Terms & Conditions
These Terms and Conditions apply to and form an integral part of any agreement between Safe.Shop and Merchant concerning the use of Safe.Shop’s Trust Marks.
- Agreement: any arrangement or agreement between Safe.Shop and Merchant concerning the use of Safe.Shop’s Trust Marks.
- Application Form: the form on the website of Safe.Shop or one of its Trust Partners which a Merchant may submit to apply for Certification.
- Certification: the (annual) process of certifying a Merchant’s compliance with the applicable requirements, depending on the Level of Certification applied for.
- Certification Fee: the (annual) fee which a Merchant is required to pay for (annual) Certification, corresponding with the Level of Certification applied for by the Merchant.
- Code of Conduct: the Global Ecommerce Code of Conduct as can be found at https://www.safe.shop/uk-en/consumers/the-code-of-conduct.
- Contribution Fee: the (annual) fee a Merchant is required to pay for the right to use the applicable Trust Mark.
- Level of Certification: refers to one of the three levels of Certification a Merchant may apply for. The first level (3-star-certifcation) involves a Merchant’s certified compliance with the Code of Conduct. The second level (4-star-certification) involves the Merchant’s certified financial stability and online security, in addition to its certified compliance with the Code of Conduct. The third level (5-star-certification) involves Merchant’s certified compliance with specific national laws, in addition to all requirements for the lower levels
- Merchant: any online business eligible to apply for Certification.
- Safe.Shop: a tradename of Ecommerce Operations B.V. with its registered office and its principal place of business at Rijksstraatweg 29, 1115 AH, Duivendrecht, Netherlands, and registered with the Chamber of Commerce under registration number 66717809.
- Trust Mark: the mark or logo provided by Safe.Shop to indicate a Merchant’s Level of Certification (3-star, 4-star, or 5-star).
- Terms and Conditions: these Terms and Conditions.
- Trust Partner: another company that promotes and/or sells the Safe.Shop Trust Mark and/or certifies merchants for the Trust Mark.
- Website: the website of Safe.Shop, to be found at https://safe.shop and all its subdomains and websites of Trust Partners of Safe.Shop where Merchants can apply for the Safe.Shop Trust Mark.
Article 1. The Agreement
- By completing and submitting an Application Form via the Website, Merchant accepts these Terms and Conditions and declares to be willing to comply with the Code of Conduct, and with any additional requirements applicable to the Level of Certification applied for.
- Merchant guarantees that any information provided via the Application Form, was correct at the moment the Application Form was submitted.
- The Agreement between Merchant and Safe.Shop enters into force when Safe.Shop confirms having received Merchant’s application.
- The Agreement consists of these Terms and Conditions, any conditions set out in the Application Form, and any further terms proposed or accepted in writing by Safe.Shop with respect to Merchant’s application.
Article 2. Pricing and Payment terms
- The amount of Merchant’s annual payment obligation is based on Merchant’s Application Form and consists of the following fees:
- Contribution Fee,
- Certification Fee,
- optional services fees (for optional services requested by Merchant).
- The Contribution Fee is based on the Merchant’s turnover in the fiscal year prior to the year of application.
- On request of Safe.Shop, Merchant shall enable Safe.Shop to determine whether the information provided by Merchant is (still) accurate, e.g. by providing supporting information, or granting the required permission, authorization or proxy to obtain or verify this information from the authorities or another third party. If the actual turnover in the previous fiscal year exceeds the turnover on which the Contribution Fee was based, Safe.Shop has the right to recalculate the Contribution Fee and charge the difference in retrospect and apply the recalculated fee for future terms.
- Merchant agrees to electronic invoicing.
- Each year, Safe.Shop (or its authorized partner) will send Merchant an electronic invoice for the Contribution Fee, Certification Fee and Fees for Optional Services of the coming year.
- Safe.shop may require Merchant to authorize Safe.Shop for automatic collection of payment, and to supply any information necessary to that effect. If the automatic transfer is unsuccessful, Safe.Shop is entitled to charge the Merchant the sum of twenty-five euros (€25.00) in respect of administration costs.
- Invoiced amounts are due and payable within fourteen (14) days after the invoice date.
