CONTACT
General terms and conditions of Netsociety BV
ARTICLE 1: APPLICABILITY
1. These terms and conditions apply to all offers and all agreements of Netsociety BV, based in Amsterdam, hereinafter referred to as "Netsociety”. The contractual counterparty will hereinafter be referred to as "Client”.
2. Parties have the possibility of diverting from these general terms and conditions. However, different conditions can only be part of the contract between the parties if and insofar both parties have explicitly agreed to these conditions in writing.
3. The applicability of any terms or conditions of purchase or other conditions of the Client is explicitly rejected.
4. Under "writing" these general terms and conditions also comprehend: email, fax or other means of communication that can be regarded as such also taking into account the state of technology and the general views on communication existing in society.
5. The accepting without commentary and maintaining of an offer or order confirmation by the Client in which is referred to these general terms and conditions, can be considered as acceptance of the applicability hereof.
6. The possible inapplicability of a (part of a) provision of these general terms and conditions will not affect the applicability of the remaining provisions.
ARTICLE 2: FORMATION of AGREEMENTS
1. If an offer of Netsociety is accepted, then the agreement will only be established after written confirmation by Netsociety, or at the moment when Netsociety with consent of the Client initiates acts of implementation.
2. Oral agreements are binding to Netsociety only after these have been confirmed in writing by Netsociety.
3. Additions or changes to the general terms and conditions or otherwise changes or additions to the contract will only become binding after written confirmation by Netsociety.
ARTICLE 3: OFFERS
1. All offers, quotations, price lists etc. of Netsociety are offers without engagement unless they include a deadline for acceptance. If a tender or offer entails an offer without engagement and this offer is accepted by the Client, then Netsociety has the right to withdraw the offer within 2 business days after receiving the acceptance.
2. The prices employed by Netsociety as well as the prices mentioned in the offers, tenders, price lists, etc. are excluding VAT and possible expenses. These costs may include – but are not limited to - include travel, transport and invoices from third parties.
3. Images and descriptions in offers and on the website of the user, brochures, catalogues, drawings, models, assignments of colours, sizes and weights as well as other information or descriptions, are as accurate as possible, but are merely indications. No rights can be derived from these, unless the parties explicitly agree otherwise in writing.
4. The pictures, brochures, catalogues, drawings, etc. mentioned in the preceding paragraph of this Article, and the thereon resting intellectual property will remain the property of Netsociety at all times, unless the parties explicitly agreed otherwise in writing. These are to be returned to Netsociety at first request. Without the written permission of Netsociety, they may not be reproduced, or made available to third parties.
ARTICLE 4: PERFORMANCE CONTRACT
1. Netsociety will execute the contract to the best of their knowledge and ability and according to the requirements of good workmanship.
2. If and to the extent a proper execution of the contract demands, Netsociety has the right to engage third parties for the execution certain activities.
3. The Client shall ensure that all data, of which Netsociety indicates that it is necessary or of which the Client may reasonably understand it to be necessary for the execution of the agreement, is provided to Netsociety promptly. If the required information for the implementation of the agreement has not been provided to Netsociety on time, Netsociety has the right to suspend the implementation of the agreement or to charge the Client with the additional costs according to the appropriate rates resulting from the delay.
4. Netsociety is not liable for damage, of any kind, resulting from the fact that Netsociety worked on or with false or incomplete information provided by the Client, unless such inaccuracy or incompleteness should have been known to Netsociety.
5. If Netsociety, or third parties engaged by Netsociety perform work in the framework of the contract at the site of a Client or at a by the Client designated location, the Client shall ensure those employees have access to the reasonably required facilities at no charge.
6. The Client indemnifies Netsociety from any claims by third parties, that suffer injury in connection to the execution of the contract, which is (partly) attributable to the Client.
ARTICLE 5: SEARCH ENGINE MARKETING
1. For the duration of the contract, the Client grants Netsociety an exclusive power to conduct the search engine marketing campaigns relating to the sites and search engines further designated in writing.
2. The Client grants Netsociety a proxy to perform all acts deemed necessary by Netsociety in setting up and managing search engine marketing campaigns.
3. Netsociety shall use its best efforts to achieve an optimal positioning in the selected search engines, but will not commit to achieve any concrete results. All communications from Netsociety about possible results of the search engine marketing campaigns, including the interim reports pursuant to Article 8.3 of these general terms and conditions, are therefore of an indicative nature. Clients cannot derive any rights from these communications.
4. The charges made by the search engines related to the search engine marketing campaigns are to be paid directly by the Client, without interference from Netsociety, to the relevant search engine. Netsociety cannot be held responsible for the consequences of late payments and balance deficits of the Client.
5. The client must comply with the general terms and conditions, specific rules and editorial standards that the search engines give to their advertisers. Netsociety is not responsible for the consequences of the violation of these rules on the part of the Client.
