New Heroes BV
New Heroes BV is a company registered in ’s-Hertogenbosch, the Netherlands, under CoC number 63316544 and VAT number NL8551.83.676.B01, with its registered office and place of business at 650 Bruistensingel, 5232 AJ, ’s-Hertogenbosch.
In these General Terms and Conditions, the following terms have the following meaning in plural or singular form:
Client: Each party entering into an Agreement with, or requesting an offer from New Heroes.
New Heroes: The private limited liability company New Heroes BV.
Parties: New Heroes and the Client/User;
Content: The Content made available to the Client/User.
IP rights: All intellectual property rights and related rights, such as copyrights, trade name rights
User: A natural person who is employed in the
Services: All services offered by New Heroes, in the broadest sense of the word.
Products: All products offered by New Heroes, in the broadest sense of the word.
The following Terms and Conditions are applicable
These General Terms and Conditions will, at all times, take precedence over the General Terms and Conditions of the User/Client.
If these General Terms and Conditions applied previously to a legal relationship between New Heroes and the Client, the Client is deemed in advance to have agreed to the applicability of these General Terms and Conditions in respect of any following agreements to be entered into.
We will only offer you (use of) our services in accordance with these General Terms and Conditions. If you do not agree to these General Terms and Conditions, you will not be able to use our services.
We devote a great deal of attention to the quality of our services, but if you are not completely satisfied, please contact us within six months. You can inform us via email, by clicking firstname.lastname@example.org. If you want to contact us by telephone, please call our customer service department at +31 73 84 49 910.
An Agreement is only entered into (1) by accepting in writing the order, registration or assignment from the Client, (2) by both Parties signing the Agreement, or, if the Client uses a Shop, (3) when an order is received from the Client, via the Shop, and if New Heroes has emailed the Client the order confirmation.
Offers and quotations from New Heroes are revocable, obligation-free and valid for the indicated period. If no period has been indicated, the offeror quotations
Without prejudice to the aforementioned, supplements and amendments to the Agreement can only be agreed upon in writing between New Heroes and the Client. New Heroes may at all times – where applicable – implement amendments, to reduce and/or remove the scope, content and/or functionalities of the Content, Products and/or Services. If the change is major, in New Heroes’ opinion, it will inform the Client in advance. If the change warrants such, in New Heroes’ opinion, New Heroes will enter into consultation with the Client, to discuss a possible reduction to the agreed fee for the Content, Products and/or Services.
Prices and payment conditions
The prices charged by New Heroes are exclusive of turnover tax and other government-imposed fees and exclusive of administration, installation and delivery
Payment must be made immediately, in the manner indicated via the Shop, if the Client purchases a Product or Service via a Shop. Other orders will be paid based on an invoice issued by New Heroes.
For vouchers, the voucher number is leading. A voucher must be activated before the end date indicated on the voucher.
Unless agreed otherwise in writing, invoices must be paid within fourteen (14) days of invoicing. New Heroes may demand prepayment, cash payment or security for payment from the Client.
Any payments to be made by the Client to New Heroes will be deducted from Client’s latest outstanding invoices.
The payment periods are firm deadlines. If the Client fails to pay within the specified time, the Client is automatically in default, without any notice of default being required, and must pay interest amounting to 1% a month or part of a month in respect of the outstanding amount, expressly in addition to any extrajudicial collection fees, being 15% of the invoice amount, with a minimum amount of EUR 150, exclusive of VAT, to be calculated on the principal amount and increased by interest. If the Client is not acting in the course of any profession or business, the Client must, in addition to the interest, pay compensation equal to the statutory maximum compensation that is allowed for extrajudicial collection fees.
The Client may not suspend payment or to offset payments due to real or alleged shortcomings on New Heroes’ part.
The commencement date is the date the subscription period starts as mentioned in the invoice. In so far the Client does not act in the course of any profession or business, the Client may cancel the subscription by logging into the New Heroes website, and then, by proceeding to cancel the subscription in accordance with the step-by-step plan listed on the website. After termination of the subscription, the Client will still be able to consult the tasks that were carried out during the subscription period but will no longer have access to other content offered by New Heroes.
Retention of title and risk
All of the Products supplied by the Client will retain the property of New
The risk of loss of, or damage to, Products will pass to the Client when the Client has the actual power of disposition.
All of the delivery or other periods mentioned or agreed by New Heroes are not firm deadlines. New Heroes duly undertakes to observe the delivery or other periods to the extent possible.
