Business Sales via DMGS

Version April 8, 2024

Below you will find the “Terms of Use for Business Sales via Dutch Museum Gift Shop (DMGS)”. We kindly ask you to read these carefully. By registering as a business seller via DMGS you agree to accept and comply with these terms of use, including all attachments.

N.B. From 1 January 2022 we charge € 500,- start-up costs.

Article 1 – Definitions

• dutchmuseumgiftshop.nl: dutchmuseumgiftshop.nl (named as DMGS) is located at (1098 RK) Amsterdam, Bunsenstraat 9-1. Operating in the Netherlands under VAT number: NL865271690B01 and, Amsterdam Chamber of Commerce 90302176.
• Environment: dutchmuseumgiftshop.nl, dutchmuseumgiftshop.com, and any other application designated by DMGS.
• Platform: the environment in which third parties can offer their products, falling within product categories designated by DMGS, to Users.
• User: any visitor to the Environment.
• Terms of Use: these Terms of Use for business sales via DMGS including all attachments and the information as included on the website.
• Business Seller(s): any Museum that has been registered with the Chamber of Commerce in the Netherlands or with the trade register in Belgium for at least 10 weeks and has a VAT number, has created a Sales Account, has accepted these Terms of Use and has been designated as a seller by DMGS accepted.
• Sales account: the account created by the Business Seller in the Environment.
• Articles: all products of which DMGS has indicated that they may be offered by Business Sellers in the Environment.
• Customer: a User of the Environment who proceeds to purchase an Item via the Platform.
• Purchase Agreement: the agreement that is concluded between the Business Seller and a Customer due to the purchase by the Customer of an Item from the Business Seller via the Platform.
• Content: (part of) the specifications of Articles in the Environment, which specifications and Articles can be adjusted by DMGS at any time, consisting of, among other things, text, images and technical specifications, which DMGS makes available for the benefit of the Business Sellers .
• Total price: price including VAT, shipping costs and, where applicable, disposal fee and all other possible amounts imposed by the government that are charged to the Customer.
• DMGS Marks: the DMGS word and figurative marks, as well as other distinguishing marks.
• Fee: the commission charged by DMGS to the Business Seller on the Sales Price, consisting of a variable component. This is 15% of the sales value of the product. If the product is stored and sent via the fulfillment company we use, then separate rates apply.
• Sales price: price including shipping costs, including any disposal fee and/or other government levies imposed, including VAT and including the service fee.

Article 2 – Sales account

1. Every Business Seller (also referred to as a Museum) must create a Sales Account before he can offer and sell Items on the Platform.
2. Registration as a Business Seller implies acceptance of the Terms of Use and of the obligation to comply with the Terms of Use.
3. In order to act as a Business Seller, the Business Seller must:
   1. have been registered with the Chamber of Commerce in the Netherlands or the trade register in Belgium for at least 10 weeks;
   2. to have a VAT number;
   3. to have an account with DMGS;
   4. have created a Sales Account in the Environment;
   5. confirm that the Terms of Use have been accepted;
   6. to have a Dutch or Belgian current account;
   7. to have a Dutch or Belgian postal address.
4. The Business Seller is entitled to offer Articles on the Platform in accordance with the Terms of Use from the moment the Sales Account is created.
5. The Business Seller can only participate with one (1) brand/trade name per Sales Account. If the Business Seller wishes to offer Items via the Platform under multiple brands/trade names, the Business Seller must create multiple Sales Accounts.
6. The Business Seller is at all times fully responsible for the use made of the Sales Account and for those who access the Sales Account. DMGS is at all times authorized for reasons of its own to suspend the use of the Sales Account by the Business Seller.
7. If the Business Seller fails to fulfill any payment obligation to DMGS, whether or not under these Terms of Use, DMGS is entitled to suspend the Business Seller’s use of the Sales Account until such payment obligation has been met.
8. The Business Seller is responsible for the accuracy of the data in its Sales Account.

