Terms of Service

GENERAL TERMS AND CONDITIONS Visphi 

E-mail: hello@visphi.com
Website: visphi.com

Definitions

1. Visphi: Visphi, established in Amsterdam, Chamber of Commerce no. 85953350.
2. Customer: the party which Visphi has entered into an agreement with.
3. Parties: Visphi and customer together.
4. Consumer: a customer who is an individual acting for private purposes.

Applicability

1. These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Visphi. 
2. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
3. The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.

Prices

1. All prices used by Visphi are in euros, are inclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
2. Visphi is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise, at any time.
3. The parties agree on a total price for a service provided by Visphi. This is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.
4. Visphi is entitled to deviate up to 10% of the target price. 
5. If the target price exceeds 10%, Visphi must let the customer know in due time why a higher price is justified. 
6. If the target price exceeds 10%, the customer has the right to cancel the part of the order that exceeds the target price by 10%. 
7. Visphi has the right to adjust prices annually. 
8. Visphi will communicate price adjustments to the customer prior to the moment the price increase becomes effective.
9. The consumer has the right to terminate the contract with Visphi if he does not agree with the price increase. 

Payments and payment term

1. Visphi may, at the conclusion of the agreement, require a down payment of up to 50% of the agreed amount. 
2. The customer must have paid the full amount within 7 days, after delivery.
3. Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without Visphi having to send the customer a reminder or to put him in default. 
4. Visphi reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products.

Payments and payment term

1. Products are immediately paid for.
2. Visphi may, at the conclusion of the agreement, require a down payment of up to 50% of the agreed amount.
3. The customer must pay invoices of Visphi within 7 days __________, unless parties have made other agreements about this or if the invoice has a different payment term.
4. Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without Visphi having to send the customer a reminder or to put him in default. 
5. Visphi reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products. 

Consequences of late payment

1. If the customer does not pay within the agreed term, Visphi is entitled to charge an interest of 2% per month for non-commercial transactions from the day the customer is in default, whereby a part of a month is counted for a whole month.
2. When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Visphi. 
3. The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs. 
4. If the customer does not pay on time, Visphi may suspend its obligations until the customer has met his payment obligation. 
5. In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of Visphi on the customer are immediately due and payable. 
6. If the customer refuses to cooperate with the performance of the agreement by Visphi, he is still obliged to pay the agreed price to Visphi. 

Right of recovery of goods 

1. As soon as the customer is in default, Visphi is entitled to invoke the right of recovery with regard to the unpaid products delivered to the customer.
2. Visphi invokes the right of recovery by means of a written or electronic announcement.
3. As soon as the customer has been informed of the claimed right of recovery, the customer must immediately return the products concerned to Visphi, unless the parties agree to make other arrangements about this. 
4. The costs for the collection or return of the products are at the expense of the customer.

Right of withdrawal 

1. A consumer may cancel an online purchase during a cooling-off period of 14 days without giving any reason, provided that:
2. the product has not been used
3. it is not a product that can spoil quickly, like food or flowers
4. the product is not specially tailored for the consumer or adapted to its special needs
5. it is not a product that may not be returned for hygienic reasons (underwear, swimwear, etc.)
6. the seal is still intact, when the product is a data carrier with digital content (DVDs, CDs, etc.)
7. the service does not concern accommodation, travel, restaurant business, transport, catering assignment or form of leisure activity
8. the product is not a separate magazine or a loose newspaper
9. the purchase does not concern an (assignment to) urgent repair
10. it does not concern a service that is fully performed with the consent of the customer within the 14 calendar days right of withdrawel period and the consumer has not renounced his right of withdrawal
11. The cooling-off period of 14 days as referred to in paragraph 1 commences:
    1. on the day after the consumer has received the last product or part of 1 order
    1. as soon as the consumer has received the first the product of a subscription
    1. as soon as the consumer has purchased a service for the first time
    1. as soon as the consumer has confirmed the purchase of digital content via the internet
12. The consumer can notify his right of withdrawal via hello@visphi.com, if desired by using the withdrawal form that can be downloaded via the website of Visphi, visphi.com.
13. The consumer is obliged to return the product to Visphi within 14 days after the notification of his right of withdrawal, after which period his right of withdrawal will lapse. 

Reimbursement of delivery costs

1. If the purchase costs and any other costs (such as delivery costs) are eligible for reimbursement according to the law, Visphi will refund these costs to the consumer within 14 days of receipt of the timely appeal to the right of withdrawal, provided that the consumer has returned the product to Visphi in time.
2. The costs for return are only reimbursed by Visphi if the complete order is returned.

