Terms and Conditions

 

 

 

 

 

 

General Terms and Conditions – Vindbaar.nl

Vindbaar.nl

Vindbaar.nl (hereinafter: Vindbaar.nl) is registered with the Dutch Chamber of Commerce under number 86539515 and has its registered office at Beneden Molendijk 27 (3262AA), Oud-Beijerland, the Netherlands.

Article 1 – Definitions

1. In these General Terms and Conditions, the following terms shall have the meanings set out below, unless explicitly stated otherwise.
2. Offer: any proposal or quotation made by Vindbaar.nl to the Client for the provision of Services.
3. Company: a natural or legal person acting in the course of a profession or business.
4. Services: the services offered by Vindbaar.nl, being (online) marketing services in the broadest sense of the word, including but not limited to SEO, SEA and social media services, as well as activities relating to the creation, filming, editing and processing of photographic and audiovisual works, content creation, campaigns, whitepaper marketing, blogging and social storytelling.
5. Client: the natural or legal person acting in the course of a profession or business who has engaged Vindbaar.nl, has awarded projects to Vindbaar.nl for the provision of Services, or to whom Vindbaar.nl has made a proposal pursuant to an Agreement.
6. Agreement: any agreement and other obligations between the Client and Vindbaar.nl, as well as proposals by Vindbaar.nl for Services provided to the Client, which have been accepted by the Client and performed by Vindbaar.nl, of which these General Terms and Conditions form an inseparable part.
7. Vindbaar.nl: the service provider offering Services to the Client.
8. Social Media: the Facebook, Instagram or other social media account of the Client for which the Services of Vindbaar.nl are used.
9. Post: content placed by Vindbaar.nl on Social Media, such as a message, photo, story or video.

Article 2 – Applicability

1. These General Terms and Conditions apply to every Offer made by Vindbaar.nl, every Agreement between Vindbaar.nl and the Client, and every Service provided by Vindbaar.nl.
2. Prior to the conclusion of an Agreement, the Client shall be provided with these General Terms and Conditions. If this is not reasonably possible, Vindbaar.nl shall indicate how the Client may inspect the General Terms and Conditions.
3. Deviation from these General Terms and Conditions is not possible, except in exceptional cases where such deviation has been expressly agreed in writing with Vindbaar.nl.
4. These General Terms and Conditions also apply to additional, amended and follow-up assignments of the Client.
5. The general terms and conditions of the Client are expressly excluded.
6. If one or more provisions of these General Terms and Conditions are wholly or partially null and void or annulled, the remaining provisions shall remain in full force, and the invalid provision(s) shall be replaced by a provision with a similar purport.
7. Any ambiguity regarding the content or interpretation of these General Terms and Conditions, or situations not regulated herein, shall be assessed and interpreted in accordance with the spirit of these General Terms and Conditions.
8. The applicability of Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is expressly excluded.
9. References to “she/her” shall also be understood to include “he/him/his”, where applicable.
10. If Vindbaar.nl has not consistently demanded strict compliance with these General Terms and Conditions, this shall not affect its right to demand compliance at a later stage.

Article 3 – The Offer

1. All Offers made by Vindbaar.nl are non-binding, unless explicitly stated otherwise in writing.
2. Vindbaar.nl shall only be bound by an Offer if it has been confirmed in writing by the Client within 30 days. Vindbaar.nl reserves the right to refuse an Agreement with a (potential) Client for justified reasons.
3. The Offer contains a description of the Services offered. Any data provided are indicative only and do not constitute grounds for compensation or termination.
4. Offers or quotations do not automatically apply to follow-up assignments.
5. Delivery periods stated are indicative and do not entitle the Client to termination or compensation unless explicitly agreed otherwise.
6. A composite price quotation does not oblige Vindbaar.nl to deliver part of the Services for a proportionate part of the price.

Article 4 – Formation of the Agreement

1. The Agreement is concluded when the Client accepts the Offer by returning a signed copy or by explicitly confirming acceptance by email. The Agreement is also deemed concluded if Vindbaar.nl commences performance following an oral assignment.
2. Vindbaar.nl is not bound by an Offer containing an obvious error or mistake.
3. Oral agreements shall, where possible, be confirmed in writing.
4. Agreements are entered into with the company, not with an individual person.
5. The statutory right of withdrawal of a business Client is excluded unless agreed otherwise.
6. If an Agreement is concluded by multiple Clients, each Client is jointly and severally liable.
7. In case of cancellation by the Client, costs incurred up to that point shall be charged according to the following scale:
   • Cancellation up to 14 days before commencement: 25%
   • Up to 7 days before commencement: 50%
   • Within 24 hours before commencement: 75%

Article 5 – Duration and Termination

1. The duration of the Agreement corresponds to the duration of the assignment unless agreed otherwise.
2. Either party may terminate the Agreement due to attributable breach after written notice of default.
3. Termination does not release the Client from payment obligations for Services already rendered.
4. The Agreement may be terminated with three months’ notice, or one month if it has lasted less than three months.
5. In case of premature termination, the Client shall pay the actual costs incurred.
6. Immediate termination is possible in case of insolvency, suspension of payments or liquidation.

