1. Definitions
Equipment: all devices and goods, including routers, extenders and software, necessary for the realization of wireless Internet supplied by SO WIFI, as well as for the amplification of the Internet signal;

Services and/or Products
all goods and services supplied by SO WIFI and/or SO WIFI Persons, including subscriptions and all activities, including the provision of advice, carried out by SO WIFI and/or SO WIFI Persons for a Customer;

All invoices collected by SO WIFI by direct debit collection as well as invoices sent which must be paid by the Customer within the applicable term of payment;

the natural person using the Social WiFi hot spot;

the personal data of the Users put at the Customer’s disposal by SO WIFI;

Help Desk:
SO WIFI employees to be reached by telephone during office hours in support of the Services and/or Products;

the natural or legal person entering into an Agreement with SO WIFI, both directly and indirectly, pertaining to SO WIFI, the SO WIFI Formula and/or the Services and/or Products to be provided;

Login Page:
the Internet page on which a person identifies himself by means of the social media by liking or checking in on Facebook, or by entering his personal e-mail address in order to obtain the wireless Internet network;

the wireless Internet network provided by a third party and emitted by the Equipment;

Network Name:
the name of the wireless Internet network emitted by the Equipment;

The Present Terms and Conditions:
these General Terms and Conditions;

the Customer’s order as mentioned in the Agreement;

the agreement between SO WIFI and a Customer;

any communication or correspondence conveyed by letter, fax or e-mail;

Social WiFi Hot Spot:
Customer’s location where persons may obtain access to the Networks;

SO WIFI B.V., having its official place of business under its articles of association in Amsterdam and registered with the Chamber of Commerce under file number 56838182;

SO WIFI Persons:
all natural or legal persons who are employees, directors, business agents or suppliers of SO WIFI or for whom SO WIFI is responsible;

Splash Page:
␣the Internet page preceding and following the Login Page as well as the Internet page preceding the home page;

Home page:
␣the Internet page a person will always first be referred to after the Splash Page.

2. General
2.1. The Present Terms and Conditions shall apply to all offers, quotations and Agreements of SO WIFI, and all provisions of Services and/or Products of and/or by SO WIFI.

2.2. The Present Terms and Conditions shall also apply to any Agreements with SO WIFI for which SO WIFI has to involve third parties, and the Present Terms and Conditions are drawn up by the employees and board of directors of SO WIFI.

2.3. The applicability of any general, purchase, delivery and/or other conditions of the Customer and/or a third party is explicitly rejected.

2.4. In the event that one or more provisions of the Agreement and/or of the applicable special provisions and/or the Present Terms and Conditions appear to be wholly or partly void or voidable at any moment, the parties will continue to be bound by the other provisions of the above-mentioned Agreement and/or conditions. In that case, SO WIFI and the Customer will hold consultations to agree on new provisions to replace the void or voided provisions, which are as close as possible to the object and purpose of the original provisions.

2.5. If any lack of clarity exists about the interpretation of one or more provisions of the Agreement, special provisions and/or the Present Terms and Conditions, this provision or these provisions will have to be interpreted ‘in the spirit’ of this provision or these provisions.

2.6. If a situation occurs between the parties which is not provided for in the Agreement, the special provisions or the Present Terms and Conditions, this situation will have to be interpreted in the spirit of the Agreement and the Present Terms and Conditions.

2.7. If SO WIFI does not require strict compliance with the Present Terms and Conditions at all times, it will not mean that its provisions are not applicable or that SO WIFI would to any extent forfeit its right to require strict compliance with the provisions of the Present Terms and Conditions in any other case.

3. Offers, Quotations and Orders
3.1. All offers and/or quotations by SO WIFI are subject to contract and therefore not binding to SO WIFI and they constitute and invitation to the Customer to enter into negotiations, unless set out differently by SO WIFI expressly and in Writing. If no term of acceptance is fixed, no rights can be derived from the offer or quotation in any way, if the products the offer or quotation pertains to are no longer available.

3.2. SO WIFI will not be obliged to abide by any offer and/or quotation if the other party can reasonably understand that such an offer or quotation or any part of it contains a manifest mistake or clerical error.

