event of advance payment, the Provider is not obliged to execute the Agreement until after the Customer has fully fulfilled his payment obligations.
3. Payments must be made in the manner indicated on the Platform, at the time indicated on the Platform or within the time specified by Soofos. term.
4. If payment by direct debit has been agreed, the authorization for direct debit is revoked or in the event that a payment is reversed, payment must still be made by transfer, within the period stated by Soofos on the relevant invoice.
5. The Customer is always obliged to pay without recourse to suspension or settlement, except to the extent that the law prevents this for the benefit of the Consumer.
6. If timely payment is not made, the Customer’s default will commence by operation of law. From the day this default occurs, the Customer owes interest of 2% per month on the outstanding amount, whereby part of a month is regarded as a full month. Notwithstanding the previous sentence, instead of the contractual interest referred to there, the statutory interest applies if the Customer is a Consumer.
7. All reasonable costs, both judicial, extrajudicial and enforcement costs, incurred to obtain amounts owed by the Customer will be borne by the Customer.

Article 17 – Delivery of Products

1. The delivery of physical Products takes place by delivery to the delivery address specified by the Customer.
2. The delivery of digital Products takes place under the Customer’s Account or in another suitable manner.
3. Orders for physical Products can be delivered in parts. In that case, the Consumer’s reflection period as referred to in Article 12, insofar as applicable, only commences at the moment that the last partial delivery from the order has been received by or on behalf of the Consumer.
4. If the agreed delivery period is exceeded, the Customer is never entitled to refuse to receive or accept ordered physical Products and/or to pay the amount owed by him to Soofos under the Agreement.
5. The risk of loss and damage to the Products passes to the addressee at the time the Products are received by the addressee.
6. Any warranty provided by the Provider does not affect the mandatory legal rights and claims that Consumers can assert against the Provider in the context of a consumer purchase (non-conformity).
7. Any applicable warranty (which also includes a claim based on non-conformity) in any case lapses if a defect in the delivered Product is the result of an external cause after delivery or another circumstance not attributable to the Provider. This includes, but is not limited to, defects arising after delivery as a result of damage, natural wear and tear, incorrect or improper treatment, incorrect or improper use, use contrary to the instructions for use or other instructions from or on behalf of the Provider and the making of changes to the delivered goods, including repairs that have not been carried out with the prior Written consent of the Provider.

Article 18 – Admission Tickets and Codes

1. If Soofos provides an admission ticket or access code, access to the (online) Service is granted on the basis of that ticket or code. Each admission ticket or access code is issued to the Customer once and entitles one person to access the Service. That person must show the ticket or provide the code when registering or entering. If the necessary information on the admission ticket or access code cannot be provided or shown because of a circumstance attributable to the Customer, for example because a printed admission ticket is damaged or has been printed unclearly, the Provider is entitled to refuse access to the Service without being obliged to refund the price paid or provide any other compensation.
2. The Provider is not liable for the consequences of unauthorized access to the Service by the holder who is first to show a valid admission ticket or provide a valid access code when registering or entering. The Provider may assume that the holder of a valid admission ticket or access code is also entitled to it. The rightful owner of the admission ticket or code must ensure that they become and remain the holder of the ticket or code provided by Soofos.
3. In the event of an event on location, the Customer must adhere to the house rules of the event location. These house rules may change from time to time. The most recently communicated version of the house rules forms an integral part of the Agreement.
4. In the event of an event on location, the Customer is obliged to strictly follow all reasonable instructions given by the staff present.
5. In the event of an event on location, the Provider is entitled to deny the Customer access to the event location or have the Customer removed if the Customer’s conduct gives reasonable grounds to do so, for example in the event of a breach of the house rules referred to in paragraph 3.

