General Terms and Conditions - Novicom Marketing Group
These General Terms and Conditions are applicable to Novicom Marketing Group and its trade names,
General Terms and Conditions Novicom Marketing Group
1.1 General Terms and Conditions: The General Terms and Conditions (hereinafter: the “GTC”) such as these are changed from time to time.
1.2 Principal: Each (legal) person that wishes to conclude or has concluded with the Contractor an Agreement.
1.3 Contractor: Novicom Marketing Group, having its seat of business in Tilburg, the Netherlands.
1.4 Parties: Principal and Contractor jointly.
1.5 Agreement: A document signed by both Parties in which the agreements concerning the activities to be executed by the Contractor and to be accepted by Principal have been recorded.
2.1 The GTC are applicable to all (legal) acts and each offer(s), commissions, services etcetera between Parties, also when these might not lead to or are in connection with an Agreement.
2.2 Unless explicitly agreed otherwise and in writing the applicability of other (general) terms and conditions is excluded.
2.3 Deviations of this GTC are only valid if these have been agreed explicitly in writing.
2.4 If a stipulation of the GTC or an Agreement proves to be invalid or is invalidated, then this does not affect the validity of the entire GTC or Agreement. Parties shall then enter into consultation in order to agree upon new stipulations for the replacement of the invalid or invalidated stipulations, whereby as much as possible the purpose and the tenor of the invalid or invalidated stipulations shall be observed.
3. Agreement and cancellation
3.1 An Agreement is only effective if it has been signed or confirmed by both Parties.
3.2 Contractor reserves the right to, without stating reasons, no to execute a signed Agreement, for instance, if it has reasonable doubt or information that Principal shall not (be able to) comply with his (financial) obligations. If the Contractor refuses, it shall notify Principal within 14 (fourteen) days after signing of the Agreement in writing about the refusal.
3.3 Cancellation of an Agreement takes place by registered mail and observing a notice period of 2 (two) months, against the end of the agreed or extended tenor of the Agreement.
3.4 Each of the Parties can terminate the Agreement without notification of default with immediate effect in whole or in part in writing if the counterparty -whether or not preliminary- is granted a suspension of payment or a debt sanitization in the framework of the WSNP, if with regard to counterparty bankruptcy is requested or if the enterprise of the counterparty is liquidated or terminated otherwise than for the benefit of reconstruction or joining of enterprises. The contractor is never required to any restitution of already received monies or to compensation of damages. In case of bankruptcy of Contractor, the right to use of programs made available to the Principal becomes void by law.
4.1 All standard prices are in EURO, and exclusive of VAT and other levies by the government unless agreed otherwise.
4.2 Contractor reserves the right to apply once per year a correction for inflation.
4.3 Transaction costs are on behalf of the client.
5.1 Parties have made agreements in the Agreement regarding the payment of the services executed or to be executed by the Contractor. The payment needs to take place in accordance with the stipulations in the Agreement.
5.2 Principal is at all times held to pay the agreed price in full to Contractor by means of direct debit or within the set term of 14 calendar days.
5.3 If Parties have agreed on an additional payment arrangement, then this has been confirmed separately to Principal in writing and both parties are bound by it.
5.4 When Principal is in default or comes short with the compliance with one or more of the agreed payment all out-of-court costs will be for the account of Principal. The out-of-court costs are set at 15% of the agreed price of the Agreement, with a minimum of € 750.00. The possibly made reasonable in-court and execution costs will be fully for the account of the Principal.
5.5 In case of bankruptcy, liquidation or suspension of payment or debt sanitation in the framework of the WSNP the claims of Contractor on Principal and the obligations of Principal towards Contractor are immediately due upon demand.
5.6 Payments made by Principal always firstly serve for the payment of all due interest and costs, secondly of outstanding invoices that are due the longest, also if Principal states that the satisfaction concerns a later invoice.
5.7 If Principal omits to comply with these payment obligations, then the Contractor is authorized to suspend and/or cease his activities.
6. Change and extra work
6.1 If Contractor on request of Principal or upon his own request, with prior consent in writing by Principal, has executed activities or other performances that fall outside the content or scope of the Agreement, then these activities or performances shall be paid by Principal in accordance with the usual rates of Contractor. The contractor is never obliged to comply with such a request and he can require that for that a separate written agreement will be concluded.
