Tella General Terms Of Use (EEA)

Tella HQ Inc., a corporation having its registered office in 2261 Market Street 4122, San Francisco CA, 94114, USA, (Tella) provides a personalized subscription service that allows users to access our Application (as defined below) via the internet. These terms of use (Terms) govern your use of our Application and any agreement concluded in respect thereof and also apply in case you use our Application without an Account (as defined below).

If you have any questions or complaints in relation to these Terms, our application (website) and services or any agreement concluded with us or if you would like to receive more information, please contact us via hello@tella.tv.

1. DEFINITIONS and APPLICABILITY

  1. In these terms:

    (a) Account means a registered profile of a User on the Application;

    (b) Application means Tella’s website provided at www.tella.tv where the Services are made available to the User;

    (c) Business Day means any Day (except a Saturday or Sunday) on which banks are generally open for business in Amsterdam, the Netherlands;

    (d) Business User means any User that is registered on behalf of a company or a legal entity;

    (e) Consumer means any User qualifying as a natural person who accesses the Application and the Services for personal use, or more generally, acts for purposes outside their trade, business, craft or profession;

    (f) Content means any information, documentation or material that that is made available, created or amended through the Application or that is otherwise provided by Tella to Users; 

    (g) Day means calendar day;

    (h) End User Licence means the licence for the use of the Application, the Tella Content and the Services as set out in clause 9.3;

    (i) Force Majeure include but are not limited to war, riots, flooding, extreme weather conditions, earthquake and other natural disasters, epidemics, pandemics, explosion, prolonged shortage of energy supplies, blockages, serious disruptions in a party’s business including strikes and operational failure, shipping risks, barricades, import and export prohibitions, dispossession, extreme traffic stagnation or transportation delays, boycott, acts of states or governmental action prohibiting or impeding either party from performing its obligations, embargoes, road, sea and inland shipping problems, production bans, unforeseen economic circumstances, and other stagnations in the party’s business such as shortcomings by that party’s suppliers or other (ancillary) persons or businesses engaged by that party for the performance of its obligations, including, for Tella, any denial of service attack or any failures or delays in the provision of services by its internet and other service providers;

    (j) Intellectual Property Rights means copyrights (including rights in software), database rights, patents, registered and unregistered design rights, registered and unregistered trademarks and all other industrial, commercial or intellectual property rights existing in any jurisdiction, including any applications for such rights;

    (k) Parties means Tella and User jointly;

    (l) Party means Tella or User individually;

    (m) Plan means a plan Tella offers from time to time in respect of the access and use of the Application and Services to potential users;

    (n) Services means the making available to and granting the User access to and usage rights of the Application and the functionality concluded therein, access and usage rights to Tella Content, facilitating the creation of User Content, such as video recordings, screen capturing and video hosting, management of User Content, storage, editing and customization of Content, sharing of Content to Users and other third parties to enable them to view or download such Content, and the provision of support services in respect of the foregoing and all other Services Tella offers or makes available through the Application or otherwise;

    (o) Tella Content means any Content provided by Tella to Users;

    (p) Terms means these general terms of use;

    (q) User means a user of the Application and the Services;

    (r) User Content means Content such as video recordings created, amended, uploaded or otherwise made available by Users.

2. APPLICABILITY AND EXCLUSIVITY OF THE GENERAL CONDITIONS

2.1. By using the Application and the Services offered through the Application or activating an Account], the User agrees to the applicability of these Terms. That means that the User agrees to all the rights and obligations stated in the Application or presented to User through the use of the Services.

2.2. These Terms apply to and govern:

(a) the provision of, access to and usage of the Application and the Services;

(b) offers, proposals, quotations and any confirmations by Tella in respect of the Application and Services and every agreement concluded between the User and Tella.