Article 19 – Digital Live Meetings/Workshops

1. The provisions of this article apply to Services regarding digital live meetings, also referred to as workshops.
2. Access to the live meetings is based on an admission ticket or access code provided by Soofos, to which the provisions of the previous article apply.
3. A recording (hereinafter: ‘replay’) of the live meeting may be offered, allowing you to follow the live meeting even after it has ended. In addition, the replay can be resold to third parties or used to promote the Platform or future live meetings.
4. Participants in the workshop who are present live and leave their camera on or respond are expected to tacitly agree to the fact that they are part of the replay.
5. The availability or non-availability of a replay has no influence on the live meeting. Furthermore, if due to circumstances the replay is not available, but the live meeting has taken place, this does not give the right to any refund or other compensation.
6. If a live meeting does not take place due to a circumstance not attributable to the Customer, the Customer is entitled to a refund of the payment he has made.
7. If a live meeting lasts longer than any agreed end time, the Customer is not entitled to any refund or other compensation.

Article 20 – Complaint Policy

1. Since Soofos is not liable for the Offer, the execution of the Agreement by External Providers, and the circumstance that the Products or Services of External Providers correspond to the Agreement, the Customer shall therefore address any complaints regarding this directly, and thus without the intervention of Soofos, to the External Provider, unless Soofos explicitly states that it can act as an intermediary in this regard. Unless Soofos explicitly states that it can act as an intermediary in this regard, Soofos cannot be involved in disputes between the Customer and External Providers. In any case, Soofos accepts no liability whatsoever in this regard.
2. The provisions of the preceding paragraph do not apply if an online Service of an External Provider is concerned that is provided via the Platform and the complaint relates to the technical aspects for which Soofos is reasonably responsible.
3. Without prejudice to the provisions of the following paragraph, the Customer shall address complaints regarding the execution of Agreements in which Soofos acts as Provider and complaints relating to the provisions of the preceding paragraph, In Writing and fully and clearly described to Soofos within seven days after the Customer has discovered the grounds that gave rise to the complaint.
4. A Consumer may no longer invoke that what was delivered in the context of a consumer sale does not correspond to the Agreement, if no complaint has been lodged with the Provider regarding the defect by the Consumer within two months after discovery of the defect.
5. Complaints submitted to Soofos regarding the execution of Agreements in which Soofos acts as Provider or complaints relating to the provisions of paragraph 3, shall be answered within a period of seven days after receipt thereof. If a complaint requires a longer processing time, an acknowledgment of receipt and an indication of when the Customer can expect a more extensive answer will be provided within the seven-day period.
6. If a complaint regarding the execution of Agreements in which Soofos acts as Provider or complaints relating to the provisions of paragraph 3, cannot be resolved through mutual consultation between the Consumer and Soofos, the Consumer may submit the dispute to the dispute committee via the ODR platform (ec.europa.eu/consumers/odr/). A complaint regarding Soofos may also be submitted via a complaint form on the consumer page of the website of Stichting Webshop Keurmerk (http://keurmerk.info/Home/MisbruikOfKlacht) The complaint will then be sent to both Soofos and Stichting Webshop Keurmerk.

