Terms and Conditions of Service
Introduction & Scope.
Welcome, these are the Terms and Conditions of Service (hereinafter, the “Terms”) for the website available at the URL www.carrus.io (the “Site”). This is a legal agreement which sets out the terms and conditions on which Carrus International BV (hereinafter referred to as “Carrus”) will provide services to you or to the legal entity you represent. Carrus LLC is a company incorporated in the Netherlands, whose registered office address is Kraijenhoffstraat 137 A, Postcode 1018 RG, Amsterdam, Netherlands.
The terms ‘you’, ‘your’, and/or ‘yourself’ as used herein shall refer to you, a user of our Site, either as a general visitor, a registered residential user (hereinafter, a “Client”), and/or a registered independent contractor that provides cooking services to third parties in their personal address (hereinafter, a “Coach”).
User Agreement & Acceptance.
By accessing our Site, you are agreeing to be bound by these Terms, which constitute a legally binding user agreement, along with any and all applicable laws and regulations. By using our Site, you represent and warrant that you: (a) as a Client and/or Coach, are of legal age or legal capacity in your jurisdiction; (b) as a Coach, you comply with any and all necessary laws, rules, regulations and professional licensing terms of the applicable jurisdiction where you provide your cooking services to third parties; (c) as a Client and/or Coach, agree to all of the terms and conditions stated herein; and (d) as a Client and/or Coach, have the right, power, and authority to bind your represented entity or organization to these Terms.
You hereby acknowledge and covenant to abide by and comply with any applicable federal, state and local rules and regulations applicable to your use of our services. If you do not agree with any of these Terms, you are thereby prohibited from using or accessing this Site.
The Site’s accessibility to the user is solely provided for the user’s individual benefit. If you are using our Site in representation of a corporate third party, you hereby represent and warrant that you have the necessary power and authority in order to execute this agreement.
In order to use the functionalities and services provided, you will need to register for an account with us, thereby disclosing certain proprietary information, along with any personally identifiable information.
Carrus provides, operates and manages an online marketplace offering a selection of professional coaches, specialized on personal development, business development, leadership and entrepreneurship, among other specialties. Thus, our users may browse, review, select, reserve and purchase coaching sessions from our selection of registered professionals. Our Site is the best way to request personalized coaching experiences with one single platform (the “Services”).
Please keep in mind that our Coaches are independent contractors, not our employees, and that the Site only serves as a contact and payment platform among the Client and the Coach.
Account Registration and Security.
In order to use our Services, you will need to create an account with us, including all mandatory fields on our registration forms, as requested by us from time to time. You must provide accurate and complete information. You agree to keep secret the password chosen upon creating your account and not to communicate it to anybody. If you lose or disclose it, you must promptly inform us.
You are solely responsible for the activity that occurs on your account and for keeping your password secure and confidential, and must notify us immediately of any breach of security or unauthorized use of your account. You will be liable for any and all misuse of your account, including the fraudulent use by a third party, or even the disclosure of your password. We reserve the right to request identification and compliance documents from our users, at any time and at our sole discretion.
We offer two types of accounts: (i) main account for Clients who may be individuals or companies who want to book Coaches’ sessions; and (ii) account for Coaches that are professionals in their area and who have the capacity to deliver a coaching experience to a Client, whether remotely via digital platforms, or on-site.
By activating your account you become a registered member and gain access to certain features, including the ability to post certain information and interact with other users. You are solely responsible for the activity that occurs on your account and for keeping your password secure and confidential. Authorized users may be you or your affiliates’ employees, representatives, consultants, contractors, agents, or other third parties who are acting for your benefit or on your behalf. If you suspect a breach of security or unauthorized use of your account, you must notify us immediately of any change in your eligibility to use the Site and the Services.
Account for Clients.
