General Terms and Conditions

Article 1 Definitions

The following terms are defined as follows in these General Terms and Conditions:

Customer: A natural or legal person acting in the exercise of a profession or business;
Intermediary: The Online Platform acts as Intermediary between the Supplier and the Customer. We are therefore not the seller;
Defect: Any deviation of the Products from the Specification and any other malfunction of the Products or services provided;
PPP Disputes Committee: The disputes committee set up by the Platform Promotional Products association; Complaints: As Intermediary, we can try to mediate in possible problems between the Supplier and the Customer;
Supplier: A natural or legal person who supplies goods and/or services against payment via the Platform, on behalf of the Customer;
Term of delivery: The term specified in the Agreement within which the Products must be delivered;
Online Platform: a service that uses software, the Allgifts platform, that enables companies to conclude Agreements with other traders remotely;
Order: Each order from the Customer to the Supplier, via the Online Platform, for the delivery of Products or Services, in whatever form;
Distance agreement: An Agreement that is concluded between the Customer and the Supplier in the context of an organised system for distance selling of products, digital content and/or services, whereby up to and including the conclusion of the Agreement, exclusive or joint use is made of one or more distance communication technologies;
Products: All articles offered by the Supplier or Platform on the Online Platform, including any advice and/or creative expressions;
In writing: In these General Terms and Conditions, 'in writing' is also deemed to include communication by email, provided that the identity of the sender and the integrity of the email have been sufficiently established;
Specifications: The description of Products ordered by the Customer which is stated or referred to in the Order or the Agreement;
Technology: For distance communication: means that can be used to conclude an Agreement, without the Customer and Entrepreneur having to meet in the same room at the same time;
Website: The Supplier's webshop on which Products are offered that can be purchased by Customers;

Article 2 Identity of the Platform

• Allgifts BV
• Ferdinand Bolstraat 25
• 8021 ES Zwolle
• 038 7601900
• Opening hours Mon to Fri 08:00 to 17:30.

• Email address: info@allgifts.nl
• Trade Register number: 08174590
• VAT identification number: 819350096B01

Article 3 Applicability

Paragraph 1: These General Terms and Conditions apply to every offer from the Supplier and to every Distance Agreement concluded between the Supplier and the Customer. Unless otherwise agreed in writing.
Paragraph 2: If in its order, confirmation or acceptance notification the Customer includes provisions or conditions that deviate from or do not appear in the General Terms and Conditions, these will only be binding for the Entrepreneur and the Platform if and insofar as they have been expressly accepted in writing by the Entrepreneur.
Paragraph 3: Before the Distance Agreement is concluded, the text of these General Terms and Conditions will be made available to the Customer. If this is not reasonably possible, the Platform will indicate, before the Distance Agreement is concluded, how the General Terms and Conditions can be viewed at the Platform and that they will be sent free of charge as soon as possible at the request of the Customer.
Paragraph 4: If the Distance Agreement is concluded electronically, notwithstanding the previous paragraph and before the Distance Agreement is concluded, the text of these General Terms and Conditions can be made available to the Customer electronically in such a way that it can be stored in a simple way on a durable data carrier. If this is not reasonably possible, before the Distance Agreement is concluded, it will be indicated where the General Terms and Conditions can be consulted electronically and that they will be sent free of charge at the request of the Customer electronically or otherwise.
Paragraph 5: In the event that specific product or service conditions also apply in addition to these General Terms and Conditions, the third and fourth paragraphs will be applicable by analogy and the Customer will always be able to invoke the applicable provision that is most favourable for the Customer in the event of conflicting conditions.
Paragraph 6: If a provision in these General Terms and Conditions turns out to be invaParagraph, this will not affect the vaParagraphity of the entire General Terms and Conditions. In such cases, the parties will stipulate a new provision or new provisions to replace any such provisions, reflecting the purport of the original provision as much as legally possible.

Article 4 The offer

Paragraph 1: Each offer is vaParagraph for a maximum of 10 working days, unless stated otherwise.
Paragraph 2: The offer contains a complete and accurate description of the products, digital content and/or services offered. The description is sufficiently detailed to allow a proper assessment of the offer by the Customer. If the Entrepreneur uses images, these are a true representation of the products, services and/or digital content offered.
Paragraph 3: The content of the website and the offer have been compiled with the greatest care. However, the Entrepreneur cannot guarantee that all information on the website is correct and complete at all times. All prices, the offer and other information on the website and in other materials originating from the Entrepreneur are therefore subject to obvious programming and typing errors.