Article 21 – User Conditions Platform

1. Every Student possesses personal login credentials for access to the Platform. Login credentials must be kept strictly confidential and may not be shared with third parties within or outside the household or the Student’s organization. If multiple users within an organization gain access, this must be explicitly agreed upon in Writing with Soofos.
2. Soofos grants the Student a non-exclusive, non-transferable, and non-sublicensable right of use regarding the Platform and the images, texts, videos, and other content displayed thereon. This right of use expires upon the termination of the relevant Agreement.
3. The right of use referred to in the preceding paragraph is not transferable. It is not permitted to sell, rent, grant a sublicense to, or otherwise make available to a third party, in any manner or for any purpose, the right of use.
4. All actions performed under an Account made available by Soofos within the framework of an Agreement are attributed to the Customer.
5. The Student may only use the right of use referred to in paragraph 2 for personal (professional) use. It is not permitted to use the content made available via the Platform for purposes other than those for which it was made available to the Student. Use of the content is only permitted by means of and in accordance with the offered and normal functionalities of the Platform or the Service. In particular, downloading, distributing, copying, selling, and licensing the aforementioned content is strictly prohibited.
6. The Student warrants that any instructions provided by Soofos in connection with the use of the Platform are followed.
7. It is not permitted to use the Platform for illegal or otherwise unauthorized purposes. Use of the Platform must be conducted in compliance with all laws, regulations, and rules imposed by the government applicable to the use of the Platform. In particular, the Student is bound by applicable legislation concerning intellectual property.
8. If the Student places content (including messages, images, videos, etc.) on the Platform, the Student warrants that this does not infringe upon the intellectual property rights or privacy rights of third parties and indemnifies Soofos, both in and out of court, from all consequences arising from the use, disclosure, and distribution thereof.
9. The content that the Student possibly places on the Platform or the communication that he possibly conducts via the Platform with other users of the Platform must not relate to illegal behavior, the manufacture or use of weapons, the promotion of hate speech, intentional deception, fraud, humiliation, or harm to a person or entity, or other conduct deemed offensive or inappropriate by Soofos’s reasonable judgment.
10. It is not permitted to obstruct or disrupt the Platform or the servers or networks used by Soofos for the operation of the Platform, for example by sending worms, viruses, spyware, malware, or other destructive or disruptive codes.
11. The Student warrants that he refrains from unauthorized use of the Platform (including the content on the Platform, thus also included) and will conduct himself and behave in accordance with what may be expected from a proper user of the Platform by Soofos. In particular, it is not permitted:

• (to) obtain access to the content on the Platform for which the relevant person is not authorized;
• to use the Platform in such a manner that its proper functioning is prevented, or that this causes damage or hindrance to other users of the Platform;
• to share login credentials for access to the Platform (within or outside the household or the Student’s organization) with third parties.

Chapter 3 – Provisions for External Providers

Article 22 – Supplementary Definitions

In this chapter of these general terms and conditions, in addition to the provisions set forth in Article 1, the following terms, always capitalized, are used with the following meanings.

1. External Provider: any natural or legal person with whom Soofos has concluded or intends to conclude an Agreement and who, via the Platform, offers and provides and/or sells and delivers Services or Products for its own account and risk.
2. Parties: Soofos and the External Provider jointly.
3. Agreement: the agreement concluded between the Parties in the context of which the External Provider uses the Platform for an indefinite period and can offer and provide and/or sell Services and Products thereon for its own account and risk.
4. Transaction: any agreement between the External Provider and a Customer that is concluded via the Platform and thus through the intermediary of Soofos and provides for the delivery by the External Provider of Services and/or one or more Products to the respective Customer.
5. Offer: the offer directed at Customers via the Platform by the External Provider concerning Services or Products.
6. Services: the (online) services offered by the External Provider on the Platform in the context of a Transaction or otherwise, such as an (online) course, workshop, training programme, masterclass, practical session, Q&A session, or event. The Services do not necessarily have to be made available to a Customer in the context of a Transaction; this may also take place on the basis of a subscription between the Customer and Soofos.
7. Products: the items (material objects susceptible to human control) or digital content to be delivered by the External Provider to a Customer in the context of a Transaction. Content delivered via the Platform as part of a Service is not considered a ‘Product’.
8. Customer: any natural or legal person who concludes or intends to conclude a Transaction via the Platform or otherwise uses the Services via the Platform.
9. Consumer: a Customer, a natural person, not acting in the exercise of a profession or business.
10. Account: the part of the Platform exclusively accessible to the External Provider via his login credentials.
11. Service: the performances to which Soofos commits itself towards the External Provider in the context of the operation of the Platform, including, but not limited to, the publication of the Offer of the External Provider, facilitating the conclusion of Transactions, forwarding orders or registrations to the External Provider, facilitating the technical facilities for the possible delivery of the Services directly via the Platform, as well as the payment of the remuneration due to the External Provider for provided Services or Products, after deduction of the commission due to Soofos.