2.3. Any other and/or additional terms and conditions other than expressly set out in these Terms (Additional Conditions) may apply to particular Services. Tella will inform the User of these Additional Conditions in advance. In case of conflicts, contradictions and/or inconsistencies between the Terms and the Additional Conditions, the Additional Conditions will prevail.

2.4. Deviation from one or more provisions of these Terms or any applicable Additional Conditions, is only possible when this has been explicitly agreed in writing by Tella with reference to the clause of the Terms or Additional Conditions from which the deviation is intended, in which case such deviation has precedence.

2.5. Tella has the right to unilaterally amend or supplement these Terms and/or Additional Conditions at any time, which changes will become effective immediately if you do not have an Account upon notification to the User if you have an Account or on such other moment Tella indicates on its Website or in such notification. Tella shall be allowed to make any amendments to these Terms and Additional Conditions that are of minor importance, such as an apparent error, omission or any other comparable amendment, without previously informing User thereof. Such changes will apply immediately. In case of a change of these Terms and/or the Additional Conditions, the User is entitled to end its use of the Application and Services and terminate its Account for which these amended or supplemented Terms and/or Additional Conditions apply.

2.6. No User terms and conditions apply unless explicitly agreed otherwise in writing by both Parties with reference to this clause.

3. USER ACCOUNTS AND USER OBLIGATIONS

3.1. Before Tella offers Users the opportunity to use the Application and the Services with the features and functionality that apply for Users with an Account, the User should complete the signing up process and create an Account.

3.2. Tella reserves the right to decide without further explanation to decline a User and/or deny or refuse a User to create an Account and to access and or use the Application and Services in whole or in part.

3.3. The User is responsible for its usage of the Application and Services and shall comply with;

(a) Its obligations under these Terms and any Additional Conditions;

(b)All Tella’s instructions in respect of the Application and the Services, including those arising out of, given under or in connection with these Terms or any Additional Conditions;

(c) All applicable laws and regulations.

In addition, the User shall not use the Application and Services in a manner that could cause damage to Tella or third parties, or the Application and the Services, or that violates Tella’s any third party’s rights.

3.4. The User guarantees that all information provided to Tella in respect of an Account, including the User’s payment details, is correct, complete, accurate and up-to-date at all times. When any information is no longer up to date, User shall update this in a timely manner.

3.5. User is responsible for meeting the technical or other requirements necessary to access its Account and the Application and Services.

3.6. The User is responsible for all use of the Application and Services via its Account or its devices.

3.7. User will keep its Account details, including its password and other authentication details, confidential and take all necessary measures that these remain confidential. In case User becomes aware of any actual or reasonable possible unauthorized access or use of its Account, it will promptly notify Tella and change its password and other authentication details. User will provide Tella all reasonable required assistance and information to determine and mitigate the impact of such actual or possible unauthorized access or use.

3.8. All Users qualify as a Consumers, except for Users that have opted to register as a Business User. If a User wants to register as a Business User, it has to register this during the initial registration, change the registration details of the User’s Account via the Application, or contact Tella at hello@tella.tv.

4. USAGE, MAINTENANCE AND SUPPORT

4.1. Tella may temporarily put the whole or a part of the Application and Services out of operation for preventive, corrective or adaptive maintenance or other forms of service. Tella shall take reasonable efforts to ensure that the period during which the Application and Services are out of operation is no longer than necessary.

4.2. Tella reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Application, the Tella Content and Services, or any part thereof, without notice.

4.3. Tella may at its discretion change the content or scope of the Application, the Tella Content and Services including, but not limited to, change, limit the usage of, charge for continued usage of and/or discontinue any Service or part thereof at any point in time. User shall not incur any charges before it has agreed to them.

4.4. Tella may continue to provide the Application and Services using new or modified versions of the underlying software. If and when new versions become available Tella will inform Users when these will be made available.

4.5. Tella may, but is not obliged to:

(a) Maintain, modify or add certain features or functionalities of the Application or Services specifically for the User;

(b) Ensure that the Services or the Application, and their functionalities, as part of or for use in connection with other Services or (other parts of) the Application continue to work in a new or modified version of the Application or a Service.