As a Client, you will be able to undertake many actions through our Site, including but not limited to: (i) browse and revise lists of Coaches offered through the Site; (ii) review the credentials, experience, curriculum and overall details of each coaching experience by our assorted selection of Coaches (e.g. name, sex, gender, age, topic, location, time length, availability, type of coaching sessions delivered, duration, rating, price); (iii) select a Coach in order to contact him and engage his sessions; (iv) mark Coaches as favorite for easier future access; (vi) select/add/edit the Coaches of your choice to your shopping cart; and (vii) confirm the address, location, time, location restrictions and other details. In order to be able to contact Coaches, you will need to verify your account, usually via an email link. Once verification is complete, you account will be active.
As a Client, you will also be able to create an “organization” account, where you will be able to authorize your employees and set a monthly budget so they can enjoy the sessions of the Coaches, thus improving morale and productivity in your organization.
This will allow you to invite your employees to the platform, set a budget for each employee, and a monthly budget for the entire organization that cannot be exceeded. You will be able to connect your company credit card to our platform.
When your authorized employees find and pay for a coach, they can select to pay with the company account, which is saved on our system. In essence, we serve as a “coaching as a service” platform that allows companies to plug into our marketplace, streamline invoicing, and provide coaching to their employees (potentially as an employee benefit, or under their learning and development budget).
Our platform will notify you of each employee that selects a coaching session, and you will be able to augment, diminish or froze your monthly budget at any moment. You will also be able to de-authorize employees freely and also to pause the entire organization account, as it suits your needs.
Account for Coaches.
As a Coach, you will be able to undertake many actions through our Site, including but not limited to: (i) create, edit and list your profile the Site; (ii) review the properties of your coaching profile, edit and delete them and also mark them as available or inactive for the Clients (e.g. name, type, topic, type of credentials, experience and curriculum, available location, time zone, length of sessions, fee); (iii) receive, read, see and manage messages, negotiations, proposals and service´s history for your experience; and (iv) receive and read Client’s reviews and testimonials.
In order to be able to create and promote your services, you will need to verify your account and provide minimum documentation as requested by us, usually via an email link. Once verification is complete, you account will be active.
You may select your coaching profile to appear as inactive, and in turn it will not be displayed in the list in the front end of the Site.
You hereby represent, warrant and covenant to Carrus and its affiliates, licensors, agents and representatives that you have all necessary authorizations, licenses and permits to offer any and all related products and services, as required under your jurisdiction.
For our users who wish to open an account to provide their professional coaching services to Clients, we reserve the right to request certain basic documentation in order to carry out minimum background checks. Overall, we may request the following information in order to review each Coach and his contribution to our ecosystem:
- Personal and professional information (e.g. name, physical address, telephone number, email address, utility bills, driving license, proof of address, proof of professional registration or license).
- Information about service required, postal code and geographical location where the service is offered.
- Ratings and reviews of services on other platforms.
- Application information such as Coach’s experience, skills, credentials, portfolio, insurance policy coverage, eligibility to work, and availability.
- Social media accounts linking.
- Payment processing account linking.
- Other information requested by our service and payment processing providers, including the use of third party entities for ID check.
Each registration will be reviewed to ensure that it fits into one of our supported service categories. Some Coach categories will be incompatible or redundant with our current offerings, and may be rejected by us at any time and without prior notice. Accordingly, we reserve the right, but not the obligation, to open and close service categories as we deem convenient for our business. This means that we will have the right to deactivate or pause your profile at any moment, providing you with a notice at least ten (10) days before we deactivate or pause it.
Coach profiles should include information such as details of the services provided, images and videos, reviews, insurance information, and credentials. We offer certain functionalities targeted to Coach users, such as badges, advertising campaigns, profile enhancement and increased visibility. Some of these functionalities will be optional, and will be ruled according to their terms, price and conditions, to be indicated by us from time to time.
Carrus encourages parents, legal guardians and responsible adults to be actively involved in the safe use of the Internet by children and minors. Carrus does not generally provide its Services to persons under the age of eighteen (18). Users under the age of eighteen (18) may use Carrus, only with the express, unequivocal consent of their legal guardians.
Accordingly, we reserve the right to request any and all applicable proof of identification and consent proof from our users, at any moment, without prior notice, and at our sole and final discretion. All of our users are otherwise prohibited from providing us with personally identifiable information of persons under the age of thirteen (13).