Article 6 – Performance of Services

1. Vindbaar.nl shall perform the Services with due care and on a best-efforts basis unless explicitly agreed otherwise.
2. Services are provided exclusively for the Client; third parties cannot derive rights therefrom.
3. Services and pricing are based on information provided by the Client.
4. Additional instructions may result in additional costs.
5. Vindbaar.nl may engage third parties at its discretion.
6. Vindbaar.nl shall keep the Client informed of progress where appropriate.
7. Delays caused by the Client entitle Vindbaar.nl to extension of deadlines.
8. An intake meeting shall take place unless agreed otherwise.
9. Creative works reflect Vindbaar.nl’s style and approach.
10. Additional costs may be charged subject to prior approval.
11. Force majeure circumstances do not give rise to liability.
12. Photo and video materials are stored for six months unless agreed otherwise.
13. Permits and approvals are the Client’s responsibility.
14. The Client shall provide access to accounts where required.
15. The Client shall cooperate fully.
16. Vindbaar.nl may suspend work in case of deficiencies.

Article 7 – Delivery

1. All delivery periods stated by Vindbaar.nl are indicative only and shall never be considered strict deadlines, unless explicitly agreed otherwise in writing. Vindbaar.nl shall deliver the works when, in its professional opinion, they comply with the Client’s specifications.
2. After completion, the Client is entitled to one round of feedback and revisions free of charge. The work shall be deemed delivered once this feedback has been processed.
3. In the case of phased delivery or approval requirements, Vindbaar.nl may suspend delivery until approval is granted. If the Client does not reject the work within 14 days, it shall be deemed accepted.
4. Source files are expressly excluded unless otherwise agreed in writing. Transfer of source files may require a separate agreement and additional compensation.
5. Vindbaar.nl shall use reasonable efforts to meet agreed delivery periods. Urgent requests may result in additional charges.

Article 8 – Transfer of Risk

The risk of loss, theft, misappropriation or damage to data, documents, software or goods used, created or delivered in connection with the Agreement shall pass to the Client at the moment such items are made available to the Client.

Article 9 – Guarantees

Vindbaar.nl performs its Services in accordance with industry standards but provides no guarantees whatsoever.

Article 10 – Obligations of the Client

1. The Client shall provide all required information, documentation and data in a timely manner.
2. Vindbaar.nl is not responsible for verifying the accuracy or completeness of the information provided.
3. Vindbaar.nl may request additional information and suspend its Services until receipt thereof.
4. The Client shall promptly inform Vindbaar.nl of any changes affecting the Agreement.

Article 11 – Advice

1. Any advice, reports or plans provided by Vindbaar.nl are advisory only and non-binding.
2. The Client remains fully responsible for decisions based on such advice.
3. Delays caused by failure to review proposals are at the Client’s risk.
4. Results depend on external factors beyond Vindbaar.nl’s control.
5. Relevant circumstances must be disclosed in writing prior to commencement.

Article 12 – (Online) Marketing

1. Vindbaar.nl does not guarantee marketing results and makes no promises regarding rankings or visibility.
2. Vindbaar.nl is not responsible for incomplete or incorrect information provided by the Client.

Article 13 – SEA and Social Media Campaigns

1. Advertising budgets are determined by the Client. Additional work may incur extra costs.
2. Campaigns remain the property of Vindbaar.nl unless intellectual property rights are explicitly transferred.
3. Results depend on external factors such as algorithms, policies and third-party platforms.
4. Client-initiated changes without approval are at the Client’s risk.
5. Vindbaar.nl is not liable for blocked or restricted accounts.

Article 14 – SEO

1. SEO budgets and scope are determined by the Client and documented in writing.
2. SEO results require time and are subject to third-party rules.
3. Vindbaar.nl may rewrite Client-provided texts.
4. Implementation is subject to third-party guidelines such as Google policies.

Article 15 – Social Media Management

1. Vindbaar.nl may manage Social Media accounts subject to full cooperation by the Client.
2. The scope of management is limited to what is explicitly agreed.
3. Results depend on external factors beyond Vindbaar.nl’s control.
4. Vindbaar.nl does not guarantee likes, followers or views.
5. Third parties may be engaged where necessary.
6. The Client remains responsible for account use and licensing.
7. Content must be provided at least one week in advance unless agreed otherwise.
8. Temporary disruptions do not entitle the Client to compensation.
9. Services depend on platform availability and policies.
10. Unauthorized changes by the Client are at the Client’s risk.

