Terms and Conditions
The General Terms and Conditions apply to all legal relationships between the Client and Digital Marketing and Publishing International BV * [hereinafter DMPI], except insofar as the applicability of the General Terms and Conditions is excluded by law or regulation or on the basis of a written agreement or limited and subject to changes in the General Terms and Conditions, which have been explicitly confirmed in writing by both parties.
The applicability of the Client’s general terms and conditions is hereby expressly rejected.
These General Terms and Conditions apply to an Assignment by virtue of an agreement or when DMPI can reasonably assume that the Services offered or performed pursuant to an Assignment fall under the relevant chapter.
* Digital Marketing and Publishing International BV is the prime contractor for services – this includes the following trade names: MarketingSoftware.biz; E-Commercemanagers.com; Onedaymarketer.com; Ecommercenews.biz; Mobile.biz; Mobilediscounters.com; Salesmultipliers.com; Saasmaketeers.com; Contentpromoters.com; Hackyourcompetitor.com and Omni-channel.nl.
“Terms and Conditions” means the provisions of this document.
“Client” means the natural or legal person with whom DMPI, as DMPI, enters into an assignment agreement for the performance of work or to provide advice.
“Deliverables” means the performances and work products referred to in the Order Confirmation that are or must be delivered by DMPI to the Client under the Order.
“Services” means the Services and Deliverables as defined in the Order Confirmation.
“Auxiliary Person” means a third party (other than a DMPI) to whom DMPI has outsourced one or more Services.
“Assignment” means the Assignment Confirmation and the applicable General Terms and Conditions.
“Order Confirmation” means the written agreement of order between the Client and DMPI and any other appendices thereto, but with the exception of the applicable General Terms and Conditions.
“Damage” means all claims, damages and costs in any way related to or arising from the Engagement or the Services.
“Confidential Information” means any information, trade secrets or other proprietary information relating to a party (the “Provider”) that has been designated by the Provider as confidential or is confidential by nature.
“Processor agreement” This agreement for the processing of personal data by DMPI is an integral part of the general terms and conditions.
1.1 In these General Terms and Conditions the following terms have the following meanings: (a) Client: anyone who enters into an agreement with DMPI. B) DMPI: the trade names of DMPI established in Heino (Chamber of Commerce 65988256).
1.2 In all cases in which these conditions state “in writing”, this is meant in the broadest of the word, also via email.
1.3 The Client can only hold DMPI to account on the basis of the Assignment. The parties are both independent contracting parties and cannot be regarded as each other’s representative, distributor, (joint venture) partner, co-owner or asset manager. DMPI can only act as a representative of the Client on the basis of a written power of attorney signed by both parties.
1.4 The obligations of DMPI never go beyond what has been confirmed in writing by the Client.
2.1 These General Terms and Conditions apply to all quotations and offers and agreements that relate to services provided by DMPI, as well as to all legal relationships between DMPI and the Client.
2.2 If these General Terms and Conditions are deviated from, the other provisions will remain valid.
2.3 Amendments to these General Terms and Conditions only apply to the cases specified in that specific agreement.
2.4. The General Terms and Conditions do not have to be explicitly agreed upon again after the first time, but are then deemed to have been tacitly accepted. This applies to all further (legal) acts between the parties.
2.5 If DMPI engages third parties, these General Terms and Conditions also apply.
2.6 The applicability of the General Terms and Conditions drawn up by the Client is explicitly rejected by DMPI.
3.1 All proposals, quotations and internet orders from DMPI are without obligation, unless – and then only insofar – DMPI states otherwise in writing.
3.2 The prices in the aforementioned offers and / or quotations are exclusive of VAT, unless stated otherwise. The prices can be adjusted annually where necessary, to be determined by DMPI.
3.3 Offers or quotations do not automatically apply to future assignments.
3.4 An agreement is only concluded after DMPI has accepted an order in writing by means of a related order confirmation. The Client is entitled to respond in writing within 5 working days after receiving the order confirmation. In the absence of a written response from the Client within the aforementioned term, the agreement between the Client and DMPI will have been concluded in accordance with the order confirmation.