New Heroes may suspend performance of its obligations under an Agreement if the Client has failed to comply with its payment obligations or has failed to so within the specified time. The Client will have to pay any adverse effects.
Complaints, goods returned
Comments or complaints about Services and/or Products must be addressed to New Heroes within fourteen (14) days of receipt of the relevant Services and/or Products. If no such notification is made, any claim made in this respect against New Heroes will lapse.
New Heroes provides all Services on a reasonable efforts basis. If there are changes or additions resulting in a change of scope of the agreed Services,
If it has been agreed that a specific person will provide the Services, New Heroes may always replace this person by one or more equally qualified persons.
If New Heroes provides the Services in phases, New Heroes may delay the start of the work for a certain phase until the Client has approved the results of the previous phase
Without New Heroes’ permission, the Client will not be allowed to develop and/or offer similar training, based on the Training and/or learning materials provided.
New Heroes will not provide any personal data of the User(s) to third
Under the Dutch Personal Data Protection Act, the Client has obligations towards the Users, such as the responsibility to supply the data and to make changes to the system of New Heroes. The Client is responsible for the performance of these obligations and the Client guarantees that it will always abide by the Act.
Intellectual property rights
All IP rights connected to the Products and/or Services provided under the Agreement, and connected to the Content, will belong exclusively to New Heroes and/or its
None of the provisions of these General Terms and Conditions imply a transfer of IP rights.
The Client may not remove or alter any indication of IP rights in/on the Products and/or the Services or the results of the Services.
New Heroes expressly refrains from waiving any moral rights referred to in Article 25 of the Copyright Act.
If the IP rights for all or part of the Content, Products and/or Services belong to New Heroes’ licensors, the Client may possibly have to accept the third party’s licensing provisions- and licensing terms and conditions in order to be able to use (all of the functions of) the Products and/or Services. The Client will not have a valid claim against New Heroes, in this regard, if the Client does not wish to accept the third party’s licensing provisions- and licensing terms and conditions.
If it has been irrevocably established by law that the Products, Services and/or Content supplied by New Heroes constitute(s) an infringement of any IP rights belonging to a third party, or if, in New Heroes’ opinion, there is a good chance that such infringement will occur, New Heroes will, if possible, ensure that the Client can continue to use the Product and/or Service – or can at least use a functionally equivalent product or service – in an uninterrupted manner. Any other or further liability or indemnification obligation on New Heroes’ part, on account of infringement of third-party IP rights, shall be completely excluded.
Guarantees and indemnification
The Client will use the Products and/or Services at its own risk and under its own responsibility.
The Client guarantees that it will not use the Products and/or Services:
The Client indemnifies New Heroes against all claims from third parties, loss or damage, and costs resulting from and/or related to and/or the result of a breach of the above-mentioned guarantee from the Client.
New Heroes is not liable for any loss or damage resulting from imputable or non-imputable non-performance of the Agreement, unlawful act or any other ground, except insofar as provided in the following paragraphs.
New Heroes’ total liability for imputable non-performance of the Agreement, unlawful act or otherwise, expressly including any non-performance of a guarantee obligation agreed with the Client, is limited to compensation of the direct loss or damage up to the maximum amount paid or which should have been paid to New Heroes for the relevant Product or Service. In case of continuing performance contracts, one year is taken as a basis for the relevant Service. Under no circumstances, the total liability of New Heroes under the Agreement for whatever reason will be more than EUR 1000. Prior exclusions and limitations of liability for New Heroes also apply in respect of any guarantees and obligations to indemnify on the part of New Heroes.
Direct loss or damage exclusively means:
New Heroes excludes any liability for other direct or indirect loss or damage, including consequential loss or damage, derivative loss or damage, as well as immaterial loss or damage. Consequential loss or damage includes in this respect: lost profits, missed savings, reduced goodwill, loss due to business interruption, losses, costs incurred to prevent or assess any consequential loss or damage, loss of, changes to or damage of electronic data or loss or damage resulting from delays in the transport of the data traffic and all other loss or damage than those mentioned in this article.
This article does not in any way limit New Heroes’ liability in respect of loss or damage resulting from intentional or wilful recklessness on the part of New Heroes itself.
A prerequisite for any right to compensation is always that the Client reports the loss or damage in writing as soon as possible after it has arisen and that New Heroes is offered a reasonable period of repair and that New Heroes is given notice of default. Any right to compensation under this article will lapse if the Client has not made an unambiguous and written claim for compensation within three (3) months from the time that the loss or damage occurred for the first time.