- If Merchant fails to pay an invoice in full within the payment term, then upon expiry of this term the Merchant is automatically in default with respect to the due amount, without any notice of default being required.
- If payment is not made in full within the payment term, Merchant will be liable to pay interest at the statutory interest rate on the outstanding sum as from the first day after the final date for payment, plus a sum of twelve euros and fifty cents (€12.50) administration fees, without the any notice of default being required. In such a case the Merchant will also be liable to pay for all judicial and extrajudicial (collection) costs actually incurred by Safe.Shop, including, but not limited to, the fees of attorneys, bailiffs and debt collection agencies.
- The claim for payment becomes immediately enforceable if the Merchant is declared insolvent, applies for a moratorium, or any attachment is secured upon its property, or dies, becomes bankrupt or its business is wound up.
- All prices quoted by Safe.Shop on the website are in euros and exclusive VAT unless explicitly specified otherwise.
Article 3. Usage of the Trust Marks
- Upon Merchant’s receipt of notice by or on behalf of Safe.Shop that Merchant has successfully completed the Certification, Merchant shall integrate the Trust Mark on its website in accordance with instructions provided by or on behalf of Safe.Shop.
- Merchant is at all times solely responsible for compliance with the requirements of the applicable Level of Certification. Safe.Shop has the right to withdraw permission to incorporate the Trust Mark on Merchant’s website, or adjust the Level of Certification, at any time, without any warning and with immediate effect when:
- Merchant does not fully comply with the requirements for the Level of Certification corresponding with the Trust Mark;
- Safe.Shop terminates the contract for reasons as specified in article 8.2.
- Merchant is in default on a payment obligation.
Article 4. Intellectual property
- Materials (i.e. country reports, magazines, newsletters) provided by Safe.Shop to Merchant may not be shared, copied or in any other way distributed to other parties without prior written permission of Safe.Shop.
- All trademarks, trade names (whether registered or unregistered), proprietary rights in domain names, knowhow, confidential information and any other content published by Safe.Shop and information and images on the Website are the intellectual property of Safe.Shop or its Trust Partners or licensors. None of these items may be copied, shared or used without prior written permission of Safe.Shop, except and to the extent permitted by mandatory law.
- All submissions, ideas, remarks or other information Merchant provides to Safe.Shop is and remains Merchant’s property (or the property of its suppliers or licensors). Merchant permits Safe.Shop to use this information as needed to prepare and conclude the Agreement, to perform the Certification, and/or for other services of Safe.Shop.
- Safe.Shop may use Merchant’s logos, trademarks and other brand assets in order to showcase Merchant’s participation, as well as to promote the Safe.Shop Framework. Safe.Shop shall adhere to any reasonable instructions provided by Merchant regarding the use of its logos, trademarks and other brand assets.
Article 5. Limitation of liability, indemnification
- Safe.Shop shall not be liable for any damage, loss, third-party claims, fines and/or costs, incurred by Merchant under any circumstances, except damage directly resulting from an intentionally wrongful or deliberately reckless act on the part of Safe.Shop.
- Safe.Shop is not a party to any agreement concluded by Merchant, other than the Agreement between Safe.Shop and Merchant. Safe.shop shall not be liable for any error, shortcoming, failure, act, or omission of Merchant towards any third party, including, without limitation, any customer of Merchant. Merchant shall indemnify and hold harmless Safe.Shop from and against any loss, damage, and/or third-party claims arising out of or relating to any failure of Merchant to perform an agreement (including the Agreement), or any unlawful act of Merchant.
- Safe.Shop shall in no event be liable for indirect damages, consequential damages, lost profits, loss of goodwill or reputation, missed savings or damages through business interruption, immaterial damage, or any other financial loss and/or damage suffered by Merchant or third parties.
- In the event Safe.Shop is liable under Article 5(1) above or by virtue of applicable mandatory law, such liability shall not exceed the amount of one thousand euros (€1.000).
- In the event Safe.Shop is prevented from (fully) performing its obligations under this agreement due to a circumstance beyond its reasonable control (force majeure), Safe.Shop shall not be liable to compensate any resulting damage. Force majeure includes, without limitation, disruptions or unavailability of the internet, telecommunication infrastructure, power interruptions, riots, traffic jams, strikes, hacking attacks, company disruptions, interruptions in supply, fires and floods.