4.6. The User agrees that Tella shall not be liable to the User or any third party for any modification, suspension, or discontinuance of the Application and Services as mentioned in clauses 4.1, 4.2, 4.3, 4.4 and 4.5.

4.7. These Terms will govern any updates and upgrades provided by Tella that replace and/or update the Application, the Tella Content and the Services or parts thereof. If such update or upgrade is accompanied by separate license terms, these terms qualify as applicable Additional Conditions as defined in these Terms.

4.8. Except if explicitly agreed otherwise, the Application, the Content and the Services are provided as-is and Tella does not provide any warranties in respect of the Application, the Content and the Services. In particular, Tella does not guarantee any availability of the Application, the Content and the Services, or that the Application, Content and Services:

(a) Are free of malfunctions, defects, bugs and other errors, viruses, Trojan horses and other malware, and other incidents, including any incidents that leads to a corruption or loss of User Content and other data;

(b) Function without interruption;

(c) Are suitable for the User’s intended usage or any other particular purpose;

(d) Contain all functionality indicated in the relevant documentation;

(e) Do not infringe upon any third party rights; and

(f) Shall be adapted to changes in relevant legislation and regulations in time.

4.9. Tella is never obliged to make or maintain back-ups, or recover Content and other data, including any User Content that has been corrupted or lost, unless this is required by applicable laws and regulations.

4.10. Tella is entitled to subcontract parts of its Services to its affiliates and third parties.

5. THE PLANS

5.1. Tella offers Users several different Plans for access to and usage of the Application and the Services and may change these from time to time in accordance with clause 2.5. The usage rights and restrictions of the various Plans and Additional Conditions and can be found here.

5.2. Depending on the applicable Plan, a fee may be due for the use and access to the Application and the Services. Tella is at all times entitled to end any free-of-charge Plan its offers to Users. In such event, Tella will inform the relevant Users thereof, including the end date of their free-of-charge Plan, and offer them an opportunity to download their User Content or move to a paid Plan.

5.3. Currently, Tella offers:

(i) A free-of-charge Starter Plan; and

(ii) A paid subscription Pro Plan.

5.4. Users can upgrade or downgrade their Plan. Upgrading and downgrading between the different Plans Tella offers is possible at any moment via the Application. When User upgrades its Plan, the upgrade will take effect immediately. Downgrading will have effect at end of the User’s then current subscription period. In case User moves from a paid plan to a free-of-charge Plan, the paid subscription will end at the end of the then current subscription period. In case of an upgrade or downgrade, Tella will confirm the change and the impact on the subscription fees to User via e-mail.

5.5. A paid subscription Plan is concluded at the moment User accepts a Tella offer for a paid subscription Plan, including when upgrading from a free-of-charge Plan to a paid Plan. By accepting a paid subscription Plan or by moving to another paid subscription Plan, the User agrees to a monthly paid subscription for the Application and the Services against the then applicable fees. By accepting the offer of a subscription Plan or moving to another subscription Plan and without prejudice to its other rights, a Consumer explicitly waives its statutory rights to cancel or withdraw its subscription to such new or amended subscription Plan without giving any reason within the cooling-off period set out in applicable law.

5.6. If the User has accepted the offer for a subscription Plan by electronic means, Tella will confirm this by electronic means. The User can terminate a subscription Plan for as long as the receipt of this acceptance has not been confirmed by Tella.

5.7. Tella will take appropriate technical and organizational measures to secure the electronic transfer of data, and will ensure a secure web environment. Tella will observe appropriate security measures to this end.