We rely on authorized third-party payment processors in order to bill Clients and Coaches through a payment account linked to their personal account, and henceforth you hereby authorize us to charge the pertinent fees through your indicated payment processing account. As of the latest effective date of these Terms, we use Stripe as our payment processing platform.
Coaches will need to link their Stripe account to their Carrus account. Thus, by linking your Stripe account, you hereby authorize us the charging of fees through your indicated payment processing account. The processing of payments and the data transfer of your payment account will be subject to the fees, terms, conditions and privacy policies of such payment processors.
We do accept direct bank transfer for Client account credit of at least usd $1,000.00 or more. In such case, please contact our customer help team so we can arrange the details. We also accept credit cards to bill you through a payment account linked to your account.
Carrus is not responsible for any and all errors, fees and currency conversions fees by our banks and payment processor, and you should review their terms and policies from time to time, which will govern the provision of their services to you.
Once a coaching session is agreed, the Client will pay the cost through its account. Of the 100% of the price charged by a Coach for its sessions, Carrus will receive a 15% fee of the final coaching price as consideration for the provision of the entire Carrus platform. Of the 100% of the price charged by a Coach for its sessions, Clients will be charged a 3% Stripe payment processing fee. For example, a $100.00 coaching session will cost the Client $103, where a Coach keeps 75% of the original price ($75.00), Carrus will collect a 15% fee ($15.00), and Stripe will collect 3% ($3.00).
All payments are exclusive of taxes. Each Coach shall comply with its tax obligations individually and independently, and will not have the right to include or offset tax payments on its coaching fee.
Coaches are paid after a safety period of 5 working days after the coaching session has finished. If no mediation requests were filed by Client within the safety period, Coaches shall have the final order amount transferred to their Stripe account.
Disputes & Charge-backs.
You must provide us with valid and current billing information. Except as expressly set forth herein, all payment charges are final and non-cancelable. If we detect any chargeback or if any payment is not received by us or our payment processors for any reason, you will promptly pay us any and all amounts due to us upon notice. Any failure or inability by us to process any payment hereunder does not relieve you from your payment obligations.
A chargeback is typically caused when a customer disputes a charge that appears on their bank or payment processing statement. A charge-back may result in the reversal of a transaction, with the amount charged back to you. You can be assessed charge-backs for: (i) customer disputes; (ii) unauthorized or improperly authorized transactions; (iii) transactions that do not comply with payment processor network rules or are allegedly unlawful or suspicious; or (iv) any reversals for any reason by our payment processor or the institutions handling the transaction.
When a chargeback is issued, you are immediately liable to Carrus for the full amount of payment of the chargeback, plus any associated fees, fines, expenses or penalties (including those assessed by our payment processor or the financial institutions handling the transaction). Accordingly, you hereby represent and warrant that you expressly appoint Carrus as your agent, with full power to recover these amounts by debiting your account or setting off any amounts owed to you by us.
If we are unable to recover funds related to a charge-back for which you are liable, you will pay us the full amount of the chargeback immediately upon demand; thus you agree to pay all costs and expenses, including without limitation, costs assessed by our payment processor, legal fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any unpaid charge-backs unpaid by you.
We always aim to ensure that your Carrus experience is satisfying. However, if you decide to cancel or modify your order, Carrus must receive notification at least 24 hours prior to the scheduled date and time the Coach’s session. Failure to notify us will result in the session still being considered “in progress” and a charge being made to your Client account. In that case, full payment by the Client will still be required, and no refunds, exchanges, or transfers will be permitted for that Coach’s service.
Coaches do have the right to issue a refund for the appointed session, at their sole and final discretion, in which case, the Client will be able to contact the Coach and present the merit of its refund request.
If, for any reason a Client is not satisfied with the services provided by one of or selected Coaches, you must inform Carrus within the five days after completion of the Coach’s session. Carrus will deal with all dispute inquires within ten to fourteen working days, in which case the funds will not be released and will be kept frozen until the situation is amicably solved to the satisfaction of all parties.
