Terms and Conditions of Delivery
DEFINITIONS (Article 1)
TJDA, registered at the Chamber of Commerce in Amersfoort under number 83495975
“Client”: the natural or legal person with whom TJDA has entered into an agreement.
“General Terms and Conditions”: the general terms and conditions of TJDA (Article 1 up to and including 12)
“Agreement”: the agreement between TJDA and the client that comes into effect with regard to the Service as determined in Article 3.
“Service”: the online marketing service to be provided by TJDA.
APPLICABILITY (Article 2)
These general terms and conditions apply to all offers and acceptances by TJDA, including but not limited to Agreements and/or Agreements arising directly or indirectly therefrom.
To the extent that offers or acceptances addressed to TJDA refer to other (general) terms and conditions, their applicability is explicitly rejected by TJDA.
Deviation from these general terms and conditions is only possible to the extent that TJDA has explicitly and in writing indicated this prior to entering into Agreements.
In the event of the invalidation of one or more of the articles of these general terms and conditions, the remaining articles remain in full force and effect.
OFFERS AND AGREEMENTS (Article 3)
Any offer made by TJDA, whether oral or in writing, is entirely without obligation. Written offers are valid for a period of 30 days from the date of the offer.
Dimensions and/or weights, illustrations or drawings, technical specifications, color and type, quantity and composition, power and quality, etc., in catalogs, brochures, or in any other way, are given as accurately as possible. However, these statements are only binding if expressly confirmed in writing by TJDA.
The agreement is concluded at the moment TJDA receives the unaltered acceptance by the client of the offer made by TJDA to the client, subject to the suspensive condition of approval by TJDA.
In the case of a deviating acceptance by the client of an offer made by TJDA to the client, the agreement is only concluded when TJDA explicitly and in writing informs the client that it agrees to this deviating acceptance, without prejudice to what is determined in the preceding article.
All offers made by TJDA to the client and all agreements entered into between the client and TJDA are based on performance during normal working hours and conditions for TJDA. If work is required during overtime and/or under different conditions, the costs thereof will be considered as additional work and TJDA will charge the client for these costs as such.
All prices mentioned by TJDA are exclusive of VAT, unless expressly stated otherwise in writing.
If the client requests so in writing, the content of the agreement can only be changed after its conclusion as explicitly and in writing indicated by TJDA to the client in response to such a request. If the changes requested by the client are not of minor importance, TJDA will regard the costs for this as additional work, and the agreement will be continued according to what TJDA has indicated to the client.
The client is obliged to cooperate with TJDA to the extent necessary for the execution of the agreement.
The client shall provide TJDA with all necessary facilities, such as, but not limited to, electrical power supply, lighting, telecommunication facilities, and auxiliary materials, at its own expense during the execution of the agreement.
If any delay in delivery and/or execution of the agreement arises on TJDA’s side, which directly or indirectly results from the client not providing the necessary cooperation as described in this article, TJDA shall take the necessary legal actions to carry out the agreement, and the costs associated therewith shall be borne by the client as damages.
To execute the agreement, Mr. bureau is entitled to engage auxiliary persons, including subordinates, at its own expense. The costs mentioned in this article shall only be borne by TJDA to the extent that the engagement of these auxiliary persons is not further described in the agreement.
In the event that the parties have agreed to a phased execution of the agreement, whereby each phase must be approved separately by the client, Mr. bureau is entitled to suspend the execution of a subsequent phase in case the client has not given approval for the completed phase and/or refuses approval.
The start date of the contract is the 1st of the month in which the first invoice is sent by TJDA.
The duration of the agreement is terminable on a monthly basis, unless otherwise agreed upon in the proposal. At the end of the term, the agreement will be automatically renewed for the original contract duration.
CONFIDENTIALITY (Article 4)
Parties are obligated to take all necessary measures to prevent any confidential information of the other party, which has come to their knowledge in the course of performing the agreement, from being disclosed to or falling into the hands of third parties. This obligation shall not apply if the disclosing party can demonstrate that certain information is already publicly known, other than through a breach of this confidentiality obligation.
Parties are not allowed to mention the fact that they have or have had a business relationship between them in advertisements, promotional materials, or in any other marketing activities, except with the prior express written consent of the relevant party.
