Terms & Conditions EN

Terms and Conditions for offering services to Professional Sellers

Version 1 dated 1 January 2022.

Article 1 – Definitions

APIs: Open API and Retailer API together.
Articles: all products offered in the Environment.
bol.com: the Dutch private limited liability company bol.com b.v. with its statutory seat at Papendorpseweg 100, 3528 BJ Utrecht. Operating in the Netherlands under VAT number: NL 820471616B01 and listed in the trade register of the Chamber of Commerce of Utrecht under number 32147382. Operating in Belgium under VAT and company number: BE0824148721.
Content: (a part of) the specifications of Articles within the environment, which specifications and Articles may at any time be adjusted by bol.com, consisting of, inter alia, text, images and technical specifications that bol.com makes available for the benefit of the Open API users via the Open API.
Service Provider: the legal person offering services to the Professional Seller(s) and is listed on the Partner Platform for that purpose.
Environment: bol.com, m.bol.com, e.bol.com and any other application designated by bol.com.
Open API: the ‘Application Programming Interface’ which makes the Content and functionalities available to Open API users.
Platform: the environment where third parties can offer their products, falling within product categories designated by bol.com, to Users.
Partner Platform: the information platform of bol.com on which bol.com furnishes information to its Professional Sellers about sales via the Environment. The Partner Platform is available here.
Retailer API: the ‘Application Programming Interface’ for Professional Sellers that can be used by Professional Sellers to support the sales process via bol.com.
Professional Seller(s): any legal entity which has been registered with the Chamber of Commerce in the Netherlands or a trade register in Belgium for at least 10 weeks and which has a VAT number, has created a Sales Account, has consented to the Conditions of Use for Commercial Sales and which bol.com has accepted as a seller.
Sales Account: the account created by a Professional Seller in the Environment.
Terms and Conditions: these Terms and Conditions for offering services to Professional Sellers.

Article 2 – Applicability

These Terms and Conditions apply to every Service Provider authorized by bol.com to offer its services on the Partner Platform to Professional Seller(s). These Terms and Conditions can be found here.
Every Service Provider that wishes to offer its services on the Partner Platform to Professional Sellers accepts the applicability of these Terms and Conditions.

Article 3 – Work method and selection process

The Service Provider offers services specifically to Professional Sellers. Bol.com makes space on the Partner Platform available to the Service Provider so that the latter can offer its services to Professional Sellers. Once the Service Provider has completed the selection process as set out in detail below, bol.com shall include the information provided by the
Service Provider about its services in the Partner Platform.
The Parties are only admitted as Service Providers if they have completed a selection procedure to be determined by bol.com, as announced on https://ecosystem.bol.com, and they have been accepted as Service Providers by bol.com. The selection procedure may vary, depending on the type of services provided by the Service Provider and may be amended by
bol.com from time to time.
The aim of the selection procedure is to establish whether the Service Provider and its services satisfy the criteria for a certain level as determined by bol.com. The Service Provider acknowledges that bol.com has no control over or any influence on the services performed by the Service Provider in any way. Bol.com does not assume any responsibility either for
the services offered by the Service Provider to the Professional Sellers.
By agreeing to these Terms and Conditions, the Service Provider acknowledges that it meets the:
1. Program requirements. The program requirements depend on the type of service offered by the Service Provider to Professional Seller(s). The Terms and Conditions that the Service Provider must satisfy are available from https://developers.bol.com/en/ecosystem/.
2. Security requirements. Whether these requirements apply or not depends on the type of service offered by the Service Provider to Professional Seller(s). The Terms and Conditions that the Service Provider – where applicable – must satisfy can be found here.
At any moment, bol.com can modify the requirements referred to in Article 3.4. If the Service Provider does not satisfy the requirements modified by bol.com within the reasonable term specified by bol.com, bol.com shall be entitled to remove the service(s) offered by the Service Provider from the Partner Platform.
The Service Provider shall provide all the information that bol.com has reasonably requested as soon as possible but no later than within 5 (five) working days.