Carrus offers mediation services for situations that include, but will not be limited to: (i) Clients who are not satisfied with the quality or merit of the service provided by a Coach, therefor alleging that the performance and/or quality of a coaching session is not what such Client may reasonably expect from the selected Coach given market conditions; and/or (ii) Coaches who ascertain that they effectively performed an completed an order but where a Client indicated that he requests a refund.
Please keep in mind that the race, gender, age, location or cultural background of the Coach are not grounds for a mediation request, as such items are clearly indicated on each Coach account and are freely available for your consultation before you are able to select a coaching session.
Both Clients and Coaches will be allowed to provide evidence and supporting documentation of their argument, which will be duly received and reviewed by Carrus.
Carrus will not take part in a dispute other than as a mediator, and will make use of the means available via the Services in order to achieve an amicable resolution among the users. If the dispute parties cannot reach resolution between themselves (having used all reasonable attempts to do so), the dispute may be escalated to Carrus by either party, and we will undertake our commercial efforts to offer a non-binding recommendation for the settlement of the dispute.
Non-Competition, Non-Solicitation Covenant.
Coach hereby acknowledges that, by virtue of the disclosure of confidential information by Carrus, Coach’s knowledge of the business operations and user directory of Carrus will enable a Coach to put Carrus at a significant competitive disadvantage if Coach is employed or engaged by or becomes involved in a competitive business for Carrus, namely a website providing an online directory that links consumers and professional coaches, allowing them to negotiate, agree and pay for the services of Coaches that were originally contacted via the Carrus platform.
Accordingly, Coach hereby covenants and agrees that, as long as Coach is a party to this agreement, within the territory consisting of the Netherlands, and for a period of one (1) years thereafter, it will not, directly or indirectly, individually or in partnership or in conjunction with any other person, without the consent of Carrus:
(a) be engaged, directly or indirectly, in any manner whatsoever, including, without limitation, either individually or in partnership, jointly or in conjunction with any other person, business, incorporated entity or as an employee, consultant, adviser, principal, agent, member or proprietor in any competitive business for the Site; and/or
(b) be engaged, directly or indirectly, in any manner whatsoever, including, without limitation, either individually or in partnership, jointly or in conjunction with any other person, business, incorporated entity or as an employee, consultant, adviser, principal, agent, member or proprietor in any competitive business in a capacity in which the loyal and complete fulfillment of Coach’s duties to that competitive business would: (i) inherently require that the Coach use, copy or transfer the confidential information of Carrus; and/or (ii) make beneficial any use, copy or transfer of the confidential information of Carrus.
As long as Client is a party to this agreement and for a period of one (1) year thereafter, within the territory consisting of the Netherlands, the Client and any entity affiliated or associated with Client shall not, during such period, without Carrus’ prior written consent: (i) solicit orders for products or services from Coaches in direct competition with the Site, with whom Client had knowledge of or dealings with during the time that such Client had access to the Site of Carrus; and/or (ii) solicit or entice away from their employment, or hire without the use of the Site, or engage as an independent contractor without using the platform of Carrus, any Coach or any subcontractor or independent contractor initially contacted through Carrus.
Upon the Case where a Client or a Coach deem convenient that they engage into a mutually beneficial commercial arrangement, both will first contact Carrus in order to ascertain the possibility of paying an exit fee. Please be advised that Carrus will not be obliged to accept such arrangement, at its sole and final discretion, in which case the non competition and non solicitation obligations set forth herein will remain into force.
Code of Conduct.
As our user, both Clients and Coaches agree not to undertake, motivate, or facilitate the use or access of the Site or the Services in order to:
- Infringe these Terms, or allow, encourage or facilitate others to do so.
- Plagiarize and/or infringe on the intellectual property rights or privacy rights of any third party, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right.
- Collect, receive, transfer or disseminate any personally identifiable information of any person without due consent from the title holder.
- Republish, sell, rent or sub-license content or materials from the Site without our authorization.
- Reproduce, duplicate or copy material from the Site without our authorization.