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ARTICLE 6: ADJUSTMENT AGREEMENT
1. If during the execution of the agreement it becomes evident that for an adequate implementation it is necessary to modify or supplement the activities, the parties will timely consult together and adjust the agreement accordingly.
2. If parties agree that the Agreement is amended or supplemented, the date of completion of the works can be affected. Netsociety will inform the Client of this as soon as possible.
3. If the amendment or supplement to the agreement has financial implications, Netsociety will inform the Client thereof in advance.
4. If a fixed fee was agreed, Netsociety shall indicate to what degree the amendment or supplement to the agreement results in an exceeding of this fee.
5. Contrary to paragraph 3 Netsociety will not be able to charge additional costs if the amendment or supplement is the result of circumstances which can be attributed to Netsociety.
ARTICLE 7: CONTRACT DURATION AND IMPLEMENTATION TIME
1. The Agreement is entered into for an indefinite period, unless the parties agree otherwise.
2. Specified deadlines for the completion of a contract can never be regarded as final terms, unless the parties have explicitly agreed otherwise in writing. If Netsociety fails to meet its obligations or does not meet them in time, it must be given a written notice of default.
3. When Netsociety expects it cannot meet its obligations within the specified deadline, it will inform the Client of this as soon as possible.
4. Netsociety is entitled to - regarding the fulfilment of financial obligations of the Client – require an advance payment or security from the Client, before proceeding with the granting of the service.
ARTICLE 8: CONTRACT PROGRESS
1. Netsociety cannot be required to commence with the implementation of the contract, until all necessary information is in its possession and until it has received payment (for a certain time period) upon which had been agreed. If delays result from this, the specified delivery times will be adjusted proportionately.
2. If the provision of services cannot take place normally or without interruption by causes beyond the control of Netsociety, Netsociety is entitled to charge the Client with corresponding costs resulting from this.
3. During the term of the agreement Netsociety will report to the Client periodically, by written or oral report on the progress and results of operations.
ARTICLE 9: EQUIPMENT, SOFTWARE
1. The Client must ensure and carries the risk for making certain it has adequate equipment and other facilities that are adequate for access to a network on which he can receive services provided by Netsociety. The communication costs made in this context are for the Client.
ARTICLE 10: FEES
1. Netsociety and the Client may agree a fixed fee, or the fee may be subsequently determined on the basis of actual hours spent. The parties will agree in writing on the amount of the fixed fee or the applicable hourly rate.
2. Parties also have the opportunity to agree to make the fee in some way partly dependent on the outcome of the contract. This can only be the case when the exact interpretation of this is agreed in writing.
3. If a written recording of the fee has not taken place, Netsociety is empowered to determine this based on its customary hourly rates, valid for the period in which the activities occurred.
4. For contracts with a duration of longer than two months, the fee due may be charged monthly.
ARTICLE 11: CONFIDENTIALITY
1. Both parties must keep secret all confidential information of which they have gained knowledge in the context of the agreement from each other or from any other source. Information is considered confidential if the other party has indicated that it is or if it arises from the nature of the information.
ARTICLE 12: COMPLAINTS
1. Complaints by Clients about the work done must be reported to Netsociety within 8 days after discovery and at the latest within 14 days after completion of the work concerned, failing to do so is considered as the Clients full acceptance of the result of the assignment. The notice must give as detailed a description as possible of the shortcoming, so Netsociety is able to respond adequately.
2. If a complaint is justified, Netsociety will still do the work as agreed, unless this has now become demonstrably useless for the Client. This must be made apparent by the Client in writing.
3. If it is no longer possible or useful to still perform the activities previously agreed upon, Netsociety will only be liable within the limits of Article 14.
ARTICLE 13: INTELLECTUAL PROPERTY
1. All copyrights and other intellectual property rights relating to the services provided by Netsociety, rest at Netsociety. The Client acknowledges these rights and will refrain from any infringement thereon.
2. All documents provided by Netsociety are intended only for use by the Client. The Client is not permitted to publish or reproduce in any form whatsoever information obtained from Netsociety, unless such disclosure is authorized in writing by Netsociety.
3. All documents supplied by Netsociety for the fulfilment of the project remain the property of Netsociety. After expiration or termination of the contract Netsociety can request the Client to destroy or return such documents.
4. The Client indemnifies Netsociety from all claims made by third parties concerning intellectual property rights with regards to information and documents made available by the Client, which are used during the execution of the contract.
5. Netsociety reserves the right to implement the knowledge gained during the execution of the work for other purposes, provided that none of the Clients confidential information ends up with third parties.