Article 5 The Agreement

Paragraph 1: The Agreement is concluded through the Platform at the time of acceptance by the Customer of the Supplier's offer and of fulfilment of the associated conditions..
Paragraph 2: If the Customer has accepted the offer electronically via the Platform, the Supplier will immediately confirm receipt of the acceptance of the offer electronically. Until this acceptance has been confirmed by the Supplier, the Customer may dissolve the Agreement.
Paragraph 3: If an offer is accepted by the Customer via the Platform, the Supplier will have the right to revoke the offer within 3 working days after receipt of the acceptance. The Supplier must immediately notify the Platform of such a revocation.
Paragraph 4: If the Agreement is concluded electronically, the Platform Entrepreneur must take appropriate technical and organisational measures to secure the electronic transfer of data and ensure a safe web environment. If the Customer is given the option of payment through electronic means, the Platform will observe appropriate security measures in this respect.
Paragraph 5: If it appears that when accepting or otherwise entering into the Agreement, the Customer has provided incorrect information, the Supplier has the right only to fulfil its obligation after the correct information has been received.
Paragraph 6: Within legal frameworks, the Supplier and/or Platform may make enquiries to find out whether the Customer will be able to fulfil its payment obligations and to ascertain all facts and factors that are important for entering into the Distance Agreement in a responsible manner. If, on the basis of these enquiries, the Supplier has good grounds for not entering into the Agreement, the Supplier will be entitled to refuse an order or a request or to attach special conditions to the performance. If, on the basis of the investigation, the Supplier refuses the application or attaches special conditions to it, the Supplier will inform the Customer to this effect as soon as possible, but no later than 3 days after the conclusion of the Agreement, stating reasons, via the Platform.

Article 6 The price

Paragraph 1: All prices stated on the Platform and in other materials originating from the Supplier are exclusive of VAT (unless stated otherwise) and, unless stated otherwise on the website, exclusive of other government levies.
Paragraph 2: Unless otherwise agreed, the price or prices of the Supplier stated in the offer are based on the price-determining factors applicable at the time of this offer, such as, among other things, wages, cost prices of raw materials or materials, exchange rates. The Platform raises these prices with a margin. Price increases as a result of a change in one of these price-determining factors after the offer may be passed on by the Supplier to the Customer, even if the Agreement has already been concluded.
Paragraph 3: If the application of the previous paragraph should lead to a price increase of 10% or more within a period of 3 months after the Agreement comes into effect, the Customer will be entitled to cancel the Agreement within 7 working days after being notified of the price increase by registered letter, without being charged any costs for this by the Supplier. Any form of liability, such as compensation, is excluded.
Paragraph 4: Any additional costs, such as delivery costs and payment costs, are stated on the Platform and in any case shown during the ordering process.

Article 7 Supply of processed Products

Paragraph 1: In the event that the Supplier receives an order to supply Products specially processed or assembled for the benefit of the Customer, the Customer will be obliged to supply material suitable for the processing process in sufficient quantities. As long as the Customer has not fulfilled this obligation, the Supplier is entitled to suspend its obligations under the Agreement.
Paragraph 1: The Supplier is only obliged to send a proof, model, sample or example to the Customer for approval in advance if this has been stipulated in writing by the Customer when entering into the Agreement. In that case, the Supplier undertakes to submit a proof, model, sample or example to the Customer no later than 2 weeks after entering into the Agreement and after receipt of the materials to be processed, which will be deemed to have been approved if there has been no written response to this within 5 working days.
Paragraph 1: All costs of the proof, model, sample or example are charged separately and are not included in agreed prices, unless expressly agreed otherwise.

Article 8 Advice work and product development

Paragraph 1: The Platform can act in an advisory capacity. The Platform is entitled to charge this to the Customer, regardless of whether the advice relates to products produced and/or supplied by or on behalf of the Supplier under the Agreement.
Paragraph 2: In the case of product development, advice in the context of the use of promotional products, advice with regard to creative concepts, quotations for extensive projects with processed or unprocessed products, national or international market surveys.

