Terms and Conditions

Article 1 – Definitions

In our general terms and conditions, the following definitions apply:

Client

The company that instructs CompanyPass BV to supply loyalty concepts, products, services or tickets, either on the basis of a purchase agreement between the client and CompanyPass BV or on behalf of an external content provider.

CompanyPass BV

The company that has specialised in particular in the development of loyalty concepts and loyalty programmes aimed at strengthening the relationship between the client and its employees, members or clients, as well as a reliable partner for purchasing at a discount from affiliated (web)shops and for booking tickets from various content providers, whereby the delivery of the products on behalf of the content provider is handled by CompanyPass BV.

Reseller

Any company that purchases goods or concepts from CompanyPass BV and resells them onwards to organisations or to consumers.

Orderer/consumer-client/user

The employee, business relation or other natural person who has received the client's loyalty concept and who places one or more orders (free of charge or at a discount) via the designated website, using a personal login code before the expiry date.

Consumer

A natural person who is not acting in the exercise of a profession or business.

Order

One or more products, gifts, gift vouchers, experiences, magazines or donations to charity that the orderer orders within the loyalty concepts of CompanyPass BV.

Loyalty concepts

Various forms of benefit/gift programmes, including but not limited to CompanyPass.

CompanyPass gift card

Choice-gift concept issued by CompanyPass BV to the client, whereby the CompanyPass is loaded with a spendable amount, to be spent on the CompanyPass platform and at the affiliated shops and webshops before the expiry date.

CompanyPass benefit programme

A benefit programme offered by CompanyPass BV to the client in the form of a subscription, whereby the client (acting in the exercise of a profession, business or association) is given the opportunity to offer its employees/members tickets for cultural events, accommodation, other leisure products and products at affiliated shops at a discount via the website https://app.companypass.nl/ or via a private label by means of a unique login combination.

Private label

A website whereby one of the loyalty concepts of CompanyPass BV is operated by CompanyPass BV under the brand name and in the look & feel of the client.

Personal login code and expiry date

Unique combination of a personal access code and expiry date that enables the orderer to place an order free of charge or at a discount.

Content provider

A company whose principal business activity is the development and operation of cultural events, accommodation and/or other leisure products, including – but not limited to – theatre performances, museums, exhibitions, hotel packages, restaurants, amusement parks, zoos, sporting activities, products, etc.

E-ticket

A digital ticket that is sent by e-mail to the orderer and retrieved via a hyperlink. The e-ticket serves as an admission ticket and works by means of a so-called unique barcode that is scanned at the entrance of the relevant content provider.

Physical ticket

An original physical ticket of the relevant content provider, giving the orderer access to that content provider's business, ordered via the website of one of the loyalty concepts.

Gift vouchers

Cards with a balance that can be spent by the orderer at the content providers of those vouchers.

iDEAL payment

Payment by means of the client's or orderer's own internet banking method.

Article 2 – Applicability

1. Before or during the conclusion of the agreement, the client has taken note of, or has had the opportunity to take note of, these general terms and conditions. By purchasing CompanyPass, the client has unconditionally agreed to the general terms and conditions of CompanyPass B.V. and these apply to the agreement.
2. These terms and conditions are published in their most recent and current version at www.companypass.nl. At the client's request, these terms and conditions will be sent free of charge.
3. These general terms and conditions of CompanyPass BV apply unconditionally to all transactions between CompanyPass BV and the client, to the exclusion of the client's general terms and conditions, unless other terms have been agreed with the client in writing. Deviating stipulations apply solely to the agreement in respect of which the amendment was agreed.
4. CompanyPass BV reserves the right to amend or supplement the general terms and conditions. For a concluded purchase agreement, the general terms and conditions as they applied on the date stated on the date of the concluded purchase agreement apply.
5. If one or more provisions of these terms and conditions or of the agreement between CompanyPass BV and the client should prove to be null and void, the remaining provisions of these terms and conditions or of the agreement will remain fully in force. CompanyPass BV will formulate and apply (a) new provision(s) to replace the null and void/nullified provision(s), observing as far as possible the object and purport of the null and void/nullified provision(s).
6. In addition to the general provisions of Part I, specific terms of use (Part II) apply to users.