Obligations of DMPI
4.1 DMPI only takes on best efforts obligations under an Assignment. DMPI will perform the Services with due observance of the due diligence of a reasonably acting and reasonably competent professional service provider.
4.2 If and insofar as a proper execution of the agreement requires this, DMPI has the right to have certain activities performed by third parties / auxiliary persons.
4.3 DMPI will make reasonable efforts to perform the Services in accordance with the planning stated in the Order Confirmation or in other documents approved in writing by DMPI. Unless explicitly agreed otherwise in writing by both parties, however, all data for the Services stated by DMPI and / or by the Client is in the form of an estimate, is only intended for planning purposes and is therefore not contractually binding.
4.4 Unless the parties have explicitly agreed otherwise in writing, DMPI is not obliged to take into account events that occur after the date of the completion of the Services or to update Deliverables.
4.5 If it has been agreed that the assignment will be carried out in phases, DMPI can suspend the development of those parts that belong to a following phase until the Client has approved the results of the preceding phase in writing and / or has made the payment.
4.6 The Client itself is responsible for establishing that the (nature and scope of the) Services are in accordance with its needs.
4.7 The Client is obliged to cooperate in the performance of the Services by DMPI. This cooperation means, among other things, that the Client provides the necessary facilities and employees in a timely manner, provides the necessary data and information in a timely manner and, if applicable, grants access to the location of the Client.
4.8 The Client itself is responsible for the activities of its employees and authorized representatives, for a timely and lawful provision of correct, complete information and data by or on behalf of the Client to DMPI, as well as for the implementation of advice provided as part of the Services.
4.9 Unless explicitly agreed otherwise in writing, DMPI may, without further investigation or verification, assume that the information and data provided by the Client are correct, complete and lawful and that DMPI may use it. For its services, DMPI is dependent on the timely performance of the Client’s Responsibilities and on timely decisions and approvals granted by the Client in connection with the Services. DMPI may rely on all decisions and approvals of the Client. The Client is obliged to immediately inform DMPI of facts and circumstances that may be important in connection with the performance of the Services.
4.10 Unless stated otherwise in the Order Confirmation, the Client itself is solely responsible for, among other things, the following:
(a) The designation of one or more persons, preferably at management level, who have the appropriate skills, knowledge and / or experience to to supervise (the performance of) the Services;
(b) Assessing the adequacy and results of the Services;
(c) Accepting responsibility for the results of the Services.
5.1 The Parties may agree in the interim that the approach and scope of the agreement and / or the resulting work will be expanded or changed. Additional work will only be performed by DMPI if a further written agreement has been signed by the parties.
5.2 DMPI has the right to charge costs such as additional assignments, test activities, discussions and / or performances that take place at the request of the Client.
5.3 The Client accepts that changes to the activities as referred to in Article 5.1 may affect the expected time of completion of the agreement.
5.4 These extra activities will be reimbursed by the Client in accordance with the usual conditions under Article 9 of these general terms and conditions.
6.1 DMPI reserves the right to cancel agreements in whole or in part in the event of such a change in legislation & regulations or (semi) government policy that compliance can no longer reasonably be expected from DMPI. In such cases, DMPI must notify the Client of the cancellation in writing. In such cases, the latter is not entitled to claim compensation.
7.1 Interim amendments to the agreement can only be agreed upon by mutual consent. DMPI does not take any responsibility for changes that the Client implements unilaterally and does not accept any liability.
7.2 Despite the above in Article 7.1, DMPI has the right, in the interest of the service, to change the advertisements and keywords at its own discretion and without the prior consent of the Client.
7.3 If the parties agree that the agreement will be amended or supplemented, the time of completion of the performance may be affected. DMPI will inform the Client of this.
7.4 If the changes or additions to the agreement have financial and / or qualitative consequences, DMPI is entitled to charge the costs thereof to the Client. DMPI will inform the Client of this in advance.
7.5 If a fixed amount has been agreed, DMPI will indicate to what extent the change or supplement to the agreement will result in this fee being exceeded.
7.6 Contrary to paragraph 4, DMPI will not be able to charge additional costs if the change or addition is the result of circumstances that can be attributed to it.