Article 9 Deployment of third parties

Paragraph 1: The Supplier is entitled to engage third parties in the performance of the Agreement. It is also entitled to transfer rights and obligations arising from the Agreement to third parties.

Article 10 Delivery, delivery term and force majeure

Paragraph 1: A delivery term is approximate and can never be regarded as a strict deadline, unless expressly agreed. Such a term will not commence until the Agreement has been concluded in accordance with Article 5, all information required for the performance of the Agreement has been provided and payment by the Customer of the purchase price or the agreed term(s) has taken place, or the security required by the Supplier has been provided.
Paragraph 2: If the delivery is wholly or partially prevented as a result of force majeure, the Supplier will be entitled to suspend the delivery, as well as – in the event that the situation resulting in force majeure lasts longer than three months or as soon as it is certain that it will last longer than three months – or to dissolve the Agreement in whole or in part to the extent that it has not been performed, and to claim payment in respect of the parts that have been performed, without being obliged to pay any compensation to the Customer.
Paragraph 3: In the event of force majeure, the Supplier, or other third parties, is/are not obliged to pay compensation for any damage caused to the Customer as a result.
Paragraph 4: Costs for carriage and insurance are for the account of the Customer, even if it is agreed that the Supplier will take care of the transport. The transfer of the risk in the Products takes place at the time of delivery, in accordance with the rules on such a transfer in these General Terms and Conditions. Carriage takes place at the risk of the Customer, even if the carrier has expressly determined that all transport documents must state that all damage as a result of the carriage is for the account and risk of the sender.
Paragraph 5: In the event that the Supplier arranges for the carriage, the Customer or the third party designated by it must report any transport damage to the carrier or forwarder immediately upon receipt, and no later than 12 hours after receipt of the Products, and send a copy of the report to the Platform.
Paragraph 6: Products that have not been purchased by the Customer or a third party designated by the Customer after the Delivery Period has expired will be stored by the Supplier or Platform at the expense and risk of the Customer. In the event of late purchase, the Supplier is entitled to dissolve the Agreement after a period of 14 days after the expiry of the Delivery Term, without prejudice to the right to compensation and without prejudice to the right of the Supplier or the Platform to sell the Products to third parties.
Paragraph 7: If, in terms of colour, composition, weight, appearance, etc., the Products only deviate to a minor extent from models, samples or examples provided earlier or otherwise deviate from what has been agreed, the Products concerned will be deemed to comply with the Agreement. The Supplier is in any case deemed to have fulfilled its delivery obligations if the weight or number of the Products delivered does not deviate by more than 10% from what has been agreed.
Paragraph 8: Sending Products in part shipments by the Supplier is permitted, in which context each shipment may be invoiced separately.

Article 11 Right of withdrawal for Consumers

Paragraph 1: The right of withdrawal only applies to Consumer purchases:
Paragraph 2: Products that have been enriched, i.e. printed, engraved or otherwise personalised according to the specific wishes of the Customer, are not subject to the right of withdrawal because these are customised items. Such items may not be returned. No cooling-off period applies: when the ordering process is started after the Customer's approval, the right of withdrawal lapses.
Paragraph 3: For products that have not been enriched, i.e. not personalised in any way, the right of withdrawal applies with a standard cooling-off period of 14 calendar days. The products must be returned undamaged and in the original undamaged packaging to an address in the Netherlands indicated by the Supplier. The costs for the return shipment are borne by the Customer.

Article 12 Cancellation and charging on of costs

If, after the coming into effect of the Agreement, the Customer wishes to terminate this prematurely, the Supplier retains the right to charge the costs (with a minimum of € 32.50 + 1% of the order value), which the Supplier has already incurred related to the products already purchased, the account/assistance hours spent by the Supplier, costs of externally engaged parties and administrative costs etc. to the Customer. For printed orders no cancellation will be possible after approval of the proof and the Customer will owe the invoice amount in full to the Supplier.