Violation of the above article makes the offending party liable to pay the other party a penalty of € 5,000.00 (five thousand euros and zero euro cents) per violation, which is immediately due and payable to the other party without further notice, without prejudice to the parties’ right to claim full compensation for any damage suffered.
In the event of termination of the agreement for any reason whatsoever, the provisions of this article shall remain in full force and effect.
DELIVERY (Article 5)
The delivery time indicated by TJDA starts at the moment the agreement is concluded, or at least at the moment the client has provided TJDA with the information necessary for delivery and/or if the client has fulfilled his obligations incumbent upon him upon entering into the agreement. Typically, Mr. SEO needs access to Google Analytics, Google Search Console, and access to the website.
If the agreed delivery time is exceeded by TJDA, other than due to force majeure, the client shall grant TJDA a reasonable period of time to still fulfill its obligations. TJDA shall be in default of its delivery obligation only after the expiration of this reasonable period.
In a case as described in Article 3, paragraph 12, the agreed delivery time shall be extended by the duration of the failure to obtain approval from the client, provided that such failure to obtain approval is not a direct result of any breach on the part of TJDA.
If TJDA has reasonable doubt as to whether the client is fulfilling its obligations under the agreement, in particular but not limited to its payment obligations, TJDA is entitled to suspend the agreement without being in default of its obligations under the agreement.
PAYMENT (Article 6)
Payment of invoices by the client shall be made within 30 days after the invoice date indicated on the relevant invoice, unless TJDA has explicitly and in writing indicated a different payment term to the client.
Payment of invoices by the client shall be made without setoff, deduction, compensation, and/or suspension for any reason whatsoever, unless TJDA has given the client explicit and written permission for such actions.
In case of non-payment by the client of the entire invoice amount within the term as described in paragraph 1 of this article, the client is in default of this payment without any further notice of default. If the client is in default, the client owes TJDA a contractual interest of 3% per month on the outstanding invoice amount, or the statutory interest on the outstanding invoice amount if it exceeds the aforementioned contractual interest. TJDA also has the right to engage a collection agency and charge the client for the associated costs.
Payments made by the client shall first be applied to any interest and costs owed to TJDA pursuant to the aforementioned article paragraph, and then to the longest outstanding invoice amounts.
TJDA is not obliged to perform any services while the client is in default.
All costs incurred in the collection of the invoice, both judicial and extrajudicial, shall be charged to the client, the latter being calculated as a percentage in accordance with the then-current collection rate of the Dutch Bar Association, with a minimum of €75.00.
TJDA is entitled to demand advance payment within the framework of the applicable mandatory statutory provisions before commencing the execution of the assignment.
All claims of TJDA against the client become immediately due and payable (whether pursuant to the termination mentioned in Article 9.1 or otherwise) if the client is declared bankrupt, applies for provisional suspension of payments, is declared subject to statutory debt restructuring, or loses the power of disposition over his assets or parts thereof through seizure, guardianship, or otherwise, or if any communication and/or circumstance on the part of the client gives rise to well-founded fear on the part of TJDA that the client will fail to fulfill his obligations. In any case, such a circumstance exists if TJDA requests the client to provide additional security for the fulfillment of his obligations and such security is not forthcoming or proves insufficient.
TJDA’s rates shall be annually indexed in accordance with the consumer price index (CPI) of CBS.
PROPERTY RESERVATION, INTELLECTUAL PROPERTY, AND KNOW-HOW (article 7)
TJDA reserves the ownership of goods delivered or to be delivered by them until the following are fully satisfied:
The services and/or goods provided under the Agreement, for which the Client is liable;
Claims resulting from the Client’s failure to comply with the Agreement.
All present and future intellectual property rights and related rights to the results of the work performed by TJDA on behalf of the Client will belong to TJDA. To the extent that the acquisition of the aforementioned intellectual property rights requires formalities, only TJDA shall be entitled to perform them.
The Client warrants that the materials, data, content, and communications provided to TJDA in the context of the execution of the assignment do not infringe any legal provisions, protective rights of third parties, or are otherwise unlawful with regard to third parties, and indemnifies TJDA against any claims in this regard by third parties or for the direct and indirect consequences, financial or otherwise, arising from TJDA’s use of such materials, data, etc.
If any goods belong to TJDA pursuant to paragraphs 1 or 2, the Client may dispose of them only in the context of normal business operations. However, the Client may not transfer ownership of these goods or encumber them with a limited right.