Article 23 – Offer And Conclusion Of Agreements

1. Any Offer from Soofos (including its offer to register on the Platform as an External Provider and quotes included therein) is non-binding, even if it is indicated that the Offer is valid for a certain period. Soofos may revoke its Offer immediately, or at the earliest possible time after acceptance thereof by the External Provider.
2. The External Provider may not derive any rights from an Offer from Soofos that contains an obvious error or mistake. The External Provider may furthermore not derive any rights from an Offer from Soofos that is based on incorrect or incomplete information provided by the External Provider.
3. Any Agreement is concluded, without prejudice to the provisions of paragraph 1, at the moment that the Offer from Soofos, in the manner designated by Soofos for this purpose, is accepted by the External Provider, for example by registering on the Platform in the manner designated for this purpose. If the acceptance by the External Provider deviates from the Offer from Soofos, the Agreement is not concluded in accordance with such deviating acceptance, unless Soofos indicates otherwise.

Article 24 – Content Of The Agreement

1. The Platform offers Customers the possibility to order Services or Products from the External Provider. The External Provider is independently responsible for placing the Offer using the login credentials received from Soofos for that purpose. Only Services and Products that meet the conditions explicitly made known by Soofos will be published on the Platform. Any training programmes offered by the External Provider must, compared to his offering of training programmes via other channels, be distinctive in either design, content, duration, or guidance.
2. The placing of Services or Products must be carried out in the manner designated for that purpose under the Account. Soofos is entitled to verify whether the Offer meets the conditions set by Soofos; in the absence thereof, Soofos is entitled to reject or remove the Offer.
3. In the context of the Service, Soofos concludes agreements (Transactions) with Customers on behalf of the External Provider. Furthermore, Customers may, in the context of an Access Arrangement concluded with Soofos, make use of the Offer of the External Provider. In both cases, the External Provider acquires a right to compensation in accordance with the provisions of these general terms and conditions and any additional agreements with Soofos.
4. Unless the Services are online services in the context of which no further effort on the part of the External Provider is required, the External Provider shall, without further intervention by Soofos, ensure the delivery of the Services or ordered Products. Payment by Customers for the Services or Products is made to Soofos, after which the External Provider has a claim against Soofos for the payment of the remuneration explicitly and In Writing agreed upon.
5. Upon the conclusion of the Agreement, the External Provider accepts the applicability of Chapter II of these general terms and conditions. The External Provider complies with the rights and obligations of the External Provider and Customers stated therein. With regard to the Offer and Transactions, Soofos is not involved beyond executing the Service. The External Provider is responsible and liable for the Offer and the (quality of the) Services and/or Products. The External Provider cannot declare its own general terms and conditions applicable via the Offer. The External Provider and Customers may invoke the provisions of these general terms and conditions against each other.
6. The External Provider is solely permitted to offer Services and Products via the Platform, the trade of which is permitted under applicable legislation and regulations.
7. The External Provider is obliged to describe and present the Offer on the Platform in such a manner that Customers can form a good impression thereof. The External Provider determines the content of the Offer. Soofos is not obliged to verify whether the data originating from the External Provider, as published on the Platform, is unlawful, incorrect, or misleading. The External Provider indemnifies Soofos against all claims by Customers and other third parties in this regard.
8. The obligation to deliver conforming Services or Products rests with the External Provider, except insofar as Soofos has influence thereon in the context of an online Service to be followed on the Platform. For shortcomings of the External Provider regarding the delivery of its Services or Products, Soofos bears no liability whatsoever. The External Provider indemnifies Soofos against all claims by third parties related to the aforementioned shortcomings of the External Provider.
9. A Customer concludes a Transaction by placing the order for the relevant Product via the Platform or by registering for the relevant Service. If, in this context, further effort on the part of the External Provider is required, the External Provider subsequently receives notification from Soofos as soon as possible, specifying the order or registration of the Customer. Alternatively, the necessary information may also be consulted under the Account.
10. The External Provider is liable to the Customer for the fulfillment of all obligations arising from the Transaction with a Customer. Soofos, without prejudice to the provisions of the remainder of these general terms and conditions, is only involved in Transactions with respect to the provision of the Platform and the associated Service. The External Provider guarantees that it executes Transactions properly and timely. The External Provider guarantees that all Services and Products offered by him on the Platform correspond to the concluded Transactions with Customers, the specifications stated in the Offer, the reasonable requirements of quality and/or usability, and the statutory provisions existing on the date of the conclusion of the Transaction. For shortcomings of the External Provider towards Customers, Soofos bears no liability whatsoever. The External Provider indemnifies Soofos against all claims by Customers in this regard.
11. Soofos may make promotional use of (parts of) the published content and course material (thumbnails, short clips) – insofar as reasonable.