5.8. As part of its notification obligations, Tella will, no later than at the start of delivery of the Services under a subscription Plan or move to another subscription Plan provide the User by electronic means:

(a) Tella’s contact information and information where the User can direct complaints;

(b) The applicable Plan;

(c) The applicable subscription fee (including all taxes);

(d) The term of the subscription period in case of a paid subscription Plan;

(e) For Consumers, that the Consumer has waived its right to cancel or withdrawal its subscription to such new or amended subscription Plan without giving any reason within the cooling-off period prescribed in the applicable law; and

(f) A link to these Terms and any applicable Additional Terms.

6. PRICE, FEES, AND PAYMENTS

6.1. The fees that apply for the different Plans and Services of Tella can be found here (and include VAT). Tella is at all times entitled to change the fees of the Plans its offers to potential customers.

6.2. In respect of paid Plans, Tella is entitled at all time to adjust its prices, provided that for running paid Plans such change will have effect at the end of the initial or renewal term of your current plan. For a plan that renews on a monthly basis, the new price will, therefore, apply as of your next monthly payment. In deviation of the foregoing, Tella is allowed to implement price changes as a result of changes in VAT rates immediately. Tella will notify Users in advance of any changes of the applicable fees for their paid Plans. If Tella increases the price of a paid Plan within three months from the start of the Plan, a Consumer has the right to terminate the paid subscription.

6.3. Except if agreed otherwise, the applicable fee for a paid Plan is a monthly subscription fee, which is billed monthly in advance via the User’s credit card. The User receives an electronic invoice each month that is sent to the email address indicated by the User. If the User moves from a paid Plan to Plan with a higher subscription fee, the User will be billed for the difference between the new and old fee for the remainder of the then current subscription month. For the next subscription month, the new fee will be charged.

6.4. Insofar as not otherwise determined in the Terms or Additional Conditions, the User is obliged to pay within fourteen (14) days of the start of the paid Plan. In case of credit card payments, the first payment will be billed immediately after entering into a paid subscription Plan. 

6.5. The User has the duty to immediately notify Tella of inaccuracies in the provided or notified payment details.

6.6. After Tella informed User of the late payment and granted User a period of twenty-one (21) days to fulfil its payment obligations, and in absence of payment within this 21-day period, the User is liable to pay the statutory interest rate on the amount that is still payable. During this 21-day period, Tella will try four (4) times to charge User’s credit card. After this 21-day period, Tella is entitled to suspend or downgrade its Account. In case of a downgrade, the User will be downgraded to a free-of-charge Plan if such Plan exists at the time of the downgrade takes effect. Further, Tella is entitled to charge the extrajudicial collection costs incurred by Tella. Except where statutory provisions determine otherwise, these collection costs will amount to a maximum of: 15% of outstanding amounts up to € 2,500; 10% of the subsequent € 2,500 and 5% of the following € 5,000, with a minimum of € 40.

7. LIABILITY

7.1. Tella shall not be liable for any damages, losses or costs caused by it, its employees and/or third parties that it engages in connection with the Application and Services or arising out User’s access to, or use of the Application and the Services, including the inability to access or use the Application or the Services, unless such damages and/or costs have been caused due to wilful intent (opzet), deliberate recklessness (bewuste roekeloosheid) or gross negligence (grove schuld) on the part of Tella, its employees and/or third parties engaged by it.

7.2. Tella is also not liable for any damages that result from:

(a) Incorrect, incomplete, outdated, infringing or otherwise unlawful Content as disclosure and use of Content is entirely at the risk and responsibility of the User;

(b) Any use by the User of the Application, Content and Services that is not in accordance with these Terms, the Additional Conditions, if any, and the relevant instructions of Tella;

(c) Incorrect, incomplete or unreliable information provided by or on behalf of the User; or

(d) Any acts of or omissions by, or on behalf of, the User.