The Client is not authorized to disclose the goods or the information contained therein, or otherwise made known to him, to third parties without TJDA’s express written consent.
In case of a breach of paragraphs 2 and 4, the Client shall be liable for a penalty of €5,000 for each breach, without prejudice to TJDA’s right to full compensation for damages.
COMPLAINTS (article 8)
The client is obliged to notify TJDA in writing and with reasons of any complaints regarding goods and/or services delivered by TJDA to the client, as well as regarding invoices, within 30 days after delivery of such goods and/or services and/or the invoice date of such invoices.
The right to make a complaint expires if the client has not made a complaint within the aforementioned period and/or if the client has not given TJDA the opportunity to investigate the complaints thoroughly on site if necessary.
If the client exercises the right to make a complaint in accordance with the provisions of this article, he/she remains fully obligated to fulfill his/her obligations under the agreement with TJDA. The client’s exercise of the right to make a complaint does not give him/her the authority to suspend his/her obligations under the agreement with TJDA.
TERMINATION (article 9)
Without prejudice to the legal powers of TJDA in the event of the client’s default, the agreement shall be terminated without judicial intervention upon a written declaration at the time when the client is declared bankrupt, applies for provisional suspension of payment, is declared subject to the statutory debt rescheduling scheme, or loses the power of disposition over his/her assets or parts thereof by attachment, placement under guardianship or otherwise.
As a result of termination, existing claims become immediately due and payable. The client is liable for the damages suffered by TJDA, including but not limited to loss of profit.
Termination of the agreement must be done in writing at least two (2) months before the agreement expires.
LIABILITY (Article 10)
TJDA is only liable for damages that have arisen on the part of the client as a result of TJDA’s attributable failure to perform the agreement, or by TJDA’s subcontractors and/or employees hired to carry out the agreement. The amount of damages that TJDA is liable to pay is limited to the monetary value of the invoice in which TJDA or its subcontractors and/or employees have attributable failed to perform the agreement. For long-term agreements lasting more than six months, the amount of damages that TJDA is liable to pay is limited to the monetary value of a maximum of three months of the agreement.
TJDA is not liable for any damages, whether directly or indirectly, caused by actions of the client or by the client’s subcontractors and/or employees, whether or not related to the execution of the agreement.
If the client has suffered damages caused by TJDA’s unlawful act, intention, and/or gross negligence, or by TJDA’s subcontractors and/or employees, the amount of damages that TJDA is liable to pay is limited to €5,000 per damaging event, where a series of related events is considered as one event.
In addition to the liability indicated in this article, TJDA is not liable for any other damages that may arise on the part of the client.
If and to the extent that the above provisions cannot be invoked, the compensation for damages per event, where a series of related events is considered as one event, shall in no case exceed the price excluding turnover tax agreed upon by the parties in the agreement under which the event occurred.
FORCE MAJEURE (Article 11)
The delivery period agreed upon between TJDA and the client shall be extended by the period during which TJDA is prevented from fulfilling its obligations due to force majeure.
Force majeure on TJDA’s part exists if, after the conclusion of the agreement, TJDA is prevented from fulfilling its obligations under this agreement or from preparing for it due to war, threat of war, civil war, terrorism, riots, public disturbances, fire, water damage, flooding, strikes, occupation of premises, exclusion, import and export restrictions, government measures, defects in machinery, disruptions in the supply of energy, both in TJDA’s company and at third parties from whom TJDA must obtain the necessary items to execute the agreement, as well as during storage or transport, whether or not under its own management, and furthermore by all other causes outside the fault or risk of TJDA.
If the delivery is delayed for more than two months due to force majeure, both TJDA and the client are authorized to consider the agreement terminated. In that case, TJDA is only entitled to the costs it has incurred, including the compensation for goods already delivered to the client. Otherwise, the parties are not obliged to undo any action and/or to pay damages to each other.
DISPUTES (article 12)
All disputes that may arise between the parties, as a result of their agreement or any subsequent agreements resulting from it, or from any other existing or future legal relationship, such as, but not limited to, tort, undue payment, and/or unjust enrichment, shall be settled by the Court of Amersfoort, unless mandatory jurisdiction rules prevent it.
Dutch law applies to all legal relationships between TJDA and the client, including pre-contractual relationships.
A dispute shall be deemed to exist as soon as one of the parties declares it.