Article 3 – Product Range

• The Business Seller can offer new and second-hand items. The Articles must meet the conditions.
• DMGS is solely entitled to determine which product categories and/or subcategories may be offered on the Platform and/or added to the Platform, as well as from which time this becomes possible. DMGS is also entitled to remove product categories and/or subcategories from the offer on the Platform, without the Business Seller being able to assert any right to DMGS as a result. DMGS reserves the right to exclude certain Items from the product categories and/or subcategories.
• DMGS is free to no longer allow the Business Seller to offer certain Items on the Platform. The Business Seller will discontinue and discontinue the offer of the relevant Item with immediate effect at the request of DMGS. If the Product is nevertheless still offered on the Platform, DMGS is entitled to remove the offer of the relevant Article itself.
  1. To protect DMGS and the Platform, DMGS strives for a positive price perception among its Customers. That is why, in principle, DMGS sets an RMP (= relevant market price) for each Article on its Platform from time to time. The RMP is set at the lowest outcome of the 2 methods below.
     • the Sales Price of the Item used by so-called ”relevant providers” outside the environment.
     • If there are 2 – 5 relevant providers, the RMP is the second-lowest Selling Price charged by these providers.
     • If there are > 5 relevant suppliers, the RMP is the third-lowest Selling Price charged by these suppliers.
     • If there are ≤ 1 relevant suppliers, if available, the recommended retail price as determined by the supplier of the Article (hereinafter the ‘List Price’) is also included in the determination of the RMP. If there is 1 relevant provider and a List Price available, the RMP is the highest of these. If no relevant provider is available, but there is a List Price, the RMP is equal to the List Price. If there is 1 relevant provider and no List Price available, the RMP is the price of this provider + X (X= the amount or percentage per tranche as included in column 1 of the table below, multiplied by 4).
  2. the highest price of the last known Sale Price of the Item in the Buy Block on the day prior to calculating the RMP or the most common Sale Price of the Item in the Buy Block in the 90 days prior to calculating the RMP.

DMGS will not display Items from the Business Seller on the Platform if:

• DMGS will not display second-hand Items from the Business Seller on the Platform if the Sale Price of the Item is higher than the Sale Price of the same Item that is currently offered as new on the Environment in the Buy Block, if applicable.
• DMGS is entitled not to include or remove from the Platform the offer or certain information provided by the Business Seller with regard to the offer if in DMGS’s opinion this is incorrect or misleading, or contrary to these conditions or, in the opinion of DMGS, may be harmful to the reputation of DMGS, the Platform or third parties.
• If possible, the Business Seller will offer free returns to Customers.

Article 4 – Order and delivery

• A User can place an order with DMGS for an Item offered by the Business Seller through the normal ordering process.
• An order for an Item offered by the Business Seller will then be processed in accordance with the agreements made.
• If the Business Seller receives an order via DMGS, the Business Seller is not entitled to settle the order outside the procedure.
• When sending the order, the Business Seller will use a shipping seal on which the DMGS order number associated with the order is included. If this is not possible, the Business Seller will use the packing slip to send the order that is made available to the Business Seller digitally for this purpose by DMGS. The Business Seller will print this packing slip and make no changes to it.