Article 3 – Offers and quotations

1. All offers and quotations drawn up by CompanyPass BV are without obligation and are valid for three months, unless a period for acceptance is stated in the quotation.
2. The prices in the aforementioned offers and quotations are exclusive of VAT and other government levies, as well as any costs to be incurred in connection with the agreement (such as administration costs), unless stated otherwise.
3. A composite price quotation does not oblige CompanyPass BV to perform part of the assignment for a corresponding part of the quoted price.
4. If the acceptance deviates (even on minor points) from the offer included in the quotation, CompanyPass BV is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless CompanyPass BV indicates otherwise.
5. Offers or quotations do not automatically apply to future agreements or assignments.
6. If and insofar as the proper performance of the agreement so requires, CompanyPass BV has the right to have work performed by third parties.

Article 4 – CompanyPass benefit programme agreement

1. During the term of the contract period relating to the CompanyPass benefit programme, CompanyPass BV undertakes to issue a newsletter containing offers from content providers at least once a month.
2. During the contract period, the client's employees, members or clients are given access to the exclusive website https://app.companypass.nl/, (or via a private label) by using a unique login combination with a personal password. Terms of use, which form part of these specific general terms and conditions, apply to the use of this website.
3. The agreement is automatically renewed each year, unless otherwise agreed.
4. Subscriptions apply until cancellation, unless otherwise agreed.
5. Either party may cancel in writing with effect from the end of the subscription period, observing a notice period of three months.
6. The subscription rate per period depends on the number of the client's employees/members. The client undertakes to provide CompanyPass with correct information about this each time. CompanyPass BV is entitled to adjust the prices of the agreement annually on the basis of the current number of employees, members or clients.
7. CompanyPass BV is entitled to adjust the prices of subscriptions annually on the basis of the Consumer Price Index of Statistics Netherlands (CBS) on an annual basis, most recent series, all households.
8. In addition to the price adjustment referred to in paragraph 7, CompanyPass BV is entitled to increase prices unilaterally. It will, where possible, notify the client in writing at least two months before the changes take effect. The client is then entitled to cancel the agreement in writing with effect from the date on which the increase takes place, provided the cancellation is made before the increase takes effect.
9. Complaints about the work performed must be reported in writing to CompanyPass BV by the client within eight days of discovery, but no later than thirty days after use of the relevant services of CompanyPass BV or after completion of the relevant work. The notice of default must contain as detailed a description as possible of the shortcoming, so that CompanyPass BV is able to respond adequately.
10. If a complaint is well-founded, CompanyPass BV will still perform the work as agreed, unless this has in the meantime become demonstrably pointless for the client. The latter must be made known in writing by the client.
11. If performing the agreed work is no longer possible or useful, CompanyPass BV will only be liable within the limits of Article 15.

Article 5 – Invoicing and payment

1. Payment, including all additional costs such as foreign shipping costs, must be made by the client to CompanyPass BV prior to the actual delivery of the order or the loyalty concepts, unless otherwise agreed in writing.
2. The agreed fee for the loyalty concept is charged annually in advance and paid by the client in good time.
3. Payment must be made in full by the client within fourteen days of the invoice date, but no later than seven days before the opening of the webshop, without any possibility of set-off, compensation or discount.
4. CompanyPass BV reserves the right not to open the webshop if the payment obligation has not been met (in time).
5. If the client fails to pay in time, CompanyPass BV is entitled to recover the statutory commercial interest pursuant to Article 7:119a of the Dutch Civil Code (BW) from the business client, or the statutory interest pursuant to Article 7:119 of the Dutch Civil Code (BW) from the consumer-client, both interest amounts to be calculated from the due date until the day of full payment.
6. If the stipulated payment term is exceeded, the client is immediately in default without further notice of default.
7. CompanyPass BV is entitled to recover all extrajudicial collection costs from the client.
8. If, in the opinion of CompanyPass BV, there are well-founded reasons to fear that the client will not properly or timely fulfil its (payment) obligations towards CompanyPass BV, the client is obliged, at the first request of CompanyPass BV, to immediately take the necessary action to be able to provide, as soon as possible, sufficient security in the form desired by CompanyPass BV for the full fulfilment of all its (payment) obligations. The security provided must be in reasonable proportion to the (payment) obligations to be fulfilled.