- Distribute, post or otherwise make available any content that: (i) infringes on or endangers the intellectual property rights of any person (e.g. trademark, moral rights, trade secret, copyright, ancillary rights or other); (ii) enables any act that could promote or cause discrimination, racism, harm, libel, hatred or violence against any individual or group; (iii) endangers children and underage persons; (iv) is or allows illegal or fraudulent activities to take place; (v) is or may constitute a criminal or capital offense or otherwise infringes on any applicable law; and/or (vi) is or can be considered to be obscene, sexually explicit material, pornographic, threatening/defamatory, plagiarized, firearms, tobacco, alcohol, marijuana, gambling, binary options, Forex, pornographic or analogous material.
- Collect, receive, transfer or disseminate any personally identifiable information of any person without due consent from the title holder.
- Intercept or monitor activity via our Site or Services, without our express authorization.
- Otherwise reverse engineer, decompile or extract the proprietary code of the Site and our Services.
Account Suspension & Termination.
Carrus encourages you to report violations of our Terms. Users undertaking conducts that may constitute a factual –or even alleged– breach of these Terms, including but not limiting, using automated mechanisms to make fraudulent communications, may become subject to immediate account suspension/termination, at our sole and final discretion, without notice and without responsibility.
We reserve the right, at our sole and final discretion, to deactivate, freeze, suspend or terminate any account upon any factual or alleged breach of these Terms. You must notify us immediately of any change in your eligibility to use our platform, or if you suspect a breach of security or unauthorized use of your account.
You acknowledge and agree that we may report any activity that we believe may violate any law to law enforcement, regulators or other relevant third parties, and that any violation of the aforementioned provisions may result in the immediate termination of your access to the Site or our Services.
Carrus encourages users to report violations of our Terms. Each user is solely responsible for their activities and any content posted, transmitted or otherwise made available via our Services.
You acknowledge and agree that we may report any activity that we believe may violate any law to law enforcement, regulators or other relevant third parties, and that any violation of the aforementioned provisions may result in the immediate termination of your access to the Carrus and our Services.
We reserve the right (but not the obligation) to monitor disputes between you and other of our users. We also reserve the right (but not the obligation) to delete items, products, services and user generated content that would be interpreted or considered offensive or spam.
The Site may allow you to subscribe to our newsletter service, which may be provided by us or through an authorized third party. Through our newsletter, you may receive information according to your user preferences. As our user, you will receive a conspicuous communication indicating your subscription thereof, and you will be able to select the amount and type of emails received by you. If you wish to unsubscribe, you will find ‘unsubscribe’ and similar links on our electronic communications, and also in your account preferences.
The trademarks, copyright, service marks, trade names and other intellectual property rights and proprietary notices displayed on the Site and the Services are the property of or otherwise are licensed to Carrus and its licensors and affiliates, whether acknowledged (or not), and which are protected under intellectual property laws, including copyright laws and treaties and other jurisdictions throughout the world.
Respective title holders may or may not be affiliated with us or our affiliates, partners and advertisers. No section hereof shall be construed as intent to grant to you any right transfer or interest in the Site or our Services, in whole or in part.
You acknowledge and agree that any and all infringing use or exploitation of copyrighted content in the Site and/or the Services may cause us, our affiliates, licensors or content providers irreparable injury, which may not be remedied solely at law, and therefore our affiliates, licensors or content providers may seek remedy for breach of these Terms, either in equity or through injunctive or other equitable relief.
Third-party Websites and Content.
From time to time, our Site and Services may contain hyperlinks to other websites. These links are for your personal convenience and to provide you with further information which may be of interest to you. The provision of such links does not imply any endorsement of such third-party websites (or their products and services). Please review the applicable terms and policies of such websites, including their privacy and data collection practices.
We may place ads and promotions from third-party sources in the Site. Accordingly, your participation or undertakings in promotions of third-parties other than Carrus, and any terms, conditions, warranties or representations associated with such undertakings, are solely between you and such third-party. Carrus is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Site.