Article 5 – Customer relationship

1. If a Customer of the Platform proceeds to purchase an Item offered by the Business Partner, a Purchase Agreement is concluded between the Business Seller and the Customer. The Business Seller is obliged towards the Customer to use the general terms and conditions that have been added as Appendix 1 to these Terms of Use and form an integral part of them.
2. The Business Seller acknowledges that DMGS is not and/or will not be a party to this Purchase Agreement. However, Customers will have to accept the “Buying terms and conditions from other sellers” before Customers can enter into a Purchase Agreement with the Business Seller via the Platform. These terms and conditions apply between DMGS and the Customer and relate to the service to be provided by DMGS, being the Platform, and the use thereof by the Customer. DMGS reserves the right to change the “Buying Terms and Conditions from Other Sellers” from time to time.
3. The Business Seller is responsible for the proper fulfillment of the Purchase Agreement at its own expense and risk. The Business Seller acknowledges that in accordance with the provisions of these Terms of Use and the General Terms and Conditions of purchase from other sellers, the Customer may contact DMGS. The Business Seller will indemnify DMGS against any claim made by a Customer against DMGS, as a result of or in connection with the conclusion and/or performance of the Purchase Agreement.
4. The Business Seller acknowledges that DMGS uses so-called ‘service levels’, as included in Appendix 2 and that DMGS reserves the right to block the Sales Account if the Business Seller does not meet these service levels. DMGS reserves the right to change service levels.
5. The Business Seller will provide DMGS with the track & trace number of all Items sent by the Business Seller for the purpose of DMGS monitoring compliance with the service levels referred to in Appendix 2 by the Business Seller.
6. The so-called ‘after sales’, including but not limited to customer service, warranty and settlement of returns, is entirely at the expense and risk of the Business Seller. The Business Seller guarantees that questions it receives from Customers will be answered within twenty-four (24) hours.
7. The Business Seller acknowledges and accepts that Customers participate in an evaluation system (on the basis of which the Business Seller obtains a so-called ‘rating’) and can also write reviews about the Business Seller and have them posted on the Environment. DMGS has no influence on these reviews and will not censor them, unless the Business Seller demonstrates that a review is contrary to law or regulation, public order and/or morality, is only a product review or about another Business Seller contains any personal data(s) or URL or is fraudulent. Such reviews may be removed by DMGS as soon as it becomes aware of them.
8. The Business Seller is obliged to make its offer as well as the performance of the Purchase Agreement in accordance with applicable laws and regulations and to buy the General Terms and Conditions from other sellers (of DMGS, as amended from time to time). The Business Seller is not entitled to deviate from this, or to (re) close the sale with a Customer outside the Platform.
9. DMGS will send Customers a confirmation by email after the Purchase Agreement has been concluded. For the rest, contact with the customer is in accordance with the provisions. The Business Seller hereby irrevocably authorizes DMGS to communicate directly with the Customer on behalf and at the expense and risk of the Business Seller without DMGS becoming a party to the Purchase Agreement.

Article 6 – Payments

1. The Business Seller pays DMGS a Fee for each Article sold via the Platform, unless the Purchase Agreement is dissolved by a Customer within the term specified in the general terms and conditions included in Appendix 1. The Business Seller acknowledges that DMGS is entitled to unilaterally adjust the amount of the Fee for each subcategory and/or product category twice a year. The Business Seller will be informed of this seven (7) days prior to entry.
2. DMGS will set up the Platform in such a way that Customers pay to DMGS. DMGS will collect the payments from the Customers. In principle, DMGS only accepts Customers whom it also accepts for the purchase of its own Items and DMGS reserves the right at all times not to accept Customers. The Business Seller hereby grants DMGS the irrevocable right to exercise the collection rights arising from the Purchase Agreements in the name of DMGS and to the exclusion of the Business Seller.
3. The Business Seller is not entitled to accept payments made directly to him by the Customer. In that case, the Business Seller will refund the amount received to the Customer and point out to the Customers that payment can only be made to DMGS. The Business Seller hereby accepts that a payment by a Customer to DMGS releases the Customer from its obligation to pay the Business Seller.
4. If a Purchase Agreement is dissolved within the term as stated in the general terms and conditions included in Appendix 1, DMGS will return the payment directly to the Customer, within the term as stated in these general terms and conditions. In the event that the Business Seller has already received the payment of this Purchase Agreement from DMGS, DMGS is entitled to recover this amount from the Business Seller. If a Purchase Agreement is dissolved after the term as stated in the general terms and conditions included in Appendix 1, the Customer must contact the Business Seller directly in order to have a payment returned. DMGS is not a party to this and is not involved in the refund or non-refund of the amount paid by the Customer and/or the exchange of the relevant Item. DMGS is not obliged to reimburse any amount to the Business Seller because of a Purchase Agreement that is dissolved after this period and DMGS is entitled to retain the commission.