Article 6 – Liability

1. CompanyPass BV excludes all liability for any damage, direct or indirect, of whatever nature, arising from or in any way related to the use of the website and/or the information, or to the temporary impossibility of being able to consult the website and/or the information.
2. In addition, CompanyPass BV is not liable for damage, direct or indirect, resulting from the use of information or items obtained by means of the relevant website of the loyalty concept, nor for data that has been provided incorrectly or incompletely by the content provider.
3. Neither CompanyPass BV nor third parties whom it engages for the conclusion or performance of any agreement are liable for any damage, direct or indirect, arising from and related to the agreement, which the client or orderer or any third party involved by it in the performance of the agreement may suffer, regardless of the cause thereof.
4. More specifically, liability for CompanyPass BV is expressly excluded for the inability of the client or the orderer to make use of orders from third-party providers (such as gift vouchers and experiences), because those providers can no longer deliver the services or products due to bankruptcy or dissolution.
5. Without prejudice to the foregoing, CompanyPass BV is in any event never liable for non-delivery or late delivery, for data in brochures, catalogues, advertising material, quotations and the like, in the event of non-attributable shortcomings (force majeure), if the client or orderer themselves or a third party repairs the delivered item, makes changes to it, uses it for purposes other than those for which it is suitable or intended, overloads the delivered item and otherwise uses it improperly, for business and/or consequential damage, arising from whatever cause.
6. The exclusions or limitations of liability included in these terms and conditions do not apply insofar as the damage is the result of intent or gross negligence on the part of CompanyPass BV or its subordinates.
7. If, for whatever reason, CompanyPass BV cannot invoke the aforementioned exclusions of liability for direct/indirect damage that the client or the orderer has demonstrably suffered, the total damage of CompanyPass BV towards the client or orderer under the agreement concluded with the client will in no case be higher than the purchase price or the value of the part of the agreement from which the liability arises.
8. Direct damage is understood to mean exclusively:
   • The reasonable costs of determining the cause and extent of the damage;
   • Any reasonable costs incurred to make CompanyPass BV's defective performance conform to the agreement, unless these cannot be attributed to CompanyPass BV;
   • Reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.
9. Indirect damage is understood to mean in any event consequential damage, lost profit, missed savings and damage due to business interruption.

Article 7 – Non-attributable shortcomings

1. CompanyPass BV is not liable if and insofar as its obligations cannot be fulfilled due to force majeure.
2. Force majeure is understood to mean any external cause, as well as any circumstance that should reasonably not be for its risk. Delay or non-performance by suppliers, transport difficulties, strikes, government measures, delays in supply, negligence of CompanyPass BV's suppliers and/or manufacturers as well as of auxiliary persons, illness of personnel, defects in auxiliary or transport equipment, technical and/or telecommunication factors expressly qualify as force majeure.
3. In the event of force majeure, CompanyPass BV has the right to suspend its obligations.
4. CompanyPass BV is also entitled to dissolve the agreement in whole or in part, or to demand that the content of the agreement be amended in such a way that performance remains possible.
5. In no event is CompanyPass BV obliged to pay the client or orderer any penalty or compensation in the event of force majeure.
6. CompanyPass BV retains the right to payment for the work already performed and the costs incurred.
7. CompanyPass BV has no power to suspend if performance is permanently impossible or the temporary impossibility continues for longer than six months. In these cases, the agreement may be dissolved by the most diligent party, without the other party being entitled to compensation for any damage.