Any testimonial or review about our company, our products or our Services, the services, sessions and activities of the listed Coaches, any user generated content created during a coaching session, along with any event or recommendation displayed within the Site, is made by the respective author and does not does not reflect Carrus’ opinions, nor do Carrus, its affiliates, subsidiaries, officers, employees and agents guarantee its actual veracity or make any endorsement thereof.
The events, statements, images, texts, posts, information, photographs and other content and media displayed on or through the Site or Site are not necessarily available and any results therefrom – which we cannot ultimately control – are out of our ultimate and complete scope. Some or all of the images shown in the Site and the Site are licensed and/or purchased stock photos, and are only shown for illustration purposes.
Changes to the Services.
Carrus reserves the right to modify, amend, suspend, terminate, upgrade, update or otherwise modify these Terms, the Site and the Services, at any time and without notice. Any changes will be displayed on the Site, and we may also notify you by email. Please refer to the last effective date where changes were last undertaken by us. Your use of our Services after the effective date of any update– either by an account registration or simple use – thereby indicates your acceptance thereof.
The content and/or information provided via the services and our Coaches do not contain or constitute and should not be interpreted as therapy or as medical advice, medical opinions or medical services, and there is no doctor-patient relationship or therapist-patient relationship between Carrus and you or our Coaches and you. Neither Carrus nor our Coaches provide medical services or render medical advice to you.
Our Services are not a substitute for the advice of a medical professional or therapist, and the information made available on or through the Services or from our Coaches should not be relied upon when making medical decisions, or to diagnose or treat a medical or health condition.
Carrus does not own, manage and/or control any Coaching operating company, nor does it engages into the legal, managerial, logistical, safety or regulatory activities necessary for any type of Coaching planning, organization or execution. Henceforth, Carrus’ responsibilities are limited to providing a platform for the promotion of Coaches and services undertook by third parties not affiliated with us. We are not responsible for any personal coaching session experiences, whether they are hosted or not, whether they take place or not, whether they have any artistic or technical merit, or if they satisfy the personal tastes of Clients or any person.
By disclosing any data and personally identifying information to us, you agree to our Policy, including the collection, process, storage and disclosure of such personally identifiable information, including to our affiliates, partners and clients. We will ask for your express consent, including for inclusion into our newsletters, updates, and follow ups. For more information, please read our Policy.
User Representations and Warranties.
You hereby represent, warrant and covenant that: (i) your use of our Site and Services, and all your uploaded and used data shall be at all times compliant with these Terms and all local, state, federal and international laws and regulations applicable to you and your organization; (ii) you have obtained all necessary rights, releases and permissions to provide any data to Carrus and its affiliates, licensors and agents; and to grant the rights granted to Carrus in these Terms, including without limitation any intellectual property rights or rights of publicity, privacy and any use, collection and disclosure authorized.
The term hereof shall begin on the date that comes first among: (i) first access to the Site; (ii) your first access or execution of our Services; or (iii) Carrus begins providing its Services to you.
The term hereof will automatically end on the earlier date of either your: (i) account deactivation, suspension, freezing or deletion; (ii) access termination or revocation for our Services; (iii) Carrus’ termination of these Terms, at its sole and final discretion; (iv) the termination date indicated by Carrus to you from time to time; or (v) Carrus’ decision to make the Site or the Services no longer available for use, at its sole and final discretion.
Termination for cause by Carrus.
These Terms, along with any and all licenses granted hereof may or will automatically terminate if you breach any of the terms and conditions contained herein. Upon termination for breach, your rights to use our Site, our Services and any information provided or generated thereby shall cease and you shall not be entitled to any compensation, credit, remedy or refund of any nature. In this case, please contact our support department in order to initiate the process of receiving a backup copy of your user data, if any, subject to the terms and conditions of our providers, such as Amazon Web Services or Google Cloud Platform.
Disclaimer of Warranty.