Article 16 – Content Creation

1. Content creation is provided without guarantees unless explicitly agreed.
2. Creative discretion lies with Vindbaar.nl unless specified otherwise.
3. Additional costs may apply for extra materials or time.
4. Copyright remains with Vindbaar.nl unless transferred in writing.
5. Ownership transfer requires explicit consent and additional fees.

Article 17 – Voice-over and Music Rights

1. Use of voice-over or audio requires additional agreements.
2. Music rights and royalties are the Client’s responsibility.
3. Vindbaar.nl may assist with rights administration.
4. Costs, fines and penalties shall be fully reimbursed by the Client, including a contractual penalty of €500 per violation.

Article 18 – Additional Work and Amendments

1. Additional work requested by the Client shall be charged at agreed rates.
2. No charges apply if additional work results from Vindbaar.nl’s fault.
3. Unforeseen additional work may be charged.
4. Fixed-price agreements do not cover additional work.

Article 19 – Prices and Payment

1. Prices are exclusive of VAT unless stated otherwise.
2. Services are invoiced on a post-calculation basis.
3. Budgets and advance payments may be required.
4. Travel time and expenses are chargeable.
5. Third-party costs shall be reimbursed.
6. Payment terms are 30 days unless stated otherwise.
7. Prices may be indexed annually in accordance with CPI.
8. All amounts become immediately due in case of insolvency.

Article 20 – Collection Policy

1. Late payment results in default by operation of law.
2. Statutory commercial interest and collection costs apply.
3. Judicial and enforcement costs are fully chargeable.

Article 21 – Privacy and Data Protection

1. Vindbaar.nl processes personal data with due care.
2. The Client is responsible for lawful data processing.
3. Security measures shall meet reasonable technical standards.
4. Parties shall comply with the GDPR and conclude a processing agreement.
5. Vindbaar.nl acts as a data processor.

Article 22 – Retention of Title

1. Ownership of delivered works remains with Vindbaar.nl until full payment.
2. Storage-related costs and risks are borne by the Client.

Article 23 – Suspension and Termination

1. Vindbaar.nl may retain materials until payment is made.
2. Vindbaar.nl may suspend obligations in case of default.
3. No liability arises from suspension.
4. Payment obligations remain unaffected.

Article 24 – Force Majeure

1. Vindbaar.nl is not liable for force majeure events.
2. Both parties may terminate in case of force majeure.
3. Partial performance may be invoiced separately.

Article 25 – Limitation of Liability

1. Liability exists only where results were explicitly guaranteed.
2. Claims require written notice within 14 days.
3. Liability is limited to the invoiced amount and insured sum.
4. Indirect and consequential damages are excluded.
5. The Client indemnifies Vindbaar.nl against third-party claims.
6. Damage to equipment caused by the Client shall be reimbursed.

Article 26 – Confidentiality

1. All confidential information shall be kept strictly confidential.
2. Confidentiality includes reports, methods and documentation.
3. Disclosure required by law does not give rise to liability.
4. Publication requires prior written consent.
5. Confidentiality obligations apply to engaged third parties.

Article 27 – Intellectual Property Rights

1. All intellectual property rights remain with Vindbaar.nl.
2. Transfer requires a separate agreement and compensation.
3. Modification or disclosure without consent is prohibited.
4. Use is limited to the agreed purpose.
5. Vindbaar.nl retains the right to attribution.
6. Client-provided content remains Client property.
7. Technical protection measures may not be circumvented.
8. Vindbaar.nl may use excerpts for promotional purposes.
9. Use prior to full payment is prohibited.
10. Parties shall cooperate in case of infringement.
11. The Client indemnifies Vindbaar.nl against IP claims.
12. IP infringement results in penalties of €10,000 plus €500 per day.

Article 28 – Indemnification and Accuracy of Information

1. The Client guarantees accuracy and completeness of provided information.
2. The Client indemnifies Vindbaar.nl against resulting claims.
3. Subsidies and permits remain the Client’s responsibility.
4. The Client indemnifies Vindbaar.nl for third-party claims.
5. Files provided must be virus-free.

Article 29 – Complaints

1. Complaints must be submitted within 7 calendar days.
2. Complaints must be sufficiently substantiated.
3. Vindbaar.nl shall respond within 5 calendar days.
4. Parties shall seek an amicable solution.

Article 30 – Governing Law and Jurisdiction

1. Dutch law applies. The Vienna Convention (CISG) is excluded.
2. Vindbaar.nl may amend these General Terms and Conditions.
3. Disputes shall be submitted to the competent court of Rotterdam, location Dordrecht, unless mandatory law provides otherwise.

Oud-Beijerland, 7 December 2022