JamesEdition Terms of Purchase

1. Parties

These Terms of Purchase (“Terms”) apply to all orders for services placed with JamesEdition B.V., Beethovenstraat 57-2, 1077 HN Amsterdam, The Netherlands ( “JamesEdition” or “Company”), VAT ID: NL856957392B01, by the customer identified in the applicable quote, order form, or similar purchasing document (the “Customer”).

By signing or otherwise accepting a quote, order form, insertion order or similar document that references these Terms (each a “Quote”), Customer agrees to be bound by these Terms.

2. Definitions

For the purposes of these Terms:

• “Services” means the services, advertising inventory, subscriptions and/or other offerings described in the applicable Quote.
• “Effective Date” means the start date specified in the Quote (or, if none is specified, the date of the last signature on the Quote).
• “Initial Term” means the initial subscription or engagement term specified in the Quote, starting on the Effective Date.
• “Renewal Term” means any subsequent term for which the Agreement renews in accordance with clause 4.
• “Term” means the Initial Term together with any Renewal Terms.

These Terms together with the applicable Quote form the “Agreement”.

3. Formation and Order of Precedence

3.1 Formation

The Agreement is formed when Customer signs or otherwise formally accepts a Quote issued by JamesEdition.

3.2 Precedence

If there is any conflict between these Terms and a Quote, the Quote shall prevail for that specific order, except with respect to renewal mechanics and minimum engagement, where these Terms shall prevail unless the Quote expressly states otherwise.

4. Term, Minimum Engagement and Renewal

4.1 Initial Term & Minimum Engagement.

The Agreement shall commence on the Effective Date and shall continue for the Initial Term specified in the Quote. The Initial Term constitutes the minimum engagement term, and Customer is committed to the full Initial Term. Customer may not terminate the Agreement for convenience during the Initial Term and remains liable for all fees due for the full Initial Term, whether or not Customer fully uses the Services.

4.2 Automatic Renewal

Unless either party gives written notice of non-renewal at least seven (7) days before the end of the then-current Term, the Agreement will automatically renew for successive Renewal Terms equal in length to the Initial Term (unless the Quote specifies a different renewal period).

4.3 Non-Renewal Notice

Notice of non-renewal must be given in writing (email is sufficient) and sent:

• by Customer to their designated JamesEdition representative or to billing@jamesedition.com, or
• by JamesEdition to the primary contact email specified by Customer in the Quote or in Customer’s account.

4.4 Changes at Renewal

Unless otherwise specified in the Quote, any changes to pricing, scope or conditions will apply from the start of the next Renewal Term and will be communicated to Customer in writing in advance.

5. Scope of Services

5.1 Services Defined by Quote

JamesEdition will provide the Services as set out in the applicable Quote and in accordance with the JamesEdition Terms of Use and any applicable product-specific guidelines as updated from time to time.

5.2 Service Modifications

JamesEdition may make non-material changes to the Services (including user interface, features or reporting) that do not materially reduce the overall functionality purchased. Material reductions will only apply from a future Term unless required by law or third-party constraints, in which case JamesEdition will use reasonable efforts to notify Customer.

6. Fees, Invoicing and Payment

6.1 Fees

Customer shall pay the fees specified in the Quote (“Fees”). All Fees are exclusive of VAT and any other applicable taxes, which shall be added as required by law.

6.2 Invoicing

Unless otherwise stated in the Quote:

• Fees for the Initial Term are invoiced on or shortly after the Effective Date; and
• Fees for each Renewal Term are invoiced on or shortly after the start of the Renewal Term.

6.3 Payment Terms

Customer shall pay all invoices within 7 days of the invoice date. Payments shall be made without set-off or deduction, except as required by law.

6.4 Late Payments.

If Customer fails to pay any amount when due, JamesEdition may (without prejudice to its other rights):

• charge interest on overdue amounts at the maximum rate permitted by applicable law; and/or
• suspend or restrict access to the Services until all overdue amounts are paid.