Article 25 – Equal Prices

The Services or Products must not be offered on other channels at a lower price than at which they are offered on the Platform, unless otherwise expressly agreed In Writing. In the event of a breach of the provisions in the preceding sentence, Soofos is entitled to modify the price of the Service or Product on the Platform with immediate effect and permanently on behalf of the External Provider, without prejudice to the other rights of Soofos.

Article 26 – Right of Withdrawal for Consumers in Transactions

1. A Consumer is entitled to the statutory right of withdrawal in the context of Transactions under certain circumstances, which right may be extended by Soofos at its own discretion. To the extent that this is permitted by law in connection with the nature of the Services or Products, Soofos has excluded the right of withdrawal by means of Chapter II of these general terms and conditions.
2. The request to exercise the right of withdrawal is submitted by Consumers to Soofos, whereupon the External Provider – in the event of a Transaction – is notified of the withdrawal and the Customer – in the event of delivered Products – returns the order for that part that has been withdrawn to the External Provider. The amounts to be refunded to Consumers under the right of withdrawal are refunded by Soofos on behalf of the External Provider.
3. In the event of delivered Products, the Consumer is liable to the External Provider for any diminution in value of the Products resulting from handling of the Products beyond what would be permitted in a physical store. If the External Provider has established a diminution in value, the External Provider must notify Soofos thereof by email as soon as possible after receipt of the relevant Product. This diminution in value will be charged to the Consumer by Soofos.
4. For Transactions validly withdrawn by Consumers, the External Provider is not owed any commission by Soofos.

Article 27 – Duration And Termination Of The Agreement

1. The Agreement is entered into for an indefinite period.
2. The Agreement terminates by termination notice via e-mail, subject to a notice period of one month.
3. The termination of the Agreement does not affect the obligations of the External Provider and Soofos in the context of transactions already concluded between the External Provider and Customers.