Article 7 – Services DMGS

1. The Business Seller may be eligible for payment of a certain amount by DMGS under the guarantee scheme to compensate the damage of the Business Seller in the event that the Customer fails to fulfill its payment obligation. It is at the sole discretion of DMGS whether a Business Seller qualifies for the guarantee scheme with regard to a particular order and what the maximum guarantee amount is that the Business Seller can claim in that case. If the Business Seller does not qualify for the guarantee scheme, the Business Seller accepts the payment risk with regard to the amount that is not covered by the possible guarantee scheme and DMGS is never liable towards the Business Seller for payment thereof.
2. The payments received by DMGS will be deposited by DMGS, after deduction of the Fee as determined in article 6.1 of these Terms of Use and any settlement(s) in accordance with article 7.3 of these Terms of Use, to the account number specified by the Business Seller. Payment is made by DMGS in principle once per calendar month as included in the Sales Account. DMGS will prepare an invoice for these payments.
3. DMGS is entitled to set off all amounts to be received from the Business Seller in accordance with these Terms of Use, or amounts to be received under any other agreement concluded with the Business Seller such as the Terms of Use Logistics via DMGS, against the next payment of the payments received by DMGS as referred to in article 6.2. DMGS may also elect to send an invoice for these amounts, which the Business Sales must pay within the term stated on the invoice.
4. DMGS has made agreements with a fulfillment company on behalf of its Business Sellers for the delivery of Items in the Netherlands and Belgium. The fulfillment Company has again entered into an agreement with bpost N.V., Koninklijke PostNL B.V., DHL Parcel B.V., DPD N.V. and DPD (Belgium) N.V., on the basis of which the Business Sellers can use the shipping service of this Fulfillment Company against payment of a fee to The Fulfillment Company. parties when sending an Item to a Customer.

Article 8 – E-mail communication between the Business Seller and the Customer

1. DMGS has built an e-mail application for the purpose of communication between the Business Seller and the Customer (including the after sales obligations as referred to in Article 5.6), which makes it possible for both the Business Seller and the Customer to send e-mails via e-mail. mail to contact each other through their respective accounts. This is without prejudice to the Customer’s right to contact the Business Seller by telephone.
2. All communication through this e-mail application is stored by DMGS on its servers and can be viewed and used by DMGS to:
   • to support the Business Seller and/or the Customer in case of questions and/or problems;
   • to assess whether the Business Seller complies with the provisions of Appendix 2 (SLA) and Article 10.2 of these Terms of Use; and
   • to analyze process improvements.
3. The Business Seller hereby expressly agrees and authorizes DMGS to store, view and use the communication that takes place via this e-mail application in accordance with the provisions of paragraph 2 of this article.
4. The communication that takes place via this e-mail application will be stored by DMGS for a maximum of two years.

Article 9 – Use of Content

1. If the Business Seller offers Items via the Platform that are included in the product range, the so-called catalogue, of DMGS, then with the offer of the relevant Item from the Business Seller on the Platform, insofar as DMGS has access to it, DMGS will image along with associated information.
2. The Business Seller only acquires the non-exclusive non-transferable right to use the Content in accordance with these Terms of Use and solely for the purpose of sale via the Platform. The Business Seller will in each case immediately follow all possible instructions from DMGS given from time to time. The Business Seller will never use or cause this use to be exercised in a misleading or somewhat harmful way for DMGS. If the Business Seller makes changes to existing Content, these changes must comply with the content requirements set by DMGS in this Article 9, which requirements may be changed by DMGS from time to time.
3. If the Business Seller wants to offer Items on the Platform, about which DMGS has no information available, the Business Seller must provide DMGS with the required (product) information. This (product) information must comply with the content requirements set by DMGS in this article 9, which requirements may be changed by DMGS from time to time.
4. The Business Seller guarantees that:
   • the Item Descriptions do not contain references to discounts, warranty schemes, “sales slogans” or other products;
   • the Item Descriptions do not contain URLs to your own or other websites;
   • the images do not contain discount labels, watermarks, company names and/or company logos;
   • the (product) information provided does not infringe the rights of third parties, including, but not limited to, intellectual property rights (eg trademark rights and copyrights);
   • the (product) information supplied by him is in the Dutch language.
5. The Business Seller hereby grants to DMGS a non-exclusive, transferable license to use, reproduce and disclose the (product) information obtained from Business Seller indefinitely, worldwide and forever, in all media, now known or under development. in the future. The Business Seller guarantees that it is authorized to grant this license (possibly already now for then).
6. DMGS is at all times entitled to remove, change or adjust supplied (product) information.
7. DMGS is not obliged to use (product) information supplied by the Business Seller or to display this (product) information on the Platform.
8. The Business Seller must provide the (product) information to DMGS in accordance with the conditions.
9. The Business Seller fully indemnifies DMGS against all damage and/or costs of whatever nature resulting from the non-fulfilment of one or more obligations of this article 9.