Reimbursement of return costs

If the consumer invokes his right of withdrawal and returns the entire order on time, the costs for returning the complete order will be borne by the consumer.  
 

Suspension of obligations by the customer

The customer waives the right to suspend the fulfillment of any obligation arising from this agreement.

Right of retention 

1. Visphi can appeal to his right of retention of title and in that case retain the products sold by Visphi to the customer until the customer has paid all outstanding invoices with regard to Visphi, unless the customer has provided sufficient security for these payments. 
2. The right of retention of title also applies on the basis of previous agreements from which the customer still owes payments to Visphi.
3. Visphi is never liable for any damage that the customer may suffer as a result of using his right of retention of title.

Settlement 

The customer waives his right to settle any debt to Visphi with any claim on Visphi. 

Retention of title 

1. Visphi remains the owner of all delivered products until the customer has fully complied with all its payment obligations with regard to Visphi under whatever agreement with Visphi including of claims regarding the shortcomings in the performance.
2. Until then, Visphi can invoke its retention of title and take back the goods. 
3. Before the property is transferred to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products. 
4. If Visphi invokes its retention of title, the agreement will be dissolved and Visphi has the right to claim compensation, lost profits and interest.

Delivery 

1. Delivery takes place while stocks last.
2. Delivery takes place at Visphi unless the parties have agreed upon otherwise.
3. Delivery of products ordered online takes place at the address indicated by the customer. 
4. If the agreed price is not paid on time, Visphi has the right to suspend its obligations until the agreed price is fully paid. 
5. In the event of late payment, the customer is automatically in default, and hereby he cannot object to late delivery by Visphi.

Delivery period

1. Any delivery period specified by Visphi is indicative and does not give the customer the right to dissolution or compensation if this period is not met with, unless the parties have expressly agreed otherwise in writing.
2. The delivery starts once the customer has fully completed the (electronic) ordering process and received an (electronic) confirmation of his order from Visphi. 
3. Exceeding the specified delivery period does not entitle the customer to compensation or the right to terminate the contract, unless Visphi cannot deliver within 14 days after the customer has urged him to do so in writing or if the parties have agreed upon otherwise.

Actual delivery

The customer must ensure that the actual delivery of the products ordered by him can take place in time.

Transport costs 

Transport costs are paid by the customer, unless the parties have agreed upon otherwise.

Packaging and shipping 

1. If the package of a delivered product is opened or damaged, the customer must have a note drawn up by the forwarder or delivery person before receiving the product. In the absence of which Visphi may not be held liable for any damage.
2. If the customer himself takes care of the transport of a product, he must report any visible damage to products or the packaging prior to the transport to Visphi, failing which Visphi cannot be held liable for any damage.

Insurance

1. The customer undertakes to insure and keep insured the following items adequately against fire, explosion and water damage as well as theft:
   1. goods delivered that are necessary for the execution of the underlying agreement
   1. goods being property of Visphi that are present at the premises of the customer
   1. goods that have been delivered under retention of title 
2. At the first request of Visphi, the customer provides the policy for these insurances for inspection. 

Storage 

1. If the customer orders products later than the agreed delivery date, the risk of any quality loss is entirely for the customer.
2. Any extra costs as a result of premature or late purchase of products are entirely at the customer’s expense.

Guarantee

1.  When parties have entered into an agreement with services included, these services only contain best-effort obligations for Visphi, not obligations of results.
2. The warranty relating to products only applies to defects caused by faulty manufacture, construction or material. 
3. The warranty does not apply in the event of normal wear and tear and damage resulting from accidents, changes made to the product, negligence or improper use by the customer, or when the cause of the defect cannot clearly be established.
4. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties, will pass on to the customer when these products are legally and/or factually delivered, at least are in the power of the customer or of a third party who receives the product for the benefit of the customer.

Exchange

1. Exchange is only possible if the following conditions are met:
2. exchange takes place within 14 days after purchase upon presentation of the original invoice
3. the product is returned in the original packaging or with the original (price) tags still attached to it 
4. the product has not been used
5. Discounted items, non-shelf articles such as food, custom made items or specially adapted articles for the customer and Digital goods, membership, entrance fee cannot be exchanged.

Performance of the agreement

1. Visphi executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. 
2. Visphi has the right to have the agreed services (partially) performed by third parties.
3. The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the customer. 
4. It is the responsibility of the customer that Visphi can start the implementation of the agreement on time.
5. If the customer has not ensured that Visphi can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.