Article 28 – Prices, Commission and Payments

1. The External Provider is indebted to Soofos, by virtue of Transactions, for the expressly and In Writing agreed commission. This commission is calculated on the Net amount that Soofos receives. The Net amount that Soofos receives is calculated as the amount that Soofos receives after deduction of discounts, promotional allowances, turnover tax and transaction costs.
2. If the Services are ordered via a Transaction that relates exclusively to the course or the Offer of one specific External Provider (such as a separate sale), that External Provider is entitled to 50% of the net amount that Soofos has received for that Transaction, unless otherwise In Writing agreed.
3. If the Services are offered in the context of another Access Arrangement that involves multiple Providers – such as Unlimited Learning, Soofos Plus, bundles, packages or Lifetime Access – all involved External Providers jointly claim 50% of the net income that Soofos has received from that Access Arrangement, after deduction of discounts, turnover tax, transaction costs and any affiliate or promotional allowances. This 50% is distributed by Soofos in a reasonable and proportionate manner among the involved External Providers, whereby the frequency and duration of the use of their Services determine the distribution.
4. Unless the External Provider provides contrary evidence, the determination by Soofos of the allowances due to the External Provider is binding and not subject to discussion.
5. Instructors may receive an additional allowance if a student is referred via their own Promotional Link (same system as the Affiliates). They then receive a bonus allowance of 46% for courses; 20% for training programmes; 46% for Workshops, with a maximum of respectively 96%; 70% and 96%. An allowance may never exceed the value of the Transaction.
6. Payments to the External Provider will take place monthly, with a delay of one month, by means of bank transfer to the IBAN specified by the External Provider under his Account, provided that a basis for payment has arisen for the preceding period and the amount to be paid out exceeds 10 euros.
7. Soofos issues the invoice or statement on behalf of, and for the account of, the External Provider. If the External Provider does not agree with the invoice amount, this must be indicated In Writing within 14 days after the invoice date. After this period of 14 days, the period is closed and the invoice is final. If the External Provider is entitled to charge VAT, the External Provider must indicate this via his Account, together with a valid VAT number. The External Provider is himself responsible for the correct payment of VAT and other taxes.
8. Soofos makes all payments to External Providers in euros, regardless of in which currency the Transaction took place.
9. Soofos reserves at all times the right to set off Soofos’s claims against the External Provider with the future claims of the External Provider against Soofos.
10. If a Customer orders a Service or Product in a country that requires Soofos to pay national, provincial or local sales or consumption taxes, VAT or other similar taxes under applicable law, Soofos will transfer these to the competent tax authorities.
11. Business External Providers established in the Netherlands receive the amount plus 21% VAT provided that a correct VAT number has been specified. If no VAT number has been specified, business External Providers are considered as private External Providers. Business External Providers must declare the VAT themselves in the turnover tax return. The External Provider is himself responsible for the declaration and payment of the (local) taxes and premiums due by him.

Article 29 – Liability and Indemnification

1. The External Provider warrants that he is fully entitled to make the Offer under the name he uses and that he does not thereby infringe the rights of third parties. The External Provider indemnifies Soofos against all claims by third parties in this regard.
2. Soofos is at all times entitled, if it deems there to be justified grounds for doing so, to remove the Offer posted by the External Provider via the Platform, without Soofos being liable in any manner whatsoever to the External Provider or third parties as a result of such removal. Justified grounds include, inter alia, the circumstance that the Offer is in conflict with the law or the usual Offer on the Platform, that the Offer is not delivered properly, that there is doubt regarding the quality of the Service or the Product, or that the Offer no longer conforms to contemporary standards.
3. Soofos does not warrant to the External Provider, nor to what extent, the External Provider generates (additional) income via the Platform. Soofos undertakes solely an obligation of best efforts in this regard.

Article 30 – User Conditions Platform

1. The External Provider possesses personal login credentials for access to the Platform. Login credentials must be kept strictly confidential and may not be shared with third parties within or outside the household or organization of the External Provider.
2. Soofos grants the External Provider a non-exclusive, non-transferable and non-sublicensable right of use with respect to the Platform. This right of use expires upon the termination of the Agreement.
3. The right of use as referred to in the preceding paragraph is not transferable. It is not permitted to sell, rent, grant a sublicense to, or in any other manner or for any purpose whatsoever make the right of use available to a third party.
4. All actions performed under the Account are attributed to the External Provider.
5. The External Provider may only use the right of use as referred to in paragraph 2 for personal (professional) use. It is not permitted to use the content made available via the Platform for purposes other than those for which it has been made available to the External Provider. Use of the content is only permitted by means of and in accordance with the offered and normal functionalities of the Platform. Among other things, downloading, distributing, copying, selling and licensing the aforementioned content is strictly prohibited.
6. The External Provider warrants that any instructions given by Soofos in connection with the use of the Platform will be followed.
7. It is not permitted to use the Platform for illegal or otherwise unauthorized purposes. Use of the Platform must be made in compliance with all laws, rules and regulations imposed by the government applicable to the use of the Platform. In particular, the External Provider is bound by the applicable legislation concerning intellectual property.
8. It is not permitted to obstruct or disrupt the Platform or the servers or networks which Soofos uses for the operation of the Platform, for example by sending worms, viruses, spyware, malware or other destructive or disruptive codes.
9. The External Provider warrants that he refrains from unauthorized use of the Platform (including the content on the Platform thus also included) and will conduct and behave in accordance with what may be expected from Soofos of a proper user of the Platform. In particular, it is not permitted:

• (to) obtain access to the content on the Platform for which the relevant person is not authorized;
• to use the Platform in such a manner that the proper functioning thereof is prevented, or that this causes damage or hindrance to other users of the Platform;
• to share login credentials for access to the Platform (within or outside the household or organization of the External Provider) with third parties.

1. If the External Provider shares feedback or information on how a service on the Platform or the Service could be improved, Soofos has the perpetual and unlimited right to use this information, unless expressly agreed otherwise In Writing.

Article 31 – Miscellaneous

1. The External Provider guarantees that all content and other data provided by him to Soofos (whether or not via his Account) in the execution of the Agreement, which are protected under the Copyright Act or any other intellectual property right, do not infringe upon the intellectual property rights of third parties and indemnifies Soofos, in and out of court, from all consequences arising from the use, disclosure, and distribution thereof within the framework of the Agreement.
2. The External Provider or his licensor remains the owner of the content provided by the External Provider for placement on the Platform, or at least Soofos shall never claim ownership thereof.
3. The External Provider must be responsive and provide a reasonable level of service to Customers.
4. The Services and Products must not be related to illegal conduct, the manufacture or use of weapons, the promotion of hate speech, intentional deception, fraud, humiliation, or harm to a person or entity, or other conduct deemed offensive or inappropriate by Soofos’s reasonable judgment.
5. Soofos may use content placed by the External Provider in the promotion of both Soofos and the respective Service or Product. This may, for example, consist of Soofos using the content in advertising or general promotion. The External Provider also grants Soofos permission to offer the content via the Soofos application.
6. Soofos reserves the right not to place an Offer or to remove the Offer from the Platform if, in Soofos’s opinion, it does not meet Soofos’s quality requirements. The External Provider will be notified of this and is first given the opportunity to adjust the Offer to Soofos’s quality requirements.
7. If the Service concerns an online course, it must be available to Customers for a minimum of twelve months. If the Service concerns an online training programme, it must be available to Customers for a minimum of six months. If the External Provider submits a request for removal of the course or training programme, the content remains available to Customers who have already enrolled in the course or training programme for a period of twelve or six months, respectively. During this period, the course or training programme can no longer be purchased by new Customers.
8. The use on the Platform of referral links, affiliate links, or other links through which money is earned is not permitted without prior express and In Writing consent from Soofos.
9. Promotional links to the External Provider’s own Services, through which additional turnover for the External Provider is measured as described in Article 28.2, are not permitted on the Platform. If the External Provider uses such links on the Platform, Soofos has the right to reject all Customers referred to by the External Provider as being promotional material for the External Provider, unless expressly and In Writing agreed otherwise.

Chapter 4 – Provisions for Affiliates

Article 32 – Supplementary Definitions

In this chapter of these general terms and conditions, in addition to the provisions of Article 1, the following terms, always capitalized, are used with the following meanings.

1. Affiliate: any natural or legal person with whom Soofos has concluded or intends to conclude an Affiliate Agreement.
2. Affiliate Agreement: the agreement concluded between Soofos and the Affiliate under which the Affiliate promotes services and/or products on the Platform.
3. Affiliate Website: any website managed by the Affiliate on which Link(s) refer to specific page(s) on the Platform and the services or products offered thereon.
4. Account: the part of the Platform, accessible exclusively to the Affiliate by means of his login credentials after the conclusion of the Affiliate Agreement, where the Affiliate can obtain the desired Link(s).
5. Link: any link made available by Soofos under the Account in the context of the Affiliate Agreement, which the Affiliate places and which refers to a specific page on Soofos that the Affiliate is going to promote.