7.3. Without prejudice to the foregoing and other provisions in respect of liability, Tella shall only be liable for direct damages and costs sustained. Under “direct damages and costs” is exclusively meant:

(a) damages to User’s equipment that are the direct consequence of any Services provided by Tella;

(b) reasonable costs to prevent or limit the damage which could be expected as a result of the event given rise to the User’s liability;

(c) demonstrable, reasonable costs for determining the nature and scope of the damage as far as this determination concerns the determination of the damage within the meaning of this article.

Tella is therefore not liable for any other damages, including without limitation any indirect, incidental, special, consequential or exemplary damages, loss of profits, goodwill or business opportunities, loss or corruption of Content and other data and information, arising out of or related to the use of, or inability to use the Application and the Services.

7.4. If Tella is liable in accordance with these Terms, its liability shall in no event exceed € 250 in the aggregate.

7.5. User will indemnify Tella for all damages, costs and other losses Tella incurs as a result from any breach of these Terms or any applicable Additional Conditions by or on behalf of User.

7.6. Unless explicitly agreed otherwise, or except where these Terms provide otherwise, any claim against Tella will in any event lapse after one (1) year from the moment the User was, or should have been, aware of the claim.

7.7. Nothing in these Terms limits or excludes liability that by law cannot be limited or excluded.

8. TERM AND TERMINATION

8.1. These Terms between Tella and the User are established by the activation of the User’s Account, whereby the User has accepted these Terms. If the User does not have an Account, the applicability of these Terms is established when the User starts using the Application.

8.2. These Terms will continue to apply until the termination of the Account or, if the User has no Account, until the end of the User’s Application use.

8.3. Except where explicitly agreed otherwise, any paid Plan will be entered into for period of one (1) month which is automatically renewed with periods of one (1) month at a time, unless terminated by a Party at the end of the initial term or such renewal period. There is no notice period for the User and the notice period for Tella is one (1) month.

8.4. The User can terminate the Account by sending an email to hello@tella.tv. In case of termination or expiration of a paid Plan, the Account will not terminate automatically, but the Account will be moved to a free-of-charge Plan if such Plan at the moment of termination or expiration exists. If no free-of-charge Plan exists at that time the paid subscription terminates or expires, or if the User indicates that it also wants to terminate the Account, the Account will be terminated.

8.5. For free-of-charge Plans Tella can terminate the Account with immediate effect by sending an e-mail to the User’s registered e-mail address if an Account is inactive for over two (2) years counting from the User’s last login to the Services.

8.6. Tella can terminate an Account in case of a breach by or on behalf of the User of these Terms or any applicable Additional Conditions upon User’s breach of its obligations under these Terms or any applicable Additional Conditions, unless such breach is curable and is actually cured by User after Tella provides notice of breach to User within five (5) calendar days or any other remedy period set forth in Tella’s notice.

8.7. In case of a termination of your Account, Tella has no obligation to retain any User Content or other data associated with your Account.

8.8. Tella is not liable for the termination of an Account in accordance with the provisions herein or for suspension of the User's right to access and use the Application or the Services.

8.9. The following clauses will survive termination 1, 3.6, 3.7, 4.6, 4.8, 4.9, 5.5, 7, 8.4, 8.7-8.9, 9, 11-13.

9. INTELLECTUAL PROPERTY RIGHTS AND LICENSE

Ownership of the Application, Tella Content and Services

9.1. All Intellectual Property Rights with respect to the Application, the Tella Content and the Services provided or otherwise made available or delivered by Tella and/or any other documents provided to the User, will remain the property of Tella or its suppliers and licensors. Unless explicitly agreed otherwise, nothing in these Terms or any applicable Additional Conditions or otherwise should be construed as the transfer of any of Tella’s Intellectual Property Rights to the User.

9.2. At all times, Tella may delete Tella Content from the Application or its servers or end the access thereto, for example: if Tella is instructed to do so by a governmental body, or if the Tella Content infringes any Intellectual Property Rights of third party rights or if Tella is notified of such claim.