Article 13 Complaints

Paragraph 1: The Supplier guarantees that the products, services or digital content comply with the Agreement, the specifications stated in the offer, the reasonable requirements of reliability and/or usability and the legal provisions and/or applicable statutory regulations existing on the date of the conclusion of the Agreement.
Paragraph 2: The Customer is obliged to check the Products immediately after delivery for any Defects.
Paragraph 3: If the delivered product, service or digital content does not comply with the Agreement (faulty or defective on delivery), the Customer must inform the Platform of this within 3 working days after he/she could reasonably have discovered this. If the Customer does not do so, he/she will forfeit any entitlement to any form of repair, replacement, compensation and/or restitution in respect of this defect.
Paragraph 4: A complaint as referred to in the preceding paragraph does not suspend the Customer's payment obligation.
Paragraph 5: If the Supplier deems a complaint to be well-founded, the relevant products will be repaired, replaced or (partially) reimbursed after consultation with the Customer. The Platform acts as an intermediary between the Supplier and the Customer and can also assume this role in the event of complaints.
Paragraph 6: If the Supplier agrees with the Customer on the return of products on the basis of the provisions of this article, the Customer must return the products as soon as possible, at the latest within 14 days. If there is a refund of amounts already paid in advance, Platform will refund these amounts within 30 days after receipt of the products.
Paragraph 7: The Platform itself does not supply any Products and is only an Intermediary in the event of a complaint.

Article 14 Retention of title

Paragraph 1: All products delivered to the Customer remain the property of the Supplier, but are for the account and risk of the Customer from the moment of delivery, until all amounts owed under the Agreement, as well as claims due to the Customer's failure to comply with this or other Agreement(s), including interest and collection costs, have been paid in full by the Customer.
Paragraph 2: As long as title to the delivered Products has not passed to the Purchaser, the Purchaser is not permitted to process, place beyond its actual control, dispose of, pledge or otherwise encumber the Products, and shall furthermore take all appropriate measures to protect these Products, to separate them and keep them separate from the other items present at the Customer and to make every effort or ensure that every effort is made to prevent mixing, accession or formation of goods.
Paragraph 3: The Customer undertakes not to assign or pledge claims it acquires against its Customers to third parties and furthermore undertakes to pledge said claims to the Platform as soon as the Platform expresses its wish that it do so in the manner indicated in Article 3:239 of the Dutch Civil Code as additional security for the Platform's claims against the Customer, irrespective of the context of such claims.
Paragraph 4: The Customer is obliged to inform third parties who wish to recover from the Products delivered by the Supplier in writing of the Supplier's title. The Customer must immediately inform the Platform of this in writing.
Paragraph 5: If the Customer fails to fulfil its obligations or, if the Supplier invokes its retention of title, the Customer is required, upon request, to immediately bring the delivered Products into the actual control of the Platform, without any charge. The Platform is furthermore entitled to retrieve these Products itself (or have them retrieved) at the expense of the Customer from the place where they are located. The Customer hereby irrevocably authorises the Supplier and/or Platform and/or third parties instructed by it/them to enter the space used by or for the Customer for this purpose. After repossession, the Customer will be credited for the market value, which will in no case be higher than the original purchase price, less the costs of the repossession and damage suffered by the Supplier and/or Platform.

Article 15 Continuing performance contract: cancellation and extension

Paragraph 1: The Customer may terminate an Agreement that has been entered into for an indefinite period of time for the regular delivery of Products, at any time with due observance of the agreed cancellation rules and a notice period of two full calendar months.
Paragraph 2: The Customer may terminate the Agreement referred to in the previous paragraph in writing.
Paragraph 3: An Agreement that has been entered into for a fixed period of time for the regular delivery of products, digital content or services, is tacitly extended for the same duration as agreed. The aforementioned notice periods are applied equally by the Supplier and/or the Platform.
Paragraph 4: The aforementioned notice periods are applied equally by the Supplier and/or the Platform.