Article 33 – Offer And Conclusion Of The Affiliate Agreement

1. Registration as an Affiliate is effected by completing and submitting the online registration form on the Platform.
2. It is at the discretion of Soofos whether the Affiliate is admitted. Soofos is never obliged to enter into an Affiliate Agreement and may refuse the Affiliate’s participation without stating reasons.
3. The Affiliate Agreement is concluded only at the moment that Soofos has approved the Affiliate’s registration and confirmed this by e-mail. Subsequently, the Affiliate gains access to the Links via his Account.

Article 34 – Duration And Termination Of The Affiliate Agreement And Liability

1. The Affiliate Agreement is entered into for an indefinite period and may be terminated by both Soofos and the Affiliate without prior notice of reasons and with immediate effect.
2. If it appears that the Affiliate has acted in violation of one or more provisions in this chapter of these general terms and conditions, the Affiliate loses all rights arising from the Affiliate Agreement, as well as his claim on any still outstanding commission credits. If, in this context, Soofos also suffers damage, such damage is for the account of the Affiliate.
3. Soofos is not liable for damage resulting from possible (temporary) inaccessibility of the Platform.

Article 35 – Obligations of the Affiliate

1. The Affiliate warrants that the data provided by him is accurate and complete. The Affiliate is solely responsible for placing Links.
2. The Affiliate warrants that the Affiliate website(s) contain high-quality content. Affiliate websites must in any case not have an erotic, violent, discriminatory, pornographic, or otherwise offensive character according to the opinion of Soofos. Furthermore, Affiliate websites must be free from infringement of copyright, trademark, portrait, or other rights of third parties, and Affiliate websites must not contain misleading content.
3. The Affiliate warrants that it complies with anti-spam and Telecommunications legislation/GDPR.
4. Furthermore, Affiliate websites must not promote, advertise, or carry out illegal activities, and Affiliate websites must not contain content that conflicts with or competes with the Platform.
5. Direct sales by the Affiliate, for example on his website, of products or services offered on the Platform are not permitted, with the exception of cases in which the Affiliate offers his own products or services via the Platform.
6. The use of referral links, affiliate links, or other links on the Platform through which money is earned on other platforms or via other parties is not permitted without prior express and In Writing consent from Soofos.
7. Article 31.9 applies mutatis mutandis to the Affiliate Agreement.

Article 36 – Links In E-mails

Inclusion of Links in newsletters or other commercial mailings of the Affiliate is permitted, provided that such mailings are not in conflict with the provisions of the preceding Article. Furthermore, the sending of spam in any form via such mailings is not permitted.

Article 37 – Commission And Payments

1. The Affiliate receives the commission expressly agreed in Writing on sales of Services or Products concluded via a Link. Purchases on which commission is paid must be final; no commission is paid on sales that are withdrawn from, terminated or otherwise cancelled after conclusion.
2. The sales referred to in the previous paragraph are measured using a tracking code. All measurements by Soofos are binding and not open to dispute. Payment is made exclusively on the basis of measurements by Soofos. This is subject to malfunctions, technical errors and sales generated incorrectly, including detected fraud; these do not entitle the Affiliate to compensation.
3. Commission is paid monthly, with a delay of one month, provided that a basis for payment arose in the previous period and the amount to be paid is at least 10 euros.
4. Payment is made by bank or giro transfer, provided that the account is in the eurozone and is held in the Affiliate’s name.

Changelog

V2.1, Valid from 06-11-2025 (Current Version)

• Addition of the term “Access Arrangements”, the manner in which people gain access
• Addition requiring a login at least once every 24 months in order to retain an account
• Clarification regarding ‘lifetime access’
• Clarification regarding distribution of revenue concerning course packages, bundles, and Access Arrangements

V.2.0 Valid from 01-07-2025 to 05-11-2025
-> View the General Terms and Conditions v2.0

• Consolidation of the terms for Students, Affiliates and Instructors into one set of General Terms and Conditions