Article 10 – Privacy

1. DMGS only provides the Business Seller with the personal data of the Customers (hereinafter: Customer Data) insofar as this Customer Data is necessary for the Business Seller to execute the Purchase Agreement, including the so-called after sales obligations, or when the Customer has given his consent for this. This concerns in any case name, address and place of residence (hereinafter: “NAW data”) and the telephone number if a delivery appointment has to be made.
2. The Business Seller guarantees that it will only approach the Customers in connection with the execution of the Purchase Agreement and the obligations arising from the Purchase Agreement and that it will never commercially exploit or use Customer Data. The Business Seller will only use the Customer Data and have it included (or have it included) in one of its databases for the performance of its obligations as referred to above and to comply with its accounting obligation. Even after termination of the Sales Account, the Business Seller is not entitled to commercially exploit or use Customer Data. In the event of violation of the provisions of this article, the Business Seller is liable for all damage suffered by DMGS.
3. The Business Seller will treat all Customer Data in accordance with all applicable laws and regulations (including but not limited to the General Data Protection Regulation).
4. DMGS does not guarantee the correctness of the (personal) data (supplied by Customers).

Article 11 – Warranties and obligations

1. The Business Seller represents and warrants that it has the right to accept, abide by and grant the rights it grants hereby.
2. The Business Seller guarantees that:
   • only Items are offered that are in stock at the Business Seller;
   • ninety-eight percent (98%) of the Items are at all times delivered within the delivery time stated by the Business Seller on the Platform, unless the Business Seller has agreed a different delivery time with the Customer;
   • only Items will be offered in the product categories opened up by DMGS;
   • the Articles offered by it are its property, the Articles and the offer are not misleading or otherwise contrary to applicable laws or regulations, that they are authorized to offer these Articles for sale on the Platform and to dispose of them and that the offered Articles are always the original Articles and they are not counterfeit articles;
   • the offer on the Platform will comply with Dutch and Belgian laws and regulations;
   • the Items function properly and show no defect;
   • the Articles offered by it and the (product) information provided by it do not infringe any rights (such as, but not limited to, intellectual property rights);
   • the actions of the Business Seller and/or Items of the Business Seller will not damage the reputation and/or image of DMGS or the Environment;
   • it acts in accordance with the General Terms and Conditions of Purchase from Other Sellers, as well as all applicable laws and regulations;
   • it acts at all times in accordance with the guidelines and instructions of DMGS with regard to the installation and use of the Platform.
3. The Business Seller will indemnify DMGS against any and all damages of claims against DMGS arising from failure to comply with the warranties of this section.
4. The Business Seller is not permitted to send advertising statements with the delivery of Articles to the Customers, or to deliver commercial statements to the Customers in any other way.

Article 12 – Intellectual property rights

1. DMGS obtains the non-exclusive non-transferable right to use the Business Seller’s logo and word mark as long as the Business Seller offers Articles on the Platform on the Environment as well as in communication and advertising expressions in all media for (the offer of) the Platform.
2. The Business Seller acknowledges that all (intellectual property) rights in the Environment, the design, the Content and all DMGS Brands and logos are and remain the property of DMGS and may in no way be used by the Business Seller without the prior written consent of DMGS. used. The Business Seller will always fully respect the intellectual property rights and all other rights of an exclusive nature of DMGS and third parties.
3. The Business Seller will under no circumstances deposit and/or register in its own name a trademark or domain name registration containing the element “dutchmuseumgiftshop” or a similar element or logo. Any use of DMGS’s Marks and/or logos by the Business Seller requires prior written approval from DMGS.