ARTICLE 14: LIABILITY
1. Netsociety is committed to its mission as may be expected from a company in its industry, but accepts no liability for damages, including death and personal injury, consequential loss, trading loss, loss of profit or stagnation damage resulting from actions or omissions by Netsociety, its employees or of third parties engaged by him, except where there is intent or gross negligence of himself, his supervisor or management staff.
2. Without prejudice to the other paragraphs of this Article, the liability of Netsociety - on whatever basis – is limited to the net invoice value of the contract.
3. Without prejudice to the preceding paragraphs of this article Netsociety can never held to a restitution of damages greater than the amount paid in this context by Netsociety’s employed insurance, plus personal liability.
ARTICLE 15: PAYMENT
1. Payment must be made within 14 days after invoice date, in a manner indicated by Netsociety in the currency of the invoice. Objections to the height of the expenses claimed do not suspend the payment obligation.
2. The Client makes the payments due to Netsociety without reduction or settlements, except when the settlements relate to the settlement of advanced money in light of the agreement, which he has provided to Netsociety. The Client is not entitled to suspend payment of invoices for work already carried out.
3. If the Clients fails to pay within the period of 14 days than this is a negligent omission. The Client is then charged a rate of 1.5% interest per Month. The interest on the amount due will be calculated from the time that the Client is in default until the moment of payment of the full amount.
4. In the event of liquidation, bankruptcy, seizure or suspension of payment by the Client, the claims Netsociety has on the Client become collectable for payment immediately.
5. Regarding payments made by the Client, Netsociety has the right in the first place to reduce the costs, subsequently to reduce the interest still due and finally to reduce the capital sum and accrued interest. Netsociety can, without being in default, refuse an offer of payment if the Client indicates a different sequence of attribution. Netsociety may refuse full payment of the capital sum, if this does not include the interest still due and accrued interest and the costs.
ARTICLE 16: RETENTION
1. Netsociety reserves ownership of the under the contract delivered, and yet to be delivered, goods up to the time when the Client has met the payment obligations towards Netsociety. Those commitments include paying the agreed price, plus any claims with regards to work done in relation to the contract, as well as claims in respect to any damages for failure to perform obligations on the part of the Client.
2. Matters subject to retention may only be sold by the Client under normal business operations.
3. If Netsociety appeals to retention, the relevant agreement is considered dissolved, without prejudice to the right of Netsociety to recover compensation for damages, lost profit and interest.
4. The Client is required to immediately notify Netsociety in writing to inform it of the fact that third parties are claiming rights to the matters covered under this article of retention.
ARTICLE 17: FORCE MAJEURE
1. In case of force majeure Netsociety is authorized without judicial intervention, to either suspend the implementation of the agreement, or terminate the agreement, without any compensation being due. If the force majeure situation occurs when the contract has already been partly executed, the Client’s will be held to comply with its obligations to Netsociety until that time. All costs made by Netsociety up to then will be immediately and fully claimable.
2. Circumstances of force majeure include means of: war, insurrection, mobilization, foreign and domestic unrest, government action, strikes and lockouts by workmen, the distortion of the existing currency relations present at the time of entering into the contract, weather related circumstances, business failure caused by fire, accident or other events and natural phenomena, irrelevant of whether such circumstances arise in Netsociety, its suppliers or third parties that have been empowered by him to implement the agreement.
ARTICLE 18: WITHDRAWAL, DISSOLUTION
1. Netsociety is authorized to withdraw from the agreement at any time in writing.
2. For contracts with a term of one year or less, the Client may cancel the contract but must comply with a notice period of three months. For contracts with a duration of more than one year or contracts for an indefinite period, the Client must comply with a notice period of six months.
3. If the agreement is terminated by the Client, Netsociety is entitled to compensation for the resulting and plausible loss of capacity, unless Netsociety can be deemed responsible for the facts and circumstances underlying the termination. Furthermore, in such cases, the Client is required to pay the invoices for work done until then. The preliminary results of the work done so far will also be made available with reservations to the Client.
4. If the agreement is terminated by Netsociety, Netsociety will, in consultation with the Client, arrange for transfer of work still to be completed to third parties, unless facts and circumstances underlying the termination are attributable to the Client.
5. If the transfer of work brings along additional costs for Netsociety, these are charged to the Client.
6. Netsociety is authorized without judicial intervention and without notice to suspend or terminate the execution of the agreement if the Client:
a) is declared bankrupt or appeal for bankruptcy has been made,
b) has requested or has been granted suspension of payment,
c) insufficiently performs its obligations, or Netsociety has the reasonable suspicion that he will do so.
ARTICLE 19: APPLICABLE LAW AND COMPETENT COURT
1. The agreement between Netsociety and the Client is governed exclusively by Dutch law.
2. Any disputes will be settled by the Dutch Competent court, Netsociety has the competence to lay a matter before the competent court in a place where Netsociety is located, unless the cantonal Judge is authorized.