Article 4 Co-operation between Professional Sellers and Service Provider

The Professional Sellers independently decide whether or not to use the services of the Service Provider. Bol.com has no influence whatsoever on the actual number of customers for the services offered by the Service Provider.
Bol.com does not act as an intermediary between the Service Provider and the Professional Sellers.
The Service Provider acknowledges that if the Professional Seller proceeds to avail itself of the services of the Service Provider, an agreement is being entered into between the Professional Seller and the Service Provider, to which bol.com is not and shall not become a party.
For queries and/or complaints about the Professional Seller, the Service Provider must at all times turn directly to the relevant Professional Seller. The Service Provider acknowledges that he or she is unable to appeal to bol.com in those cases and bol.com shall in no way be accountable for and/or liable to damages.
In no way shallbol.com be obliged to assist the Service Provider in offering its services to Professional Seller(s).
Bol.com does not grant or guarantee exclusivity to the Service Provider in any way.
Bol.com and the Service Provider do not owe each other any compensation for any performance under these Terms and Conditions.

Article 5 – Use of Retailer API and Open API

In offering its services, the Service Provider may use the Open API and/or Retailer API offered by bol.com.
The use of the Open API is subject to the ‘Open API User Conditions’, which the Service Provider must accept in advance so as to be able to use the Open API. The Terms and Conditions can be viewed here.
The use of the Retailer API is subject to the ‘bol.com Retailer API User Conditions’, which the Service Provider must accept in advance so as to be able to use the Retailer API. The Terms and Conditions can be viewed here.
The use of the APIs is entirely at the Service Provider’s risk. Bol.com does not guarantee that the APIs function without interruption and/or are free from defects and/or feature certain functions.
Bol.com is at all times entitled to modify the (functionality of the) APIs, even if this has (adverse) consequences for the provision of services offered by the Service Provider.

Article 6 – Warranties and obligations

Bol.com does not warrant completeness, correctness and timeliness of the information it furnished to the Service Provider, including any information provided on the Partner Platform. It is the Service Provider’s responsibility to interpret the information received from bol.com and to apply it correctly.
The Service Provider declares and warrants that it has the power to consent to and comply with these Terms and Conditions.
The Service Provider warrants that:
1. its services comply with Dutch and Belgian legislation and regulations;
2. the services it offers do not infringe any rights (such as, but not confined to intellectual property rights);
3. the actions of the Service Provider and/or the services of the Service Provider shall not
  harm the reputation and/or the image of bol.com or the Environment;
4. all information provided by the Service Provider is correct and complete.
The Service Provider shall indemnify bol.com against any damage and/or costs (including
claims of third parties against bol.com) as a result of breaching the provisions of this Article.

Article 7 – Liability

The Service Provider shall indemnify bol.com in full against any loss suffered and/or costs incurred of any nature whatsoever resulting from a failure to comply with one or more of obligations pursuant to these Terms and Conditions. Moreover, the Service Provider shall indemnify bol.com against any claims by third parties as a result of providing its services (to
these third parties).
When carrying out its activities pursuant to these Terms and Conditions, the Service Provider undertakes to comply with all applicable (privacy) legislation and regulations in their entirety and to indemnify bol.com against any loss suffered and/or expenses incurred in this respect,
whatsoever their nature.
Unless there is intent and/or gross negligence on the part of bol.com, bol.com shall not in any way be liable for damages and/or costs of whatever nature incurred by the Service Provider in connection with offering the services of the Service Provider on the Partner Platform, the use of the Platform, the Sales Account, the Content and/or Articles, the APIs such as – but not confined to - damage and costs caused by inadequate functioning of the Platform, technical faults, the APIs, incorrect Content Information and so on.
In the event that a competent court of law nullifies all or part of the exclusion of liability provided for in Article 7.3 or declares that it is null and void, the Parties shall already have been deemed to agree now that in such a case bol.com shall only be liable for any direct, demonstrable loss suffered or expenses incurred (excluding any consequential damage or
indirect damage/loss or expenses) and under no circumstances shall such liability for any direct damage/loss or expenses amount to more than €500.00 (in words: five hundred euros) per annum.