Article 8 – Interim termination of the agreement

1. CompanyPass BV is entitled to dissolve the agreement in writing with immediate effect, without being liable for any compensation, when the client or CompanyPass BV is placed in liquidation, applies for suspension of payment, an application for bankruptcy has been filed, or if the client or CompanyPass BV discontinues, ceases or dissolves its business in whole or in part.
2. CompanyPass BV is furthermore entitled to dissolve the agreement or to suspend its obligations if:
   • The client fails to fulfil, or fails to fully fulfil, the obligations under the agreement (after a written notice of default in which the client is given the opportunity to still perform within five working days, insofar as this is still possible, unless there is default of payment, see Article 13 paragraph 5);
   • After the conclusion of the agreement, circumstances that have come to the attention of CompanyPass BV give good grounds to fear that the client will not fulfil its obligations. If there are good grounds to fear that the client will only partially or improperly perform, suspension is only permitted insofar as the shortcoming justifies it;
   • The client was requested, upon conclusion of the agreement, to provide security for the fulfilment of its obligations under the agreement and this security is not provided or is insufficient.
3. CompanyPass BV is entitled to (have) the agreement dissolved if circumstances arise that are of such a nature that performance of the agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise that are of such a nature that unaltered continuation of the agreement cannot reasonably be expected.
4. If the agreement is dissolved, the claims of CompanyPass BV against the client are immediately due and payable. If CompanyPass BV suspends the fulfilment of its obligations, it retains its claims under the law and the agreement.
5. CompanyPass BV always retains the right to claim compensation.
6. If CompanyPass BV has made items available to the client in the performance of the agreement, the client is obliged to return the delivered items within fourteen days after termination of the agreement in their original condition, free of defects and in full. If the client fails to fulfil this obligation, all resulting costs (including those of replacement and all extrajudicial costs) are for its account.

Article 9 – Transfer

1. The client is not permitted to transfer or make available to a third party, in whole or in part, the rights and/or obligations that it derives from the agreement without the prior written consent of CompanyPass BV.
2. CompanyPass BV may transfer its legal relationship with the client and the individual rights and/or obligations that the client derives from that legal relationship to a third party, for which the client hereby gives its express consent.

Article 10 – Intellectual property rights

1. CompanyPass BV retains the intellectual property rights with respect to all loyalty concepts, the word and figurative marks, logos, colour schemes, data, results, instructions, reports, documentation, the information contained therein, software and/or technical applications used therewith, as well as the powers and rights to which CompanyPass BV is entitled under the Dutch Copyright Act (Auteurswet).
2. The agreement between CompanyPass BV and the client is never intended to transfer any copyright, intellectual property right or resulting moral rights.
3. If CompanyPass BV provides the client with information carriers, electronic files or software, etc., it will do everything possible with the current means and state of the art to ensure that the information carriers, electronic files or software are free of viruses and defects.
4. All documents provided by CompanyPass BV, such as reports, advice, agreements, designs, sketches, drawings, software, etc., are intended solely for use by the client and may not be reproduced, made public, exploited or brought to the attention of third parties by the client without the prior written consent of CompanyPass BV, unless the nature of the documents provided dictates otherwise.
5. CompanyPass BV reserves the right to use the knowledge gained through the performance of the work for other purposes, insofar as no confidential information is thereby brought to the attention of third parties.
6. The client expressly grants CompanyPass BV permission to use the client's name and logo as a reference in CompanyPass BV's communications, such as its website, in brochures, in advertisements and all other marketing communications.