3.3. Orders to SO WIFI are only considered accepted if acceptance is done in Writing by SO WIFI. If acceptance varies from the Order, the Agreement will come into effect in accordance with the varied acceptance, unless the Customer indicates otherwise.

3.4. A compound quotation does not oblige SO WIFI to execute a part of the assignment at a corresponding part of the price quoted. Offers and/or quotations will not automatically apply to future Orders.

3.5. SO WIFI is entitled to refuse Orders without specifying any reasons.

4. Terms of Delivery
4.1. All terms (of delivery) specified by SO WIFI or agreed with SO WIFI are but guidelines and never deadlines whose non-observance constitute default for SO WIFI.

4.2. If it is likely that a deadline is not going to be met, SO WIFI and the Customer will seek consultation as soon as possible.

4.3. In case SO WIFI fails to meet a deadline, the Customer shall give notice of default to SO WIFI in Writing. SO WIFI shall be given a reasonable term to perform the Agreement at a later date. During this reasonable term the Customer cannot claim any compensation for any loss incurred and the Customer does not have the right to terminate the Agreement without full compensation to SO WIFI.

4.4. If SO WIFI depends on information and/or data of the Customer in the performance of an Agreement, the term (of delivery) will be extended with a period equal to the term the Customer failed to supply this information and/or data, increased by two weeks.

4.5. Delivery takes place at the Customer’s company. The Customer is obliged to accept delivery of the products at the time they are put at his disposal. If the Customer refuses to accept delivery or is negligent in providing the information or instructions necessary for delivery, SO WIFI is entitled to store the goods for the account and at the risk of the Customer.

4.6. SO WIFI has the right to have certain activities executed by third parties. If any activities within the framework of the Agreement are executed by SO WIFI or by a third party engaged by SO WIFI at the location of the Customer or at a location designated by the Customer, the Customer will see to any facilities reasonably desired by these Persons free of charge.

4.7. SO WIFI is entitled to perform the Agreement in several stages and to invoice the stage executed separately.

4.8. If the Customer defaults proper performance of that which he is bound to according to SO WIFI, the Customer will be liable for any loss or damage (including costs) directly or indirectly incurred and/or to be incurred by SO WIFI.

5. Prices
5.1. All prices quoted by, agreed with or in any other way indicated by SO WIFI will be exclusive of VAT and any other government levies, any costs incurred within the framework of the Agreement, including travel and subsistence expenses, dispatch and administrative costs.

5.2. Inflationary, general economic, political or organizational developments will give SO WIFI the right to alter its prices unilaterally. Such developments will also give SO WIFI the right to alter its prices of an Agreement in force.

6. Payment
6.1. Unless otherwise agreed, payment will be made by direct debit collection. Upon closing the Agreement the Customer will authorize SO WIFI for that purpose.

6.2. If it is agreed that payment will not be made on the basis of a direct debit collection, but only on the basis of invoices sent by SO WIFI, a term of payment of fourteen (14) days will apply, unless expressly agreed otherwise and confirmed in Writing by SO WIFI.

6.3. Payment will take place without any deductions or set-offs.

6.4. The Customer can only object to an Invoice in Writing and with a motivation and the Customer shall do so within the term of payment as referred to in Article 6.2, and if this is not done the Customer will be deemed to have accepted the Invoice (and the amount specified in it) and forfeited its right to challenge (any part of) the invoice. A timely objection lodged by the Customer does not release the Customer from its obligation to pay the Invoice in time and in full.

6.5. SO WIFI reserves the right to change or add to Invoice amounts after direct debit collection or dispatch.

6.6. If the Customer has failed to meet his payment obligations in full within the term of payment, for reason of a failed direct debit collection or otherwise, the Customer will be in default by operation of law and SO WIFI will be entitled to suspend its services to the Customer and/or to terminate the Agreement with the Customer. The latter, however, will not be executed until after payment has been demanded of the Customer and the Customer has failed to fulfil its payment obligation in full during a period of fourteen (14) days after the demand for payment.

6.7. If the Customer has still not fully fulfilled his payment obligation after the expiry of the term referred to in Article6.2, the Customer will owe the statutory commercial interest over the outstanding amount, without prior notice of default being required.