Duty to inform by the customer 

1. The customer shall make available to Visphi all information, data and documents relevant to the correct execution of the agreement to in time and in the desired format and manner.
2. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement. 
3. If and insofar as the customer requests this, Visphi will return the relevant documents. 
4. If the customer does not timely and properly provides the information, data or documents reasonably required by Visphi and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the customer.

Cancellation of the contract for an indefinite period of time 

1. The customer can terminate an agreement that has been concluded for an indefinite period at any time with due observance of a notice period of .
2. A consumer has the right to terminate an agreement for an indefinite period with due observance of a notice period of 1 month.

Indemnity

The customer indemnifies Visphi against all third-party claims that are related to the products and/or services supplied by Visphi. 

Complaints

1. The customer must examine a product or service provided by Visphi as soon as possible for possible shortcomings.
2. If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform Visphi of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings. 
3. Consumers must inform Visphi of this within two months after detection of the shortcomings.
4. The customer gives a detailed description as possible of the shortcomings, so that Visphi is able to respond adequately. 
5. The customer must demonstrate that the complaint relates to an agreement between the parties.
6. If a complaint relates to ongoing work, this can in any case not lead to Visphi being forced to perform other work than has been agreed. 

Giving notice

1. The customer must provide any notice of default to Visphi in writing.
2. It is the responsibility of the customer that a notice of default actually reaches Visphi (in time). 

Joint and several Client liabilities

If Visphi enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to Visphi under that agreement. 

Liability of Visphi

1. Visphi is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence. 
2. If Visphi is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
3. Visphi is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
4. If Visphi is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
5. All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Expiry period

Every right of the customer to compensation from Visphi shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 Dutch Civil Code.

Dissolution

1. The customer has the right to dissolve the agreement if Visphi imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance. 
2. If the fulfillment of the obligations by Visphi is not permanent or temporarily impossible, dissolution can only take place after Visphi is in default. 
3. Visphi has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give Visphi good grounds to fear that the customer will not be able to fulfill his obligations properly. 

Force majeure

1. In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Visphi in the fulfillment of any obligation to the customer cannot be attributed to Visphi in any situation independent of the will of Visphi, when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from Visphi . 
2. The force majeure situation referred to in paragraph 1 is also applicable – but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages. 
3. If a situation of force majeure arises as a result of which Visphi cannot fulfill one or more obligations towards the customer, these obligations will be suspended until Visphi can comply with it. 
4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part. 
5. Visphi does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.

Modification of the agreement

If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly. 

Changes in the general terms and conditions

1. Visphi is entitled to amend or supplement these general terms and conditions. 
2. Changes of minor importance can be made at any time. 
3. Major changes in content will be discussed by Visphi with the customer in advance as much as possible.
4. Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions. 

Transfer of rights

1. The customer cannot transfer its rights deferring from an agreement with Visphi to third parties without the prior written consent of Visphi. 
2. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code. 

Consequences of nullity or annullability

1. If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions. 
2. A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Visphi had in mind when drafting the conditions on that issue.

Applicable law and competent court

1. Dutch law is exclusively applicable to all agreements between the parties. 
2. The Dutch court in the district where Visphi is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.

Drawn up on 12 maart 2024. 

Privacy Policy

As soon as you visit our website visphi.com or contact us, we receive information about you. In this privacy statement we explain what we do with that information. We always handle your information with care and store it securely. If you have any questions or want to know what information we have on you, please contact us. We may amend this privacy statement if necessary. We recommend that you regularly review this privacy statement so that you are aware of these changes. This privacy statement was last modified on 12 maart 2024.

Contents

1. When do you apply this privacy statement?
2. Who uses your data? 
3. Whose data do we use?
4. How do we get your data?
5. What data of you do we use?
6. What do we use your data for?
7. How long do we store your data?
8. Who do we share your data with?
9. Where do we store your data?
10. How safe is your data with us?
11. What are your rights?
12. Which rules apply to this privacy statement?
13. Which cookies do we use?
14. What do we do with data of minors?
15. Do you have a question about this privacy policy?

1. When do you apply this privacy statement?

This privacy statement applies to all personal data that we process and to all domains related to us. This concerns the personal data of everyone who has ever had contact with us or visited our website, such as visitors, customers and business contacts. Personal data is all data that can be traced back to you as an individual, such as your name, telephone number, IP address, customer number or surfing behavior. If you want to know more about personal data, please visit the website of the Dutch Data Protection Authority. 

2. Who uses your data?

Xiangxiang Cao is responsible for the website visphi.com and therefore the responsible person for the use of your personal data as described in this privacy statement. The full details are:

Xiangxiang Cao
Feike de boerlaan 201
1019WG Amsterdam

3. Whose data do we use?

We process the personal data of everyone who has had contact with us or visited our website. These include visitors, private customers, business customers and contact persons of our partners.