Article 11 – Retention of title

1. All items delivered by CompanyPass BV (including any designs, sketches, drawings, films, software, (electronic) files, etc.) remain the property of CompanyPass BV until the client has fulfilled all its payment obligations.
2. The client is not authorised to pledge the items falling under the retention of title, to encumber or process them in any other way, to resell them, to use them as a means of payment or to otherwise exploit them.
3. If third parties seize the items delivered under retention of title or wish to establish or assert rights over them, the client is obliged to notify CompanyPass BV thereof as soon as may reasonably be expected.

Article 12 – Confidentiality

1. CompanyPass BV and its counterparties are obliged to maintain confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this follows from the nature of the information.
2. If, on the basis of a statutory provision or a court ruling, CompanyPass BV is obliged to also provide confidential information to third parties designated by law or by the competent court, and CompanyPass BV cannot invoke a statutory right of non-disclosure recognised or permitted by the competent court in this respect, then CompanyPass BV is not obliged to pay compensation or indemnification to the client, and the client is not entitled to dissolve the agreement on the basis of any damage arising as a result.

Article 13 – Applicable law & competent court

1. Dutch law applies exclusively to all agreements.
2. Disputes arising from an agreement between CompanyPass BV and the client that cannot be resolved by mutual consultation will be heard by the competent court within the district of The Hague, unless CompanyPass BV prefers to submit the dispute to the competent court of the customer's place of residence, and with the exception of those disputes that fall within the competence of the subdistrict court (kantonrechter).

Article 1 – Disclaimer

1. The following terms of use apply to the use of the CompanyPass benefit platform.
2. Use of the platform is subject to your agreement to these terms of use. By registering and logging in to the benefit platform, the user indicates that they agree to be bound by all the terms and conditions in these terms of use.

Article 2 – Access to and use of the benefit platform

1. The personal login details do not entitle any person other than the user to use the respective benefit platform.
2. A permanent e-mail address is required for registration.
3. The employee undertakes to keep the following confidential and/or to prevent misuse of the following: personal login details, discount vouchers and promotional codes.
4. In the event of loss, the user will receive new personal login details.
5. In no event may the user use the benefits obtained via the platform to resell the keenly priced products or services they have acquired, in particular via online auctions and the like.
6. In the event of breach of contract, the user's access may be terminated immediately.
7. When leaving the company, the user must ensure that their account is deleted. This does not affect the possibility of the administrator(s) revoking access at any time. In case of doubt, further use of the benefit platform may be made dependent on the presentation of proof of employment.

Article 3 – Placing an order

1. The orderer needs a login code in order to place an order. Login codes have limited validity.
2. CompanyPass BV is not liable for errors made by the orderer when completing the order fields while placing the order.
3. The orderer's personal data for delivery of the order is processed by means of batch processing, which means that the personal data entered by the orderer when placing the order is transferred directly without the involvement and verification of CompanyPass BV.
4. The delivery address/e-mail address is the data that the orderer made known to the entrepreneur when placing the order.
5. All orders will be delivered while stocks last.

Article 4 – Shipping costs

1. Shipping costs for orders within the Netherlands are included in the offer, unless stated otherwise on the designated website.
2. Shipments outside the Netherlands are made solely at the client's request and are at all times for the client's account.

Article 5 – Delivery time

1. After receipt of the order, CompanyPass BV will deliver within 48 hours, unless stated otherwise on the platform. However, all reported or stated delivery periods are only an indication and can therefore not give rise to any right or liability. During busy periods, the delivery time may be extended without this giving rise to any right or liability.
2. Exceeding a delivery date never entitles the client or the orderer to any compensation, to dissolution of the agreement or to any other action against CompanyPass BV. This is only different in the event of intent or gross negligence on the part of CompanyPass BV or its management personnel.

Article 6A – Delivery of products

1. The order is delivered to the orderer at the delivery address specified by them via an external carrier.
2. When the order cannot be delivered to the orderer, the order is by default offered to the neighbours. The orderer receives a notification of this in the letterbox. The parcel is offered in this way four times, of which twice in the evening. If delivery of the parcel has not succeeded within those four times, it is returned to the distribution centre of CompanyPass BV. CompanyPass BV then contacts the orderer.