Article 16 Continuing performance contract: payment

Paragraph 1: Unless otherwise agreed in writing and without prejudice to the provisions of the following paragraph, payments to the Platform must be made in euros, either net in person or at the offices of the Platform by means of transfer to or deposit into a bank or giro account to be designated by the Platform, at the discretion of the Platform, at all times immediately 100% net upon order, but at the latest within 7 calendar days after the invoice date. The Platform is entitled to invoice electronically, to which the Customer agrees.
Paragraph 2: Debt comparisons or other forms of settlement are never permitted without an express written Agreement.
Paragraph 3: The Platform is at all times entitled to demand, in its opinion, sufficient advance payment or security for the fulfilment of the payment obligations from the Customer before arranging for delivery or continuing with the delivery, whereby the Platform is entitled to suspend further delivery if the Customer does not meet this requirement, even if a fixed delivery time has been agreed, without prejudice to the right of the Platform to claim compensation for damage due to late performance or non-performance of the Agreement.
Paragraph 4: If the Customer has not paid the amount owed by it under the Agreement within the agreed term, it will be in default by operation of law and the Platform will be entitled to charge interest from the due date of the unpaid invoice(s), without any notice of default being required, amounting to 2% above the statutory commercial interest rate with a minimum interest rate of 12% per year on the invoice amount, without prejudice to all other rights accruing to the Supplier and/or Platform.
Paragraph 5: All judicial and extrajudicial costs to be incurred by the Platform in the collection of the invoice amount, always including fees of third parties engaged by the Platform, will be borne by the Customer. The Customer will owe at least 10% of the principal sum for the extrajudicial costs, with an absolute minimum of €250.
Paragraph 6: If the Customer is in default with regard to its obligations under the Agreement or these General Terms and Conditions, all payment obligations of the Customer to the Platform will become immediately due and payable, regardless of whether an invoice has already been issued.

Article 17 Intellectual and industrial property rights and confidentiality

Paragraph 1: All rights and intellectual and industrial property (including trademark rights, design rights and patents to all designs, drawings, models, samples and examples) made available or developed pursuant to the Agreement (hereinafter: 'the information') rest exclusively with the Supplier, unless expressly otherwise agreed.
Paragraph 2: The Customer is not entitled to use the Information referred to in the previous paragraph other than for the purpose of using the Products to which they relate in the manner anticipated in the Agreement.
Paragraph 3: The Customer will observe secrecy with regard to all Information, Specifications, all company information and know-how concerning and originating from the Platform made available to the Customer for the performance of the Agreement. Upon request, the Customer must immediately transfer the confidential information as well as all copies or other reproductions of it to the Platform in a manner to be determined by the Platform.

Article 18 Infringement of third-party rights

Paragraph 1: If it is irrevocably established by a competent court in legal proceedings against the Supplier that a Product supplied by the Supplier infringes an intellectual or industrial property right of a third party, the Supplier will, at its option, replace the item in question with a Product that does not infringe the relevant right, try to acquire a right of use in this respect or refund the Customer the price paid for that Product, less a reasonable depreciation.
Paragraph 2: In the event of replacement or refund, the Supplier is entitled to make this subject to the conditions for return delivery of the Products originally delivered.
Paragraph 3: With regard to any infringement of the rights of third parties, the Supplier has no obligation other than the obligation to replace, acquire or refund as stated in the first paragraph.
Paragraph 4: In the event that an Order is executed in accordance with a design, drawing, recipe, Specifications or instructions provided by or on behalf of the Customer, or if use is made of items to be provided by or on behalf of the Customer, the Customer cannot rely on the provisions of this article and the Customer indemnifies the Supplier and/or Platform against all claims related to alleged infringements of intellectual or industrial property rights of third parties.

Article 19 Liability

Paragraph 1: Except in cases of intent or gross negligence, the Platform's total liability towards the Supplier and/or the Customer due to an attributable failure to perform the Agreement is limited to a maximum of the amount of the separate price stipulated for the relevant Products (excluding VAT).
Paragraph 2: The Platform accepts no liability whatsoever for the Supplier not properly placing the company logo and/or company name on the Customer's items, other processing of Customer's items and/or delivery of Products, if and insofar as the Defect is the result of inaccuracy, or imperfections in the design provided by the Customer to the Supplier, as well as for infringements that the design makes on the rights of third parties.
Paragraph 3: In any case, as regards damage as described above, the Platform accepts no liability for such damage in respect of which its insurer does not pay out. At the request of the parties, the Platform will provide a copy of the insurance agreement concerned. Furthermore, the total liability of Platform will never exceed an amount of €50,000 in total per event.
Paragraph 4: The Customer and/or Supplier indemnify/-ies the Platform against all claims from third parties who claim to have suffered damage as a result of a Defect in a good that is delivered by the Customer and/or Supplier.
Paragraph 5: In the event of force majeure as referred to in Article 10 paragraph 3 of these General Terms and Conditions, the Platform will never be liable for any damage whatsoever.
Paragraph 6: Insofar as not expressly agreed otherwise in writing, all legal claims based on the Agreement and these General Terms and Conditions will lapse one year after the delivery date.