6.8. Regardless of any other directions given by the Customer, each payment by the Customer will primarily serve to settle any extrajudicial collection costs and/or any judicial costs the Customer owes SO WIFI and will subsequently serve to settle any interest due by the Customer to SO WIFI and only then to settle the oldest outstanding claim(s).

7. Retention of Title
7.1. All goods supplied by SO WIFI within the framework of the Agreement continue to be the property of SO WIFI until such time that the Customer has properly fulfilled all obligations arising from any Agreement(s) concluded with SO WIFI.

7.2. Any goods supplied by SO WIFI, which pursuant to the previous paragraph are subject to the retention of title, shall not be resold and shall never be used as payment instruments. The Customer is not authorized to pledge or encumber any of the goods subject to the retention of title.

7.3. The Customer shall always do everything that can reasonably be expected to secure the property rights of SO WIFI.

7.4. If third parties attach the goods delivered subject to retention of title or want to create or exercise a right on the goods, the Customer will be obliged to inform SO WIFI immediately to that effect.

7.5. The Customer is obliged to insure the goods subject to retention of title against fire, explosion and water damage as well as theft, to keep the goods thus insured and to submit the policy documents of these insurances for inspection at the first request of SO WIFI. In case of any benefit from insurance SO WIFI will be entitled to this amount. In so far as necessary the Customer pledges to SO WIFI, in advance, to cooperate in all that is or turns out to be necessary or desirable in this context.

7.6. In case SO WIFI wishes to exercise its property rights referred to in this Article, the Customer gives his unconditional and irrevocable consent to SO WIFI and to a third party to be designated by SO WIFI to enter into all the places where the property of SO WIFI is and to repossess the goods.

8. Services and Guarantees
8.1. SO WIFI will make every effort to be of service to the Customer. Technically it is impossible for SO WIFI to provide a completely (100%) error-free service, now that SO WIFI also depends on third parties within the framework of the services in question. SO WIFI expressly does not guarantee a fully (100%) error-free service.

8.2. SO WIFI can change the service and/or technical parts. If this change should result in a (temporary) reduction and/or failure of the availability of the services, SO WIFI will inform the Customer about this promptly in advance. For proper operation of the system a wired broadband Internet connection with a speed of 8mbit is the minimum requirement. This must be unfiltered and make use of DHCP for IP, DNS and gateway.

8.3. To solve any problems which could occur during the service, the Customer may contact the SO WIFI Help Desk by telephone. During office hours from Monday to Friday from 9 a.m. to 5.30 p.m. (Dutch time) the Help Desk is available on the telephone number or at the e-mail address mentioned on the router. For solving any problems arising outside office hours SO WIFI refers to the instructions for use that were delivered along with the product.

8.4. SO WIFI reserves the right to determine and adjust the Network Name. If the Network Name is adjusted SO WIFI will inform the Customer in advance, in principle through the e-mail address specified in the Agreement.

8.5. In addition to the Network already present at the Customer’s location, SO WIFI is entitled to offer one or more other Networks, temporarily or not, by means of the Equipment it has delivered.

8.6. Setting up an Internet Home Page after third parties have logged on to the Customer’s wireless Internet is at the discretion of SO WIFI. The Customer is allowed to set up its own Home Page, although SO WIFI will at all times be authorized to change the Home Page concerned.

8.8. The Customer’s computer-controlled systems which make use of the internet may experience temporary failure during the connection/installation of the SO WIFI Equipment, including, but not limited to, PIN payment systems, which may cause the systems in question not to operate properly. During installation this problem may be solved by changing the settings of the Equipment. Should there still be a failure after the settings have been changed, the Customer will have to contact the Help Desk referred to in Article 8.3. If the Help Desk is not available, SO WIFI recommends disconnecting the SO WIFI Equipment and to contact the Help Desk at the first possible opportunity.

9. Equipment and Guarantees
9.1. The Customer shall use the Equipment as indicated by SO WIFI and in compliance with the instructions for use in order to guarantee a service provision which is as efficient as possible.

9.2. The Equipment to be supplied by SO WIFI meets the usual reasonable requirements and standards for normal use in the Netherlands at the time of delivery. The guarantee referred to in this Article applies to goods meant for use in the Netherlands. In case the goods are used abroad, the Customer shall verify if usage is suitable for usage at that place and complies with the conditions made there.