Article 13 – Termination of DMGS Business Sellership

1. DMGS is at all times entitled, without giving any reason, not to grant a Business Seller a Sales Account, to impose additional requirements for the granting of a Sales Account, to block an already created Sales Account or to terminate the Business Sellership with immediate effect. This will be the case, for example, if DMGS suspects that one or more of the applicable terms and conditions are being violated, there is fraud, the use of the Sales Account disrupts the proper functioning of the DMGS Environment or, in the opinion of DMGS, could be harmful. are for the good name of DMGS or third parties.
2. DMGS is also at all times entitled to no longer make the functionalities for the Business Sellership available.

Article 14 – Consequences of termination of DMGS Business sellership

1. If the Business Sellership is terminated for any reason:
   1. the Sales Account is blocked;
   2. the Business Seller is no longer entitled to use the Content, the Articles and the DMGS marks (to the extent that such right already existed).
2. The Business Seller shall not be entitled to any compensation from DMGS in connection with the termination of the Business Sellership by DMGS and the Business Seller hereby waives any right to any compensation or damages.

Article 15 – Liability

1. The Business Seller is fully responsible and liable for the use of the Sales Account.
2. The Business Seller fully indemnifies DMGS against all damage and/or costs of whatever nature arising from the non-compliance with one or more obligations under these Terms of Use.
3. The Business Seller undertakes in its activities under this agreement to fully comply with all applicable privacy laws and regulations, such as the General Data Protection Regulation, and indemnifies DMGS against all damages and/or costs of any kind.
4. Unless there is intent and/or gross negligence on the part of DMGS, DMGS is in no way liable for damage and/or costs of any kind incurred by the Business Seller in connection with the use of the Platform, the Sales Account, the Content and/or the Articles, such as – but not limited to – damage and costs as a result of the improper functioning of the Platform, technical malfunctions, incorrect Content information, etc.
5. In the event that the exclusion of liability as referred to in Article 15.4 is wholly or partially annulled or annulled by a competent court, the parties hereby already now agree that DMGS will in that case only be liable for the direct demonstrably suffered/incurred damage/ costs (excluding consequential/indirect damage/costs) and this liability for these direct damage/costs in total will never exceed €500 (in words: five hundred euros) per year.

Article 16 – Miscellaneous

1. The Business Seller will never act as an agent or representative of DMGS and in particular will not make any representations or obligations for or on behalf of DMGS. The Business Seller fully indemnifies DMGS against all damages and/or costs of whatever nature arising from the non-compliance with this article.
2. The Business Seller is not entitled to transfer (part of) his/her Business Sellership to a third party, unless DMGS has given its prior written permission to do so.
3. DMGS reserves the right to change these Terms of Use at any time. The amended Terms of Use will be effective upon posting to the Environment. If a Business Seller subsequently continues to use his Sales Account, he thereby accepts the applicability of the amended Terms of Use. It is therefore advisable to consult the Terms of Use before using the Sales Account. In the event that the amended Terms of Use are not acceptable to the Business Seller, the Business Seller is entitled to terminate the Business Sellership.
4. If any provision of these Terms of Use should be in conflict with applicable law, this provision will be amended in such a way that it will be in accordance with applicable law, as far as possible with due observance of the purport of the relevant provision.
5. The Business Seller agrees that DMGS will inform it from time to time by e-mail at the e-mail address known to DMGS about the use and possibilities of the Platform and/or Sales Account, such as but not limited to the operation and (any new) (application) possibilities of the Platform and/or the Sales Account (so-called service emails).

The Business Seller Conditions and the Business Sellership are exclusively governed by Dutch law and disputes will be submitted to the competent Dutch court in Amsterdam.