8.1 The agreement is entered into for the period included in the order confirmation, otherwise for an indefinite period.
8.2 A fixed-term agreement will always be automatically renewed after the end of the period stated in the contract for a period of one (1) month, subject to written cancellation at the end of the (extended) contract period and with due observance of a notice period of one (1) month. 1) calendar month. Interim cancellation is possible monthly towards the end of the month and must be done in writing.
8.3 DMPI also has the right to terminate or terminate the agreement with immediate effect if:
(a) the Client has been declared bankrupt, the Client has been granted a moratorium, as well as in the event of dissolution and liquidation of the Client, or if prejudgment or executory attachment has been imposed on movable and / or immovable property of the Client;
(b) Client is in default in fulfilling its obligations under the agreement.
9.1 All prices and offers are exclusive of VAT, unless stated otherwise.
9.2 If no fixed fee is agreed, the fee will be determined on the basis of the hours actually spent. The fee is calculated according to the usual hourly rates of DMPI, applicable in the period in which the work is performed, unless a different hourly rate has been agreed.
9.3 For all assignments, the costs will be charged monthly afterwards.
9.4 DMPI has the right to adjust its costs based on external circumstances.
10.1 Payment must be made within fourteen (14) days after the invoice date, in a manner to be indicated by DMPI.
10.2 After the expiry of this payment term, the Client will be in default without further summons or notice of default being required; from the moment of default until the moment of full payment, the Client owes an interest of 4% per month on the amount due.
10.3 If the Client has been declared bankrupt, the Client has been granted a moratorium on payments, as well as in the event of dissolution and liquidation of the Client, or if a prejudgment or executory attachment has been levied on movable and / or immovable property of the Client, all The amounts owed to DMPI by the Client are fully and immediately due and payable, without any summons or notice of default being required.
10.4 The Client is not permitted to rely on set-off on any ground whatsoever. If the Client believes that it can assert claims with regard to the agreement with DMPI, this does not release it from its obligation to pay in the agreed manner and it is not entitled to suspend its payment obligation.
10.5 If the Client has objections to an invoice from DMPI, the Client will notify this within 14 days of the date of the invoice. The client has up to 14 days after the date of the invoice to motivate this objection in writing. If the Client has not complied with the above, the Client will be deemed to have accepted the invoice.
11.1 Reports are drawn up by DMPI in accordance with project proposal, quotation or agreement.
11.2 If no reporting method has been agreed, reporting will be in Dutch.
11.3 The amounts and / or numbers and / or targets communicated in the analysis reports of DMPI with regard to media use are purely indicative and no rights can be derived from these amounts and / or numbers and / or targets. If this report deviates from the amount and / or numbers charged by DMPI to the Client on an invoice with regard to the use of media, then the amounts and / or numbers stated in the invoice will apply as the amounts actually issued and / or or realized numbers.
12.1 The parties are obliged to observe confidentiality with regard to all information that they have obtained from each other or from another source in the context of the agreement.
12.2 DMPI reserves the right to use the name of the Client or the Client of the Client as a reference and to make it public as such.
12.3 The (personal) data provided to DMPI will be treated confidentially in the manner prescribed in the Wbp. The information provided is recorded in a file. Data will not be provided to third parties unless agreed to in writing.
13.1 All documents provided by DMPI, of whatever nature, are exclusively intended for use by the Client. The Client is not permitted to disclose and / or reproduce information obtained from DMPI in any form whatsoever, including selling, editing, making available, distributing and integrating it, whether or not after processing, in networks, unless such disclosure and / or duplication is permitted in writing by DMPI and / or such disclosure and / or duplication arises from the nature or purpose of the agreement with DMPI.
13.2 DMPI reserves the right to use the knowledge gathered for the performance of the work for other purposes, insofar as no confidential information of the Client is disclosed to third parties.
13.3 DMPI does not agree to any provisions that may be construed as prohibiting or limiting its right to (a) provide advisory or other services of any kind or nature to any natural or legal person whatsoever in its sole discretion , or (b) to develop material for itself or for third parties that is competitive or comparable to Deliverables developed in connection with the Assignment, regardless of its similarity with those Deliverables, without prejudice to its confidentiality obligations under Article 12 of the General Terms and Conditions.