End-User License of the Application, Tella Content and Services

9.3. During the use of the Application if the User does not have an Account or the period User has an Account, the User is granted a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Application, the Tella Content and the Services and use any documents provided by Tella and, where applicable, in accordance with the User’s applicable Plan (End User License). Users may only use the Application, the Tella Content and Services for their own business purposes or personal use. Users are not allowed to allow third parties to use their Account to use the Application, the Content and the Services. For the avoidance of doubt, Users with an Account are allowed to share links to their own User Content to third parties which may use such link to access the Application and that User Content.

9.4. The End User License will immediately terminate upon User’s breach of any of its obligations under these Terms or the applicable Additional Conditions, unless such breach is curable and is actually and immediately cured by User after Tella provides notice of breach to User. This End User License also ends automatically on termination of the Account by the User or Tella in accordance with the provisions of these Terms or the applicable Additional Conditions, if any. In the absence of an Account, this End User License ends automatically when the User ends its use of the Services, e.g. when leaving the Application. Upon the termination of the End User License, User will have no right to use the Application, the Tella Content and the Services.

9.5. Except if allowed under applicable law, the User is not allowed and shall not permit any person or entity to:

(i) Copy, modify, decompile, reverse engineer and/or disassemble the Application, the Services, the Tella Content or any documentation comprised in it or provided under these Terms;

(ii) Use the Application, the Tella Content and Services for the purpose of reselling, leasing, lending, redistribution, sublicensing and/or renting.

Any attempt to do so is a violation of Tella’s rights. Any breach of these restrictions may lead to damage claims and prosecution.

User Content, ownership and license

9.6. All User Content made available, uploaded, created or amended by the User through the Application and Services is the property of the relevant User or its licensors. Tella acquires, free-of-charge, a worldwide, perpetual, sublicensable license to use such User Content for the performance of its obligations under these Terms, which includes the right to disclose the User Content to other Users (on request of the User or otherwise) that have a valid link to such User Content and the storage and back-up of the User Content. Outside this use, Tella will not use the User Content without the User’s permission.

9.7. User guarantees that it is fully authorized to create, amend, upload, store, share, disclose, or otherwise make available any User Content on or through the Application and the Services, and has all necessary rights to do so. To the extent any consent of third parties is required for certain User Consent, the User will arrange and guarantees that it has arranged such consent upfront. The User also guarantees that its use of the Application and Services will not infringe any rights of third parties and the User will assure and guarantees that any User Content:

(a) Does not violate laws, regulations and/or these Terms or any applicable Additional Conditions;

(b) Does not infringe any third-party rights;

(c) Does not impair Tella’s or any third parties’ legitimate interests;

(d) Is not offensive, misleading or fraudulent.

9.8. User is fully responsible and liable for any User Content, including the making available of any User Content to other Users and third parties. User indemnifies Tella against all claims from third parties in this respect, including any and all Intellectual Property Rights infringements claims by third parties and against all related damage and costs, including Tella’s full attorney's fees.

9.9. At all times, Tella may delete User Content from the Application or its servers or end the access thereto.

9.10. In addition to the immediate deletion of any alleged or suspected infringing User Content, Tella may immediately suspend or terminate the Account of the User, if:

(a) The User and/or its User Content infringes any Intellectual Property Rights or other rights of Tella or its suppliers and licensors or any third party or Tella is notified of, or has reason to believe that it will be confronted with such claim;

(b) The User violates any laws, regulations or the Terms or any applicable Additional Conditions;

(c) The User provides incorrect, outdated, offensive, misleading, fraudulent or otherwise unlawful Content; or

(d) The User is engaged in fraudulent or other unlawful activities.

10. FORCE MAJEURE

10.1. A Party shall not be responsible for any failure to or delay in the performance of its obligations under these Terms if such failure or delay is due to an event of Force Majeure.