Article 6B – Delivery of physical tickets, e-tickets and gift cards

The order is delivered to the orderer as a physical ticket, gift card or e-ticket. This is indicated per offer on the relevant website.

1. The physical tickets and gift cards are delivered to the orderer at the delivery address specified by them via an external mail-order company.
2. Physical tickets and gift cards sent by CompanyPass BV are in a blank envelope bearing postage and the orderer's address. The postcode and house number of CompanyPass BV are printed on the back of the envelope.
3. E-tickets are sent to the orderer at the e-mail address specified by them. The e-tickets can be retrieved by the orderer from the received e-mail via a hyperlink.

Article 7 – Subsequent delivery

CompanyPass BV is not bound to subsequent delivery of orders if these have been taken out of production by it or its suppliers or content providers, or have been withdrawn from the sales programme for any other reason.

Article 8 – Duty to notify

1. If the order is no longer available, CompanyPass BV will notify the orderer of this as soon as possible, but no later than within 30 days.
2. If possible, an alternative is offered by CompanyPass BV. The orderer is free to accept or refuse the alternative. In the event of refusal, the orderer is never entitled to any compensation or any other action against CompanyPass BV.
3. If the alternative is refused, the orderer's login code will be reactivated, so that the orderer can place a new order.

Article 9 – Complaints about damaged, defective or non-received orders

1. The orderer is obliged to check the delivered item or the packaging for defects immediately upon receipt.
2. Complaints in connection with any damaged receipt, defective receipt or incorrectly sent order must be submitted to CompanyPass BV by e-mail ([email protected]) within 24 hours of receipt.
3. The e-mail must state: the order number, surname and address details, name (and brand) of the ordered item and a detailed description of the part that is broken or missing.
4. Complaints about non-received physical tickets, physical gift vouchers, physical gift cards, traditional package or products are only possible within fourteen days after the maximum delivery period of the relevant tickets/products. After this period, complaints about a non-received order are not possible.
5. Complaints about non-received digital orders (e-tickets, digital gift cards, digital gift vouchers) are only possible if the e-mail, with a hyperlink to the e-tickets, has not been received at the e-mail address entered by the orderer when placing the order. If the e-mail has ended up in the spam filter or an incorrect e-mail address was entered by the orderer, CompanyPass BV is not liable and the orderer cannot lodge a complaint.
6. CompanyPass BV assesses the complaint within five working days.
7. If the complaint is found to be well-founded by CompanyPass BV, CompanyPass BV indicates in writing to which address the order should be returned. The order must be sent to CompanyPass BV in its original packaging, including a copy of the order.
8. CompanyPass BV only accepts returned products if and insofar as it has agreed to this return in writing in advance.
9. Any claim lapses if the complaint is made known to CompanyPass BV later than 24 hours after receipt of the order.
10. Minor deviations and differences customary in the trade or technically unavoidable in quality, colour, size or finish do not constitute grounds for complaint.

Article 10 – Warranty conditions

The order (with the exception of gift vouchers, e-tickets, gift cards, experiences, magazines or donations to charity) comes with a standard twelve-month warranty. The warranty procedure is as follows:

1. Report complaint: A complaint must be made known to CompanyPass BV by e-mail ([email protected]) within the warranty period with an extensive description. (Do not return the product).
2. Complaint handling: CompanyPass BV assesses the complaint.
3. Inform of complaint handling: Within ten working days, the orderer is informed by CompanyPass BV whether the complaint is found to be well-founded, about the method of return, the return address and further handling of the complaint.

Article 11 – Helpdesk/customer service

1. The telephone helpdesk/customer service of CompanyPass BV is available on working days from 09:00 to 17:00.
2. In addition to telephone support, the client or orderer can also send an e-mail to the helpdesk/customer service of CompanyPass BV ([email protected]). CompanyPass BV strives to answer e-mails within two working days.