13.4 The Client indemnifies DMPI against all claims from third parties with regard to intellectual property rights with regard to the publication of the texts, images or other data provided to it by or on behalf of the Client.
13.5 If DMPI makes use of the rights of third parties in its performance of the assignment, the client does not become the owner of those rights, but those rights remain with DMPI or the third party.
14.1 If DMPI should be liable, this liability is limited to a maximum of twenty-five thousand euros (€ 25,000.00).
14.2 DMPI is at all times entitled, if and as far as possible, to undo or limit the damage of the client by repairing or improving the inadequate performance of the work.
14.3 In the event of defects in the performance on the part of DMPI, no liability is accepted for the defects that have arisen as a result of acts or omissions of the Client or third parties for which the Client is responsible or which the Client makes use of.
14.4 DMPI assumes that the data provided by the client is lawful and accepts no liability for the contrary.
14.5 The parties mutually exclude liability for damage or delays caused by disruptions in the electronic services of DMPI and of third parties, such as partners of DMPI, providers, network operators or other telecommunication networks.
14.6 If at any time DMPI liability arises for damage suffered by the Client due to an attributable shortcoming in the fulfillment of the obligations under the agreement with DMPI, this liability is in all cases limited to a maximum of the invoice value of that specific part of the invoice. agreement to which the liability relates, with a maximum of the stated amount as referred to in article 14.1.
14.7 Damage for which DMPI is liable on the basis of the previous paragraph will only be eligible for compensation if the Client has notified DMPI of this within fourteen (14) days after the occurrence thereof, unless the Client can demonstrate that it can reasonably demonstrate this damage. has not been able to report earlier.
14.8 The Client indemnifies DMPI against liability of third parties with regard to damage of any nature whatsoever, caused by or in connection with the performance of the agreement.
15.1 If DMPI cannot, not timely or not properly fulfill its obligations under the agreement as a result of a cause that cannot be attributed to it, those obligations will be suspended until DMPI is still able to fulfill them in the agreed manner. without DMPI being in default with regard to the fulfillment of those obligations and without being liable to pay any compensation.
15.2 Such circumstances include: government measures, traffic disruptions, illness of deployed personnel, strikes, lockouts, obstacles by third parties, technical complications unforeseen by both parties and other stagnation in the normal course of business in his company.
15.3 In case of force majeure, DMPI is entitled to dissolve the agreement in whole or in part, or to cancel the order without being obliged to pay any compensation to the Client. DMPI is obliged to immediately notify the Client of this in writing.
15.4 If DMPI is able to partially fulfill its obligations when the force majeure commences, it is entitled to invoice the already executed or executable part separately and the Client is obliged to pay this invoice as if it concerned a separate agreement.
16.1 None of the Parties is entitled to transfer the rights and obligations under this agreement without the written consent of the other party.
16.2 DMPI has the right to change these General Terms and Conditions unilaterally. Changes also apply to agreements already concluded. Changes are communicated to the Client in writing and take effect on the date indicated.
16.3 If a provision of the agreement or the General Terms and Conditions proves to be invalid, this will not affect the validity of the entire agreement or the General Terms and Conditions. In that case, DMPI has the right to substitute a provision that is not unreasonably onerous for the Client and which approximates the invalid provision as closely as possible.
16.4 In the event that these General Terms and Conditions and the order confirmation or the written agreement contain conflicting provisions, the provisions included in the order confirmation or the written agreement take precedence over these General Terms and Conditions.
16.5 All agreements between the parties and obligations arising from or related thereto are exclusively governed by Dutch law.
16.6 Complaints must be submitted in writing.
16.7 Disputes will be submitted to the court in Zwolle, unless DMPI decides otherwise.
16.8. DPMI is not liable for interpretation and/or translation errors in these Terms and Conditions. Only if it were the case in the original, Dutch, language DPM is liable.
16.9. These General Terms and Conditions will come into effect on July 1, 2017.
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