4. How do we get your data?

We receive the data directly from you as soon as you:

• visit our website 
• create an account 
• fill in data on our website
• contact us by mail, telephone or other means 

5. What data of you do we use?

We use the following data:

• name 
• address or business address
• delivery address
• e-mail address
• telephone number
• payment details
• photographs

6. What do we use your data for?

We only use your personal data for the purpose for which we are allowed to use it:

• we use your data because we want to give you the best service as a customer and we can do without it information

7. How long do we keep your data?

We keep your personal data for as long as we are required to do so by law and for as long as necessary for the purpose for which we use your data. For example, as long as you are a customer with us, we store your data according to the statutory retention period of seven years. After that, we only keep your data for statistical purposes and to handle any complaints or legal matters. If you want to know more about how long we store specific data about you, please contact us. 

8. Who do we share your data with?

We only process your personal data ourselves. We don’t share your personal data with others. 

9. Where do we store your data?

We process your data within the  European Economic Area. This means that we also store your data within the EEA. In some cases, your personal data will be processed outside the EEA. Unfortunately, the rules in those countries do not always offer the same protection of personal data as in the Netherlands. That is why we have ensured that your personal data in that case is just as well protected as it is here. We have done this by making agreements with those who handle your data outside the EEA. This way your data remains safe. If you have any questions about this, please feel free to contact us. 

10. How safe is your data with us?

We have done a lot to protect your data as well as possible, both organisationally and technically. We have secured our systems and various means of communication to ensure that your data does not end up in the hands of others. Your data is therefore safe with us. We also ensure that your data is only used by people who have received permission from us. If you have any questions about the specific method of securing, please contact us. 

11. What are your rights?

Because we use your personal data, you have various rights. We have listed these rights for you below.

Right to information
We must explain to you in an understandable and clear manner what we do with your data and what control you have over it. That is why we explain in detail in this privacy statement what data we collect from you and how we handle your data. 

Right to access
You may always ask us to view the data we hold about you.

Right to correction
You may ask us to have your data corrected if it is incorrect or incomplete. 

Right to object
You may object to the processing of your data if you do not agree with the way we handle your personal data. This right applies to the data we use for direct marketing. You can indicate to us that you no longer wish to receive e-mails from us. This also applies to personalized recommendations on our website. 

Right to data portability
If you are a customer of ours or if you have given permission for the use of your data, you may ask us to send you the digital data we have about you. This way you can transfer that data to another organisation if you wish. 

Right to restriction
You may ask to limit the use of your data. This means that in certain cases we may only store your data but not use it. 

Right to be forgotten
You may ask us to delete all data we have about you. We will then delete all data that can be traced back to you. In some cases we cannot or may not yet delete your data. For example, we have to keep some data for 7 years for the tax authorities. 

Right to submit a complaint
You may submit a complaint about the way in which we handle your data. If you have a complaint, we will be happy to resolve it for you. To do so, please contact  us. You may also submit your complaint to the Dutch Data Protection Authority. Of course we hope that it does not come to that, but if it’s necessary you can also go to court. In that case, the court in the place of residence of Xiangxiang Cao is the one which will handle your complaint. 

How do I submit a request or complaint?

You can submit your request or complaint to us by sending a mail to hello@visphi.com. We process every request or complaint within 30 days. If you submit multiple applications or complaints or if you submit a complex requerst or complaint, this may take more time. In that case, we will contact you within 60 days at the latest. We may ask you to identify yourself. In that case, we will ask you to submit certain information to ensure that you are the correct person whose personal data is.

12. What rules apply to this privacy statement?

Our privacy statement must meet several conditions. These conditions can be found in particular in the Dutch General Data Protection Regulation. In addition, the general rules that apply under Dutch law apply to our privacy statement.
 

13. Which cookies do we use?

You can indicate yourself what data we may use from you. If you have given us permission to personalize your profile based on your surfing and search behaviour, we can set up our website specifically for you so that its use becomes easier and more personal. We do this using cookies. A cookie is a small text file that is placed on your hardware when you visit our website.  

We use the following types of cookies on our website:

• functional cookies: like session and login cookies to collect session and login information 

14. What do we do with data of minors?

We do not target minors with our website. This means that if you are under the age of 18, you need permission from a parent or guardian to use our website. If you are a minor when you visit our website or webshop, we assume that you have received this permission before your visit. 

15. Do you have a question about this privacy policy?

If you have a question about our privacy policy, please feel free to contact us on hello@visphi.com. We are happy to help.