The Client may only cancel or terminate the Agreement based on the following paragraphs.
Both Parties may terminate the Agreement, in full or in part, without the need for a written default notice or legal intervention, and without being obliged to pay any compensation, with immediate effect, if the other Party requests suspension of payment, files an insolvency petition of its own accord, is declared insolvent, the enterprise is taken over by the other Party or is liquidated or is ended for any other reason than for merging the enterprises, a considerable part of the assets of the other party is confiscated, or if the other Party is longer considered able to perform its obligations.
New Heroes and the Client may both terminate the Agreement, in full or in part, if the other Party imputably fails to fulfil its obligations under the Agreement and – after having received a proper and detailed written notice of default by registered post in which a reasonable period of at least thirty (30) days is given to fulfil its obligations – still imputably fails to meet its obligations under the Agreement.
New Heroes may terminate the Agreement, in full or in part, if and from the moment that the Product or Service – which is the subject of the Agreement – can no longer be supplied, is withdrawn from the market, or will otherwise become temporarily or permanently unavailable.
If, at the time of termination as intended in this article, the Client has already received services as part of
Articles which, by their nature, are destined to remain applicable after termination of the Agreement, will remain in full force upon termination of the Agreement.
Nullity/nullification of provisions
If any of the provisions of these General Terms and Conditions of Use are declared void or voidable, entirely or in part, or are otherwise found to be invalid, the remaining provisions will remain in full force. The provisions that are not legally valid or cannot be legally enforced will be replaced by provisions that approximate the intent of the original provisions to be replaced, to the greatest extent possible.
The Client cannot transfer or license or sublicense the rights and obligations arising from the Agreement, to a third party, unless New Heroes has provided its express written permission. New Heroes will not withhold such permission without reasonable grounds.
New Heroes may transfer and/or license or sublicense the rights and obligations arising from the Agreement, to a third party, without the Client’s permission.
Failure on New Heroes’ part, at any given time, to invoke the legal right(s) or authority assigned to it under the Agreement, will not constitute a waiver of such right(s) or authority.
Applicable law and jurisdiction of the court
These General Terms and Conditions of Use are governed exclusively by Dutch law. The applicability of the Vienna Sales Convention (CISG) is expressly excluded. The court with jurisdiction in the Oost-Brabant district has exclusive jurisdiction to decide on disputes arising in connection with these General Terms and Conditions of Use.
Amendments to the General Terms and Conditions
New Heroes reserves the right to amend the General Terms and Conditions. The amendments will take effect as soon as the updated General Terms and Conditions have been posted on the website. These General Terms and Conditions were last amended on 1 September 2017.
The provisions listed in this section (Online Products), will apply in addition to the above-mentioned General
Right of use
New Heroes will grant the Client a non-exclusive, non-transferable and non-sublicensable right to use the Online Products and the Content included therein, for a limited period of time, in accordance with the provisions of the Agreement, provided that the Client pays the applicable fee for the Online Product in full and within the specified time. Without prejudice to the other provisions of the Agreement, the Client’s right of use exclusively entails the right, in accordance with New Heroes’ instructions and specifications:
The Client may only use the Online Products for its own business operations and the Online Products may only be used by the agreed number of Users. The Client will not make the Online Products available to third parties.
Except to the extent permitted on the grounds of mandatory legal provisions, the Client shall not be allowed to alter, translate, reproduce, decompile, or reverse engineer the Online Products, or combine the Online Products with other works or create derivative works from the Online Products.
The Client will grant New Heroes and third parties appointed by New Heroes access to the area where the Online Product is stored and/or used, to check whether the Online Product is used in accordance with the right of use.
Implementation, new versions
The Client agrees to grant New Heroes the access, assistance, data
Unless agreed otherwise, New Heroes may, if deemed necessary in New Heroes’ opinion, take Online Products and one or more components thereof offline, temporarily, and/or to restrict the use thereof for the purpose of preventative maintenance or to implement corrections or changes, amongst other things. New Heroes will inform the Client as soon as possible if the Online Products will be temporarily unavailable or if use thereof will be
New Heroes guarantees that the Online Products are free of defects and will run without interruptions. New Heroes does not provide any guarantees in connection with suitability for a specific purpose or specific use.
New Heroes is not responsible for the acquirement and/or proper functioning of the Client’s infrastructure or that of third parties. New Heroes is not liable for loss, damage or costs resulting from transmission errors, failure to function or improper functioning of
The Client is responsible for meeting all possible technical and functional requirements imposed by New Heroes, in order for the Online Products to be used.