Article 8 – Termination

Bol.com is at all times entitled to determine - without stating its reasons - whether the services of the Service Provider qualify for inclusion of (the services of) the Service Provider and the Partner Platform. In addition to this, bol.com is at all times entitled to impose - without stating its reasons - additional demands for placing the Service Provider on the Partner Platform.
Bol.com is at all times at liberty to remove services of the Service Provider from the Partner Platform, without stating its reasons. This could be the case if for example bol.com suspects one or more of the applicable Terms and Conditions are breached, the Service Provider no longer meets the selection criteria, there is fraud or a (potential) security risk, the services of
the Service Provider no longer align with the vision of bol.com, there is a violation of intellectual property rights of bol.com or of third parties, the Service Provider is not accessible (in good time) for bol.com, bol.com believes that the services have the potential of being harmful to the good name of bol.com or that of third parties, or if bol.com wishes to restructure its Partner Platform.
If the Service Provider no longer wishes to offer its services to Professional Sellers via the Partner Platform, the Service Provider shall inform bol.com about this, after which bol.com shall remove the Service Provider from the Partner Platform within a reasonable period but no later than 2 (two) months after having been notified. During this period, the Service Provider shall continue to offer its services and the Partner Platform.

Article 9 – Miscellaneous

The Service Provider hereby gives bol.com permission to publish (a link to) the website and the contact details of the Service Provider on the Partner Platform and to furnish them to Professional Sellers. Bol.com shall also be entitled to contact the Service Provider via these contact details in connection with (commercial) information originating from bol.com.
The Service Provider hereby grants bol.com a non-exclusive, transferable licence to use, reproduce and publish the information obtained from the Service Provider, including its name and logo, all over the world on the Partner Platform and any other media on which bol.com will promote the services of third parties. The Service Provider warrants that it is entitled to provide such licence (now for then where necessary).
The Service Provider shall not be entitled to use names, and/or logos and/or figurative trade marks belonging to bol.com in any way whatsoever without bol.com’s prior written consent. If the Service Provider wishes to use names and/or logos and/or figurative trade marks of bol.com, it shall abide by the brand guidelines as laid down in writing here and seek prior
permission from bol.com. Permission can be sought by sending an email, including the intended expression, to servicePlatform@bol.com.
Bol.com shall at all times be entitled to amend these Terms and Conditions. The amended Terms and Conditions shall come into force the moment that they are sent (by email) to the Service Provider. If the amended Terms and Conditions are not acceptable to the Service Provider, the Service Provider shall be entitled to terminate the collaboration with bol.com, after which bol.com shall remove the services of the Service Provider from the Partner
Platform within a period to be determined by bol.com. Until such time, the old Terms and Conditions shall apply. If the Service Provider does not inform bol.com, it thereby accepts the applicability of the amended Terms and Conditions.
The Parties shall have a duty towards each other to treat in confidence any confidential business matters which come to their knowledge while executing these Terms and Conditions. Each of the Parties shall also remain bound by this obligation following the termination of this collaboration, except in so far as the information concerned has already been publicly disclosed other than as a result of a failure to comply with the aforementioned duty of non-disclosure.
In the event of a discrepancy between the Terms and Conditions in the English language and the Terms and Conditions in the Dutch language, the Terms and Conditions in the Dutch language will prevail.

Article 10 - Applicable law and choice of court

These Terms and Conditions shall be solely governed by and construed in accordance with the law of the Netherlands and any dispute shall be brought before the competent Dutch court of law, the court of Midden-Nederland, location Utrecht.