6.2 Principal accepts that by activities or performance as referred to in article 7.1 the agreed objectives and expectations can be influenced.
6.3 To the extent that for the services a fixed price has been agreed, then Contractor shall inform Principal always in advance in writing about the financial consequences of the extra work.
7.1 Principal shall provide all data, of which Contractor states that these are necessary for the execution of his activities, including the login codes of YouTube, Facebook, Google Ads, Google Analytics, Twitter, Instagram, Snapchat, SoundCloud, Spotify, Apple, Google+, FTP-data, and the CMS login data, timely to Contractor. If the data, that are necessary for the execution of the Agreement, have not timely been provided to Contractor, the Contractor cannot start with the execution of the activities and has Contractor in the first instance the right to suspend the execution of the Agreement. The principal is responsible for the correct collection and management of the data, among other GDPR. The principal can send Novicom Marketing Group a processing agreement that we will sign.
If Principal omits to provide the requested data also on a request thereto, or otherwise remains in default with compliance with any condition from the Agreement or this GTC, then Contractor has the right to dissolve the Agreement out-of-court, notwithstanding the right of Contractor to claim full payment (inclusive of interest and costs) in accordance with article 6 of these GTC.
7.2 Contractor shall execute the Agreement to the best of his insights and abilities.
7.3 Contractor cannot warrant that with the activities executed by him always the result desired by the Principal will be achieved. The accepted commission leads to an obligation to make an effort, not to an obligation to achieve a result.
7.4 If Principal wishes to make use of the buying of views, likes or reactions then Novicom Marketing Group can never be held liable for problems with the concerned accounts. Novicom Marketing Group shall never apply without consultation so-called ‘black-hat’ techniques.
8.1 When in the Agreement a term is agreed for the completion of certain activities, then this is at all times an indicative term but never a fatal term.
8.2 If the Contractor, irrespective of the circumstances and causes, expects to exceed a term, the Contractor shall notify Principal hereof as soon as possible.
9.1 Confidentiality of all confidential information that Parties have obtained in the framework of the Agreement from each other is obligatory for Parties. Information is confidential if this has been stated by the other Party or if this reasonably derives from the nature of the information.
9.2 Contractor has the right to use the name and the logo of the Principal as a reference on the website, (social) media, and cases.
9.3 Contractor has the right to share results, shielded off from the project name with third parties as a reference.
10.1 For the duration of the Agreement Principal grants to Contractor the exclusive right to execute the granted commission.
11. Intellectual property
11.1 All intellectual property rights that relate to and/or on are the result of the services provided by the Contractor are with Contractor. Principal solely acquires the rights of use that are allocated explicitly by these GTC and the law. Any other or further going right of Principal is excluded.
11.2 The documents provided by the Contractor to the Principal are solely destined to be used by the Principal. It is not permitted for the Principal to make obtained information public and/or to multiply it in whichever form. Hereunder will among others be understood, the treating, selling, making available, distributing and the – whether or not after treatment – integrating in networks, with the exception that such a disclosure and/or multiplication has been permitted in writing by Contractor and/ such a disclosure and/or multiplication derives from the nature of the Agreement with Contractor.
11.3 All information delivered by the Contractor remains the property of the Contractor. After the end of the Agreement Contractor can request of Principal to send back the delivered information such as reports and documents.
11.4 Contractor reserves the right to use the acquired knowledge that has been created by the execution of the activities for other purposes to the extent that hereby no confidential information of Principal will be provided to third parties.
11.5 Principal safeguards Contractor from claims of third parties regarding intellectual property rights.
12.1 The total liability of Contractor is limited to compensation of direct damage to the maximum of the amount of the price stipulated for that Agreement (excl. VAT). If the Agreement is a duration agreement with a tenor of more than one year, then the price stipulated for that Agreement is set at the total of the fees (excl. VAT) stipulated for one year. In no case shall the total compensation for direct damage amount to more than € 2,500.00 (twenty-five hundred Euro). Under direct damage will solely be understood: (a) reasonable costs that Principal would have to make to let the performance of Contractor comply with the Agreement; this substituting damage will however not be paid if the Agreement is dissolved by or on request of Principal; (b) reasonable costs that Principal has made for the necessary keeping operational longer of his old system(s) and related facilities because Contractor has not delivered on an ultimate delivery date binding to him, reduced with possible savings that are the consequence of the delayed delivery; (c) reasonable costs made for the establishment of the cause and the scope of the damage to the extent that the establishment relates to direct damage in the sense of these conditions; (d) reasonable costs made for the prevention or limitation of damage to the extent that Principal demonstrates that these costs have led to limitation of direct damage in the sense of these GTC.