Login credentials and User
The Client needs login credentials in order to be able to use Online Products.
It is the Client’s responsibility to keep the login credentials secret. The Client must inform New Heroes immediately when it becomes aware of or suspects that unauthorized individuals have gained access to its login credentials, without prejudice to the Client’s own responsibility to take immediate and appropriate action, such as to change its login credentials, amongst other things. The Client will, at all times, be responsible and liable for use of the Content and Online Products by third parties using the Client’s login credentials. The Client will indemnify New Heroes against all loss, damage and costs resulting from and/or related to use of the Content and/or Online Products by third parties using the Client’s login credentials.
The Client is responsible and liable for use of the Online Products by Users and guarantees that Users will observe the provisions of the Agreement.
The Client is responsible for indicating to New Heroes which users may have access to the New Heroes platform. New Heroes can ensure that users will be blocked.
General Terms and Conditions of Use
The following General Terms and Conditions of Use apply when visiting and/or using the New Heroes BV (‘New Heroes’)
You are 18 or older or have permission from your parent or guardian to visit this website. If you do not agree to these General Terms and Conditions of Use, please leave the website immediately.
The greatest possible care is taken to maintain the New Heroes website. In spite of this, New Heroes cannot guarantee that the website and the Information published on it will always be complete, correct or up-to-date. This Information is intended solely as a source of information and is not intended as advice. New Heroes cannot guarantee that the Information does not constitute an infringement of the intellectual property rights of third parties or that it is otherwise unlawful towards third parties.
The Information on this website, originating from third parties, only conveys the relevant third party’s personal opinion. New Heroes is not responsible for the content of this Information and accepts no liability for it.
The website, design, text, ‘content’, logos, images and the manner of compilation are protected by the copyrights and/or intellectual property rights of New Heroes or its licensors.
You may consult this website and the Information and may make copies thereof for your own use, by printing or saving, for instance, except when indicated otherwise on the website or in the Information. Every other form of use of the website or the Information will be subject to New Heroes’ prior written permission.
When you use the publication options or interactive services on the website (as a User), you agree to the following General Terms and Conditions of Publication and to the forms of interaction:
New Heroes will determine whether or not the forms of interaction have been violated. New Heroes does not have to justify its decisions in this respect, whatsoever, to the User(s) or to third parties. New Heroes is not responsible for the content of contributions posted by Users of the website. New Heroes reserves the right to remove contributions at any given time, without having to justify its actions.
Suspension and termination
New Heroes may freely determine, at its discretion, whether any of the General Terms and Conditions of Use have been breached. New Heroes does not have to justify its decisions in this respect, to the User(s) or to third parties. If New Heroes is of the opinion that these General Terms and Conditions of Use have been breached, it may proceed to remove the relevant User’s access rights for (use of) the website. The aforementioned does not affect New Heroes’ ability to recover the loss or damage suffered by it, and by third parties, from the relevant User(s).
Exclusion and limitation of liability
The website and its content are offered without any guarantees, whether explicit or implicit.
New Heroes and its affiliates (including but not limited to its employees, managers, affiliate organisations or other representatives) are not liable for any loss or damage resulting from use of (or inability to use) this website or the Information, unless the loss or damage is a result of intentional actions or wilful recklessness on New Heroes’ part.
New Heroes is not responsible for the content or performance of external websites referred to via this website, nor is it responsible for the quality of any products or services offered on such websites, and consequently accepts no liability in that respect.
New Heroes is also not responsible for the content posted on this website by third parties, including Users.
Possible loss, damage and/or costs incurred by you, in connection with
Nullity/nullification of provisions
If any of the provisions of these General Terms and Conditions of Use are declared void or voidable, entirely or in part, or are otherwise found to be invalid, the remaining provisions will remain in full force. The provisions that are not legally valid or cannot be legally enforced, will be replaced by provisions that approximate the intent of the original provisions to be replaced, to the greatest extent possible.
Applicable law and jurisdiction of the court
These General Terms and Conditions of Use are governed exclusively by Dutch law. The court with jurisdiction in the Oost-Brabant district has exclusive jurisdiction to take cognizance of disputes which arise in connection with these General Terms and Conditions of Use.
Amendments to the General Terms and Conditions of Use
New Heroes reserves the right to amend the General Terms and Conditions of Use. The amendments will take effect as soon as the updated General Terms and Conditions have been posted on the website. These General Terms and Conditions were last amended on 1 September 2017.
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