- Merchant indemnifies Safe.Shop against all claims from third parties in relation to the Agreement.
Article 6. Changes to Terms
- Safe.Shop may change or add provisions to these Terms and Conditions as well as any prices at any time. Minor changes or additions have immediate effect, without notification being necessary. Safe.Shop shall announce non-minor changes or additions at least thirty (30) days before taking effect.
- If Merchant does not agree to any non-minor changes or additions, the parties will enter into consultation with each other. If Merchant chooses not to accept the changes or additions, it may terminate the Agreement until the moment the changes and/or additions take effect. Termination will never result in any sort of repayment obligation for Safe.Shop.
- Any reference on Merchant’s Website to Safe.Shop (i.e. usage of the Logo, textual reference) after the date of effect, shall constitute Merchant’s acceptance of the changed or added-to terms and conditions.
Article 7. Amendment
- Safe.Shop may amend these Terms and Conditions and any applicable prices or fees at any time. Minor changes or additions (excluding prices) have immediate effect, without notification being required. Safe.Shop shall announce non-minor amendments (including price changes) at least thirty (30) days before taking effect.
- If Merchant objects to any amendment, the parties will enter into consultation with each other. If Merchant chooses not to accept the changes or additions, it may terminate the Agreement until the moment the changes and/or additions take effect. Termination will never result in any repayment obligation for Safe.Shop.
- Any reference on Merchant’s Website to Safe.Shop (i.e. usage of the Trust Mark, or textual reference) after the date of effect, shall constitute Merchant’s acceptance of the changed or added-to terms and conditions.
Article 8. Duration and termination
- From the moment the Agreement is concluded according to Article 1.3, it remains in force for the remainder of the same calendar year. After this period, the Agreement is automatically renewed with successive terms of one (1) year, unless either party provides notice of termination to the other party at least two (2) months before the renewal date.
- The Agreement may be terminated by Safe.Shop with immediate effect in the event of any of the following circumstances:
- the Merchant is declared bankrupt;
- the Merchant is granted a suspension of payments;
- the Merchant is wound up or its business activities are discontinued.
- In the event of a breach of contract by Merchant, Safe.Shop has the right to terminate or suspend the Agreement or any unfulfilled part thereof, without notice of default or judicial intervention being required and without this resulting in any right to compensation for damages on the part of Merchant.
Article 9. Interpretation of the Agreement
- The Agreement shall be governed by Dutch law, without regard to any conflict-of-law provision contained in Dutch law. The version of the Agreement in the English language shall prevail over any translated version.
- Merchant and Safe.Shop, each acting within their trade, business or profession, explicitly agree that article 6:227b and 6:227c of the Dutch Civil Code shall not apply.
- Except to the extent mandatory applicable law provides otherwise, all disputes arising in connection with Safe.Shop shall be brought before the competent Dutch court for the principal place of business of Safe.Shop.
- Whenever these terms and conditions require something “written” or "in writing", a statement by e-mail or communication through the Website shall suffice, provided that the authenticity of the message and the identity of the sender can be established to a reasonable degree.
- The version of any communication of information as recorded by Safe.Shop shall be deemed to be authentic, unless proven otherwise.
- In case any part of these Terms and Conditions are declared legally invalid, this shall not affect the validity of the whole of the Agreement. The parties shall in such an event agree on one or more replacement provisions that approximate the original intent of the invalid provision(s) within the limits of the law.
- Neither party is entitled to transfer its rights and obligation under the Agreement, in whole or in part, to a third party, except with the other party’s explicit and written consent. Merchant hereby agrees that Safe.Shop may engage third parties in the execution of the Agreement. In the event of late or non-payment by Merchant, Safe.Shop may assign its claim to any third party, including, without limitation, any debt collecting agency. Change of management or control of either party will not affect the Agreement.
Should you have any questions, complaints or comments after reading these Terms and Conditions, please feel free to contact us.
1114 AA, Amsterdam
Email: [email protected]
Phone: +31 20 238 6081 (standard international fees apply)