To the fullest extent permissible under applicable law, the Site and the Services are provided to you “as is”, with “all faults” and “as available”, without warranty of any kind. Carrus, and its affiliates, clients, agents, officers, licensors and/or distributors, do not make, and hereby disclaim, any and all express, implied or statutory warranties, either by statute, common law, custom, usage of trade, course of dealing or otherwise, however arising, including implied warranties of description, quality, fitness for a particular purpose, non-infringement, non-interference with use and/or enjoyment.
Disclaimer of Damages
In no event shall Carrus, its affiliates, clients, agents, officers, licensors, distributors and/or any authorized third party, be held liable for any special, indirect, incidental or consequential damages, including losses, costs or expenses of any kind resulting from possession, access, use, inaccessibility or malfunction of the Site or the Services or the Coach’s personal services, including but not limited to, loss of revenue, profits, business, loss of use or lack of material resources; whatsoever arising out of or related thereto, whether arising in tort (including negligence), contract, strict liability or other legal or equitable theory and whether or not Carrus, its affiliates, clients, licensors and/or distributors have been advised of the possibility of such damages.
Limitation of Liability.
If a user suffers loss or damage as a result of Carrus’ negligence or failure to comply with these Terms, any claim by such user against us will be limited in respect of any one incident, or series of connected incidents, to the fees paid by such user in the previous 3 months or the amount of direct loss or damage suffered by Customer, whichever is less.
These Terms provide you with specific legal rights, and you may have other rights that may vary from jurisdiction to jurisdiction. Legislation of some states/countries does not allow certain limitations of liability, and henceforth this limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
You shall indemnify, hold harmless, and defend Carrus, its affiliates, clients, agents, officers, licensors, distributors and/or any authorized representatives, and the officers, directors and employees of each (jointly, the “Carrus’ Indemnitees”) from and against any and all third party liabilities, claims, causes of action, suits, losses, damages, fines, judgments, settlements and expenses (including any and all reasonable outside attorneys’ fees and court costs) which may be suffered, made or incurred by any of such Carrus’ Indemnitees arising out of or relating to: (i) any breach of any warranties, representations and/or covenants made by you hereunder (to the extent not arising substantially from any breach hereof by Carrus); and/or (ii) any third party claim arising out of or in relation to Carrus or use thereof in combination with your business platform, including without limitation, any claim that Carrus violates, infringes, or misappropriates any proprietary or intellectual property right of any third party, including without limitation, any privacy right of any person, or violates any applicable law.
Assignment. These Terms will inure to the benefit of any successors of the parties.
Force Majeure. Carrus shall not be liable for any failure of performance on its obligations as set forth herein, where such failure arises from any cause beyond our reasonable control, including but not limiting to, electronic, power, mechanic or Internet failure.
Entire Agreement. These Terms set forth the entire agreement between the parties hereof and may not be altered or amended except in writing signed by both parties.
No Waiver. Failure by Carrus to enforce any rights hereunder shall not be construed as a waiver of any rights with respect to the subject matter hereof.
No Relationship. You and Carrus are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms.
Notices. All notices and other communications given or made pursuant to these Terms must be in writing and will be deemed to have been given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified; (b) when sent, if sent by facsimile or electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day; (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. Each party agrees to receive electronic documents and to accept electronic signatures, which shall thereto be considered valid substitutes for hardcopy documents and hand inked signatures.
Severability. If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of these Terms will remain in full force and effect.
Taxes. You are responsible for complying with all tax obligations associated with your account. It is important that you keep complete and accurate contact details in order for us to remit invoices, especially payment processing account details.
Applicable Law, Dispute Resolution
For any claim, cause of action, or dispute you have against us that arises out of or relates to these Terms, you agree that it will be resolved exclusively in the competent courts with jurisdiction in the City of Amsterdam, Netherlands. You also agree to submit to the personal jurisdiction of either of these courts for the purpose of litigating any such claim, and that the laws of the Netherlands will govern these Terms and any claim, without regard to conflict of law provisions. If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorney’s fees, court costs, and disbursements in doing so.
If you have any questions or comments about us, our Site, our Terms and/or these Terms, please contact us at:
Date of last effective update is October 1st, 2019.