9.3. The guarantee referred to in the previous paragraph applies for a period of 12 months after delivery, unless it follows otherwise from the nature of the goods delivered or the parties have agreed otherwise. If Equipment is concerned that is delivered by a third party, the guarantee will be restricted to the guarantee issued by the manufacturer of the goods delivered, unless specified otherwise.

9.4. The Customer is obliged to investigate the goods delivered or services provided immediately at the time the Equipment is made available to him or the work in question is executed respectively. The Customer shall then investigate if the quality and/or the quantity of the goods delivered and the service provided corresponds with the requirements the parties have agreed on. Any visible defects shall be reported to SO WIFI in Writing within seven days of delivery. Any invisible defects shall immediately, but in any case within fourteen days after their discovery, be reported to SO WIFI in Writing. The report shall comprise a description as detailed as possible of the defect, in order to enable SO WIFI to react adequately. The Customer shall give SO WIFI the opportunity to investigate any complaints.

9.5. If a defect is reported at a later stage, the Customer will have no right to repairs, replacements or compensation.

9.6. If it has been established that a complaint is unfounded, the costs incurred, including investigation costs on the part of SO WIFI, will be fully for the account of the Customer.

9.7. The Customer agrees that, if the Customer processes, adjusts or dismantles the Equipment in whatever way or form and contrary to the ordinary, prescribed use, this will be for the account and at the risk of the Customer. SO WIFI excludes any liability for compensation in such a case. The above-mentioned cases are consequently not covered by the guarantee furnished by SO WIFI.

9.8. After expiry of the guarantee period all costs for repair or replacement, including administration and dispatch costs and call-out charges will be charged to the Customer.

9.9. The capacity of the router is fifty (50) persons simultaneously. If more than fifty (50) persons wish to obtain simultaneous access through one certain router to the wireless Internet network, the router may become overburdened and may cease to operate or cease to operate properly. If the Customer expects a router to become overburdened, SO WIFI recommends having one or more extra routers installed.

9.10. After payment of the Equipment, the Customer becomes the owner of the Equipment delivered. The risk of loss, damage or decrease in value passes on to the Customer at the moment the Equipment is brought under the Customer’s control.

10. Processing Personal Data
10.1. During the usage of the Social WiFi Hot Spot SO WIFI will process Data of Users. SO WIFI will be responsible for these personal Data as defined in the Personal Data Protection Act and as such declares to comply with all the obligations arising from the Personal Data Protection Act.

10.2. Within the framework of the Agreement Data can be made available to the Customer by SO WIFI. The Customer will only be allowed to use the Data for the Customer’s own, direct marketing purposes, and only if and insofar as this is permitted by the applicable local legislation. The Customer’s own, direct marketing purposes will solely mean the forwarding of the own offers and sales promotions. It is the Customer’s own responsibility to offer the User an opt-out facility.

10.3. The Customer indemnifies SO WIFI against any damages and costs incurred as a result of and/or related to any claims of Users in relation to any use in conflict with the Present Terms and Conditions and/or the Agreement and/or in conflict with the law by the Customer.

11. Liability
11.1. SO WIFI excludes any liability, in so far as it is not liable and obliged to compensate for the damage in question by virtue of mandatory law.

11.2. If and in so far as SO WIFI is bound to compensate for the damage, the total liability of SO WIFI because of any attributable failure to perform the Agreement or because of any other reason, will be limited to the direct damage to at the most the lowest of (i) the total amount quoted in the Agreement with the Customer or (ii) the total Invoice amount with regard to the Agreement in question with the Customer during the two months directly preceding the cause of the liability that came about. Under no circumstances will the total liability for the direct damage, for whatever reason, amount to more than the amount of the claim for the case in question under the liability insurance SO WIFI took out, plus the amount of any excess which will be for the account of SO WIFI under the provisions of the insurance in the case in question.

11.3. SO WIFI excludes any liability for indirect and consequential damage, including but not limited to loss of profit, lost savings, reduced goodwill, loss due to business interruption, loss as a result of claims by the Customer’s customers, loss or damage in connection with the goods, materials or software of third parties the Customer required SO WIFI to use.