10.2. Except if not allowed under statutory law, if a Force Majeure event, regardless of whether it affects Tella or the User, lasts more than thirty (30) Business Days, Tella is entitled to terminate the affected Account. Such termination shall not impose any obligation for Tella to pay any compensation to the User.

10.3. In case of Force Majeure event affecting Tella, Tella is still entitled to demand payment for its obligations already performed under a paid Plan before the Force Majeure arose.

11. CONFIDENTIALITY/DATA PROTECTION

11.1 Users shall not disclose Confidential Information of Tella without Tella’s consent, except as set forth in clause 11.2 and without prejudice to clause 11.3. All Confidential Information relating to or obtained from Tella shall be kept confidential by the User for the longer of the applicability of these Terms or the duration of the Account of the User, and a period of at least five years thereafter.

11.2 The obligations in clause 11.1 will not restrict the fact that the User will be permitted to disclose relevant aspects of Tella's Confidential Information pursuant to any applicable legislation or by order of any court or government agency.

The obligations in clause 11.1 will not apply with respect to information which:

(a) is independently developed by the User;

(b) is or becomes public knowledge (other than through unauthorised disclosure by the User):

(c) is disclosed by the owner of such information to a third party free of any obligation of confidentiality;

(d) is already known by the User without an obligation of confidentiality, other than pursuant to these Terms or any agreement based upon it; or

(e) is rightfully received by the User free of any obligation of confidentiality.

11.4. If Parties process information that concerns identifiable natural persons, such personal data shall be processed in accordance with all applicable data protection laws, particularly the EU Regulation 2016/679 on General Data Protection (GDPR). Please see the Privacy Notice for information on how we process your personal data in accordance with de GDPR. If the processing concerns an Account of a Business User, you also have to consult the applicable privacy policy of the organisation to which the Account of the Business User is linked.

11.5. As Business Users use the Application on behalf of an organization outside of purely personal or household activities, the Business User’s organization acts as the controller and Tella acts as the processor within the meaning of the GDPR, and the data processing agreement, which is hereby incorporated into the Terms, shall apply between the Parties.

12. MISCELLANEOUS

12.1. If Tella does not invoke the Terms or any rights under any applicable Additional Conditions towards the User, this does not entail a waiver of any right Tella may have.

12.2. The invalidity, nullification or unenforceability of one or more of the provisions of the Terms or any Additional Conditions does not affect the validity of the other provisions. Tella and User will, in spirit of these Terms, and in good faith consultation, replace the invalid or non-binding provision with another provision that is valid and binding, and whose legal consequences approach as closely as possible those of the invalid or non-binding provision.

12.3. These Terms and any applicable the Additional Conditions, and User’s respective rights and obligations hereunder may not be assigned, pledged, transferred or sold by User without the prior written approval of Tella. This provision excludes transferability (sluit overdraagbaarheid uit) within the meaning of article 3:83 (2) Dutch Civil Code (Burgerlijk Wetboek) for User. Tella may assign, pledge, transfer or sell its rights and obligations under these Terms or any Additional Conditions without the prior notice to or written approval of the User. If Tella makes use of this right, a Consumer has the right to terminate its Plan without additional costs.

12.4. The headings of these Terms are for convenience only and shall not affect the interpretation of any provision of the Terms.

12.5. The singular includes the plural and vice versa, and each gender includes the other gender.

13. GOVERNING LAW AND JURISDICTION

13.1. These Terms are governed by and construed in accordance with the laws of the Netherlands, with the exclusion of its conflicts of law rules. Applicability of the United Nations Convention on the International Sale of Goods (CISG, 1980) is explicitly excluded. This choice of law does not limit any rights Consumers may have under mandatory consumer laws.

13.2. Any and all disputes arising out of or relating to these Terms, the Application or the Services shall be brought exclusively before the court of Amsterdam, the Netherlands (rechtbank Amsterdam). Consumers shall have one month after Tella invokes this clause to object and choose to bring the dispute before the court that is be competent in accordance with applicable laws.