Article 12 – Cancellation of agreement by orderer/consumer-client

1. If and insofar as there is a distance purchase under the law with a client being a natural person in the form of a consumer, consumer-client/orderer (not being a company), a cooling-off period of fourteen days applies after receipt of the order of the service, within which period this client may dissolve the agreement with CompanyPass BV in writing via a form that forms part of these general terms and conditions, unless the order concerns gift vouchers, an e-ticket, gift card, experience, magazines, traditional package, donation to charity or a form of leisure activity such as accommodation, transport, travel, single magazines (not subscriptions), a tailor-made gift concept, the seal has been broken, or concerns a service the performance of which has begun within the withdrawal period. In this latter case, the consumer, consumer-client/orderer is deemed to expressly waive the cooling-off period after acceptance of these general terms and conditions, as already accepted when placing the order.
2. Following written dissolution by the consumer-client/orderer, CompanyPass BV will make contact, after which the order can be returned to CompanyPass BV within fourteen days. Costs are for the account of the consumer-client/orderer. After receipt thereof, CompanyPass BV will, within fourteen days, proceed to full or partial (insofar as there has been use/consumption) repayment of the purchase price.

Article 13 – Liability

1. CompanyPass BV excludes all liability for any damage, direct or indirect, of whatever nature, arising from or in any way related to the use of the website and/or the information, or to the temporary impossibility of being able to consult the website and/or the information.
2. In addition, CompanyPass BV is not liable for damage, direct or indirect, resulting from the use of information or items obtained by means of the relevant website of the loyalty concept, nor for data that has been provided incorrectly or incompletely by the content provider.
3. Neither CompanyPass BV nor third parties whom it engages for the conclusion or performance of any agreement are liable for any damage, direct or indirect, arising from and related to the agreement, which the client or orderer or any third party involved by it in the performance of the agreement may suffer, regardless of the cause thereof.
4. More specifically, liability for CompanyPass BV is expressly excluded for the inability of the client or the orderer to make use of orders from third-party providers (such as gift vouchers and experiences), because those providers can no longer deliver the services or products due to bankruptcy or dissolution.
5. Without prejudice to the foregoing, CompanyPass BV is in any event never liable for non-delivery or late delivery, for data in brochures, catalogues, advertising material, quotations and the like, in the event of non-attributable shortcomings (force majeure), if the client or orderer themselves or a third party repairs the delivered item, makes changes to it, uses it for purposes other than those for which it is suitable or intended, overloads the delivered item and otherwise uses it improperly, for business and/or consequential damage, arising from whatever cause.
6. The exclusions or limitations of liability included in these terms and conditions do not apply insofar as the damage is the result of intent or gross negligence on the part of CompanyPass BV or its subordinates.
7. If, for whatever reason, CompanyPass BV cannot invoke the aforementioned exclusions of liability for direct/indirect damage that the client or the orderer has demonstrably suffered, the total damage of CompanyPass BV towards the client or orderer under the agreement concluded with the client will in no case be higher than the purchase price or the value of the part of the agreement from which the liability arises.
8. Direct damage is understood to mean exclusively:
   • The reasonable costs of determining the cause and extent of the damage;
   • Any reasonable costs incurred to make CompanyPass BV's defective performance conform to the agreement, unless these cannot be attributed to CompanyPass BV;
   • Reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.
9. Indirect damage is understood to mean in any event consequential damage, lost profit, missed savings and damage due to business interruption.

Article 14 – Applicable law & competent court

1. Dutch law applies exclusively to all agreements.
2. Disputes arising from an agreement between CompanyPass BV and the client that cannot be resolved by mutual consultation will be heard by the competent court within the district of The Hague, unless CompanyPass BV prefers to submit the dispute to the competent court of the customer's place of residence, and with the exception of those disputes that fall within the competence of the subdistrict court (kantonrechter).