11.4. SO WIFI cannot be held liable for any wrongful acts, careless behaviour, negligence and recklessness of SO WIFI Persons.

11.5. Without prejudice to the other provisions of this Article, unless performance by SO WIFI is permanently impossible, SO WIFI will only be liable on account of attributable failure to perform an Agreement if the Customer has promptly given SO WIFI notice of default by registered letter stating a reasonable term for curing the non-performance, and SO WIFI continues to fail to perform its obligations even after expiry of the term. The notice of default shall comprise a description as complete and detailed as possible of the breach, in order to enable SO WIFI to react adequately.

11.6. A condition for any right to claim compensation for damage will each time be that the Customer reports the damage as soon as possible after its inception to SO WIFI in Writing. Each claim against SO WIFI will lapse by the mere expiry of twelve (12) months after the start of the claim.

11.7. SO WIFI will never be responsible for any damage as a result of Face book implementing changes and if as a consequence the service can no longer or not properly be provided.

11.8. Exclusions and limitations referred to in this Article 11 will become void if and in so far as the damage is the result of intent or recklessness by SO WIFI or its directors.

12. Indemnity
12.1. The Customer indemnifies SO WIFI for any claims of third parties sustaining a loss in connection with the performance of the Agreement.

12.2. If SO WIFI is to be held liable by any third party for this reason, the Customer will be obliged to assist SO WIFI in law and otherwise and to perform all acts promptly that may be expected from it. Should the Customer fail to take adequate measures, SO WIFI will be entitled to take such measures itself without notice of default. Any costs and loss thus incurred by SO WIFI and the third party will fully be for the account and at the risk of the Customer.

13. Force Majeure
13.1. If SO WIFI cannot fulfil its obligations to the Customer as a result of circumstances beyond its control, the obligations will be suspended for the duration of the force majeure.

13.2. Force majeure of SO WIFI will mean any circumstance independent on SO WIFI’s will, which partly or wholly prevents the fulfilment of its obligations towards the Customer or which reasonably renders the requirement to fulfil such obligations impossible, regardless if such circumstance could have been anticipated. Force majeure includes in any case: emergency situations (including extreme weather conditions, fire and lightning strike), restrictions and/or amended rules and regulations by governments or government agencies, (work) strike, war, riot, power failure, unanticipated failure of computer hardware and other facilities.

13.3. In case of force majeure the Customer will not have any right to compensation.

14. Agreement Termination
14.1. Both the Customer and SO WIFI may terminate an Agreement in Writing with due observance of a notice period of three (3) calendar months prior to the end of the agreement period, unless explicitly agreed otherwise in Writing.

14.2. SO WIFI is entitled to terminate any Agreement before the term in such cases as specified in these terms and conditions as well as, with due observance of a notice period of fourteen (14) days, if the Customer does not fulfil one or more provisions of an Agreement concluded with SO WIFI and/or the applicable special provisions and/or the Present Terms and Conditions.

14.3. If it turns out to be technically impossible, or will turn out to be so at a later stage, to create the SO WIFI Hot Spot by means of the installation of SO WIFI Equipment, and this breach cannot be attributed to SO WIFI, SO WIFI will be entitled to terminate this Agreement without any obligation to pay any damages. Any payments already made will be refunded pro rata.

14.4. If the Customer terminates an Agreement, SO WIFI will never be obliged to refund any amounts already paid.

14.5. If the Customer has been granted a moratorium or has applied for a moratorium, is bankrupt or a bankruptcy order has been filed for the Customer, or has presented a composition with creditors to its creditors, has decided to be liquidated or in any other way to discontinue its business activities, or the Customer’s assets have been attached resulting in the Customer no longer being able to fulfil its obligations arising from the Agreement, SO WIFI will be entitled to terminate the Agreement with immediate effect, without prejudice to its right to payment of the Services and/or Products provided as well as compensation of any damage.

15. Applicable Law, Competent Court
15.1. All offers of SO WIFI and Agreements between SO WIFI and its Customers are exclusively governed by Dutch law.

15.2. The District Court of Amsterdam has exclusive jurisdiction to hear all disputes arising from or in connection with offers, agreements and deliveries of and/or by and/or to SO WIFI.