12.2 The liability of Contractor for damage by death or bodily harm or because of material damaging of goods never amounts in total to more than € 1,250,000.00 (one million two hundred fifty-thousand Euro).
12.3 Liability of Contractor for indirect damage, consequential damage, missed profits, missed savings, reduced goodwill, damage by enterprise stagnation, damage as a consequence of claims of customers of Principal, mutilation or loss of data, damage relating to the use of goods prescribed by Principal to Contractor, materials or software of third parties, damage relating to the employment of suppliers prescribed by Principal to Contractor and all other forms of damage than mentioned in articles 13.1 and 13.2, on whichever basis, is excluded unless there is an instance of gross negligence or willful intent.
12.4 Precondition of the emergence of any right on the compensation of damages is always that Principal reports the damage as soon as possible after the emergence thereof in writing to the Contractor. Each claim for compensation of damages against the Contractor becomes void by the mere expiry of 12 months after the emergence of the claim.
12.5 Principal safeguards Contractor from all claims of third parties because of product liability as a consequence of a defect in a product or system that has been delivered by Principal to a third party and that in part consisted of equipment, programs or other materials delivered by Contractor, except for and to the extent that Principal demonstrates that the damage is caused by that equipment, programs or other materials. The stipulations in this article also apply for the benefit of all (legal) persons of which Contractor makes use for the execution of the Agreement.
12.6 Principal is responsible for the correct acceptance of the placing of Cookies and other GDPR rules.
13. Force Majeure
13.1 No of Parties is obliged to comply with any obligation if they are impeded thereto as a consequence of Force Majeure. Under Force Majeure is also understood the non-proper compliance with obligations of suppliers as well as defectiveness of goods, materials, programs of third parties of which the use has been prescribed by Principal to Contractor.
13.2 If a Force Majeure situation lasts longer than ninety days, Parties have the right to terminate the Agreement by dissolution in writing. In that case, a settlement will take place on the basis of the duration of the activities executed, till then without that Parties are liable towards each other otherwise.
14. Equipment & Software
14.1 The principal needs to arrange by himself for the made communication costs and must be in the possession of the correct equipment and software.
15.1 Contractor is at all times authorized to introduce changes in the technical facilities with regard to the services, including but not limited to the composition of the list of search engines whereby registration takes place.
15.2 Principal shall assume a position and behave in accordance with what may be expected from the responsible and careful use of the service(s).
15.3 Principal is always responsible for any use – including among others unauthorized use – that is made or the use and access rights granted to it and will assume a position and will behave in accordance with what may be expected of a responsible and careful Internet user.
15.4 Principal shall at all times follow the directions given by the Contractor for the use of the service(s).
15.5 Contractor is authorized to change the non-technical facilities of its services. A change that in the reasonable opinion of the Contractor requires a considerable, not temporary adaptation at the side of the Principal, and shall be made known as soon as possible to Principal. The principal can make no claim to compensation or compensation of damage but has the right to then cancel the Agreement, as of the day of the announced change.
15.6 Contractor reserves the right to stop/remove technical services if this causes a disruption or delay of the system. Contractor assesses whether there is an instance of such disruption or delay and can block without prior notification to Principal the Online Advertising and/or the Search Engine Marketing, or otherwise take measures to relieve the disruption or delay.
15.7 Contractor is authorized to, without prior announcement, put out of use its services (temporarily) or to limit the use thereof to the extent that this is necessary is for the reasonably required maintenance or for the adaptations or improvements of the services necessarily to be executed by Contractor without that because of this a right to compensation of damages or compensation of Principal towards Contractor emerges.
16.1 Neither Party is authorized to assign the rights and obligations from this Agreement to third parties without written permission of the counterparty.
17. Competent court and applicable law
17.1 The laws of the Netherlands are applicable to these GTC and the Agreements between Parties.
17.2 All disputes that derive from or relate to these GTC and/or the Agreements and legal obligations as referred to in the previous section shall by exclusion be submitted to the District Court for Breda, the Netherlands.