6.5 No Refunds

Except where expressly required by applicable law, Fees are non-cancellable and non-refundable. Early termination by Customer (other than for JamesEdition’s uncured material breach under clause 7.2) does not relieve Customer of its obligation to pay Fees for the full Initial Term or any then-current Renewal Term.

7. Termination

7.1 Termination for Convenience

The only method for termination for convenience is by giving valid notice of non-renewal in accordance with clause 4.2. Customer may not terminate for convenience during the Initial Term or any then-current Renewal Term.

7.2 Termination for Cause

Either party may terminate the Agreement by written notice if the other party commits a material breach and fails to remedy it within thirty (30) days after receiving written notice describing the breach. For non-payment, JamesEdition may terminate or suspend Services if payment is not made within fourteen (14) days after written reminder.

7.3 Effect of Termination

Upon termination or expiry of the Agreement:

• all amounts invoiced and unpaid shall become immediately due;
• with respect to early termination by Customer for JamesEdition’s uncured material breach under clause 7.2, Customer shall be liable only for Fees up to the effective date of termination, and any prepaid Fees for the period after termination shall be refunded on a pro-rata basis; and
• access to the Services may be disabled, and advertising or listings may be removed.

Clauses which by their nature are intended to survive (including payment, limitation of liability, governing law and jurisdiction) shall survive termination.

8. Customer Responsibilities

8.1 Content and Compliance

Customer is solely responsible for:

• the accuracy, legality and quality of any content, listings, data or materials it provides (“Customer Content”); and
• ensuring that Customer Content and Customer’s use of the Services comply with applicable laws, regulations and JamesEdition’s Terms of Use and quality/moderation criteria as updated from time to time.

8.2 Co-operation

Customer shall provide JamesEdition with timely access to necessary information, contacts and approvals to enable JamesEdition to provide the Services.

9. No Performance Guarantee

Customer acknowledges that JamesEdition does not guarantee any particular number of leads, enquiries, page views, conversions, sales, or revenue. Any metrics or reporting provided are for informational purposes only and do not constitute a guarantee of performance.

10. Warranties and Disclaimers

10.1 Limited Warranty

JamesEdition will provide the Services with reasonable skill and care and in a professional manner consistent with generally accepted industry standards.

10.2 Disclaimer

Except as expressly stated in these Terms, and to the fullest extent permitted by law, the Services are provided “as is” and JamesEdition disclaims all other warranties, representations and conditions, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

11. Limitation of Liability

11.1 Types of Loss Excluded

To the fullest extent permitted by law, neither party shall be liable to the other for any:

• loss of profits, revenue, or business;
• loss of anticipated savings;
• loss of or damage to data; or
• indirect or consequential loss or damage,

in each case arising out of or in connection with the Agreement, even if advised of the possibility of such loss.

11.2 Cap on Liability

Subject to clause 11.3, each party’s total aggregate liability arising out of or in connection with the Agreement (whether in contract, tort, negligence or otherwise) shall not exceed the total Fees paid or payable by Customer under the Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.

11.3 Exceptions

Nothing in the Agreement limits or excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any other liability that cannot be excluded or limited under applicable law.

12. Governing Law and Jurisdiction

12.1 Governing Law

The Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Netherlands.

12.2 Jurisdiction

The courts of Amsterdam, the Netherlands shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement, including any dispute relating to its existence, validity or termination.

13. Miscellaneous

13.1 Entire Agreement

The Agreement (these Terms together with the applicable Quote) constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, proposals or understandings.

13.2 Amendments

Any amendment to these Terms must be in writing and expressly agreed by both parties, except that updated versions of JamesEdition’s general website Terms of Use may be applied as stated therein.

13.3 Assignment

Customer may not assign or transfer the Agreement without JamesEdition’s prior written consent (not to be unreasonably withheld). JamesEdition may assign the Agreement to an affiliate or in connection with a merger, acquisition or sale of its business.

13.4 Notices

Formal legal notices under the Agreement shall be sent by email or registered mail to the contact details specified in the Quote or such other contact details as either party notifies in writing.

13.5 Severability

If any provision of the Agreement is held to be invalid or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.