Article 20 Return of rented and loaned items

Paragraph 1: If the Supplier has rented and/or loaned items to the Customer during the performance of the Agreement, whether or not against payment, the Customer is obliged to return these items immediately - and in any event within 6 working days - after termination of the Agreement for whatever reason, in their original condition, free of defects and complete, in a manner to be indicated by the Platform. The term stated above shall be regarded as a strict deadline. If this term is exceeded, costs may be charged.
Paragraph 2: If, for whatever reason, the Customer does not comply with the obligation referred to in paragraph 1, Platform will have the right to recover the resulting damage and costs, including the costs of replacement and lost rental income, from the Customer, without prejudice to all other rights accruing to the Supplier and /or Platform.

Article 21 Termination

Paragraph 1: If the Customer fails to fulfil one of its obligations towards the Supplier and/or Platform, or fails to do so on time or properly, or applies for a moratorium or for bankruptcy, goes bankrupt or terminates its business, in the event of a legal merger or if a substantial part of the control of the Customer changes, all invoices will be immediately due and payable and the Supplier and/or Platform will be entitled – without the requirement of judicial intervention and/or further notice of default – by means of a written statement to wholly or partially dissolve all the Agreements concluded with the Customer and the Supplier and/or Platform will be entitled to compensation for all direct, indirect and consequential damage, including lost profit, without prejudice to other rights it has by law.
Paragraph 2: If, even after a written reminder to that effect, the Supplier fails to fulfil its obligations, does not fulfil them on time or does not properly fulfil its obligations, the Customer may dissolve the defective part of the Agreement, without being able to claim compensation for damages due to termination, in which context the provisions of Article 11 of these General Terms and Conditions with regard to the retention of title remain expressly in force.

Article 22 Processing of Personal Data

Paragraph 1: If the Customer makes personal data available to the Supplier and/or Platform that is necessary for the execution of the Agreement, the Customer remains the Data Controller for data processing as referred to in the General Data Protection Regulation.
Paragraph 2: The Supplier and/or Platform will take the necessary technical and organisational measures to protect the processing of personal data against loss or unlawful processing. In the measures to be taken, the Supplier and/or Platform will take into account the interests of the Customer to be protected and the nature of the personal data processed by the Supplier and/or Platform on behalf of the Customer.
Paragraph 3: After completion of the Agreement, the Supplier and/or Platform will destroy the personal data obtained by the Supplier and/or Platform in the context of the performance of the Agreement on behalf of the Customer, unless the Customer disputes the service provided.
Paragraph 4: The Supplier and/or Platform and the Customer will separately record their mutual rights and obligations in a Processor Agreement.

Article 23 Numbers, measures, weights and further data

Paragraph 1: Minor deviations with regard to specified sizes, weights, numbers, colours (PMS colour coding is leading) and other such data shall not be deemed shortcomings. Trade practices will determine whether minor deviations exist.

Article 24 Other provisions

Paragraph 1: These General Terms and Conditions and all offers and agreements to which these General Terms and Conditions apply will be governed exclusively by Dutch law. The Vienna Sales Convention is not applicable.
Paragraph 2: All disputes arising between the Supplier and/or the Platform and the Customer regarding the implementation of the Agreement can be submitted jointly by the Supplier and/or the Platform and the Customer to the PPP Disputes Committee, which will provide a binding advice to the parties.
Paragraph 3: Unless the dispute has already been decided by the PPP Disputes Committee, all disputes arising between the Supplier and/or the Platform and the Customer regarding the implementation of the Agreement will be settled exclusively by the competent court of the district where the Platform is located.

Article 25 Other provisions

Paragraph 1: These General Terms and Conditions are available in Dutch and English. In the event of differences of interpretation, the Dutch version will prevail.
Paragraph 2: These terms and conditions can be amended by the Platform. Amendments will be made known in writing by the Platform to the Supplier and the Customer and will take effect immediately. The Supplier and the Customer agree to the content and applicability of the amended General Terms and Conditions from the date of entry into force indicated in the announcement.
Paragraph 3: If any provision of the Agreement or these General Terms and Conditions proves to be void or otherwise unenforceable, this will not affect the vaParagraphity of the other provisions of the Agreement and the General Terms and Conditions. In such cases, the Supplier and/or Platform will have the right to substitute a provision which as closely as possible approximates the purpose and intent of the void, annulled or unenforceable provision.