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General Terms and Conditions

Oogst delivery terms

Delivery terms and conditions as filed with the Chamber of Commerce in Amsterdam.

Article 1: General

1.1 These general terms and conditions can also be downloaded from http://www.oogstonline.nl (hereinafter: the "General Terms and Conditions").
1.2 In these General Terms and Conditions, the following terms shall have the meanings assigned to them:  a) Client: any natural person or legal entity that has concluded an agreement with OOGST - Sabaki-Groep B.V., respectively  and his representative(s), authorised representative(s), successor(s) in title and heirs.  b) Contractor: the private company with limited liability OOGST - Sabaki-Groep B.V., having its registered office in Amsterdam and registered with the Trade Register of the Chamber of Commerce under number 18074711 
1.3 In all cases where these terms and conditions state "in writing", this includes e-mail, fax or other electronic messages sent by analog or digital means that have reached Principal or Contractor, respectively.

Article 2: Applicability

2.1 These General Terms and Conditions apply to all offers and agreements relating to services offered by the Contracted Party, as well as to all legal relationships between the Contracted Party and the Client, except insofar as legislation or regulations exclude or limit the application of these General Terms and Conditions and subject to changes to these General Terms and Conditions, which must be explicitly confirmed by the parties in writing. 
2.2 If and insofar as one or more provisions of these General Terms and Conditions are deviated from in writing, the provisions that are not explicitly deviated from will remain in full force and effect. 
2.3 Changes to these General Terms and Conditions agreed in writing shall only apply to the cases provided for in that specific agreement, unless the deviations in a subsequent agreement are confirmed in writing. 
2.4 The Client is assumed to also accept these General Terms and Conditions with regard to subsequent offers, deliveries and services of the Contracted Party,  subsequent assignments given by the Client to the Engaged Firm and subsequent agreements concluded between the Engaged Firm and the Client. 
2.5 These General Terms and Conditions also apply to all agreements for the performance of which the Contractor engages third parties. 
2.6 The applicability of the General Terms and Conditions used by the Client is expressly rejected.

Article 3: Offer

3.1 All offers and/or quotations of Contractor are without obligation, unless - and only in so far as - Contractor has stated otherwise in writing. 
3.2 The prices in the offers and/or quotations referred to are exclusive of VAT, unless otherwise indicated. The prices used are periodic (in principle per 1  January and/or 1 July) in the light of wages and price developments. 
3.3 A contract will only be concluded after a duly authorised officer of the Contracted Party has accepted an assignment in writing. For activities for which, due to their nature and/or scope, no quotation or order confirmation is sent, the start of the execution of the activities will be considered as the order confirmation.
3.4 A change of budgets, the temporary or permanent discontinuation of the campaign will only be accepted if there is a written order to that effect.  given by the principal. 
3.5. The Contractor shall apply a minimum spending amount of eur 250 per month. If fewer clicks are realised, the contractor shall however  endeavour to optimise the campaign in such a way that the total amount of the budget is used as efficiently as possible.

Article 4: Performance of the Assignment and Services

4.1 The contractor shall execute the agreement to the best of his knowledge and ability and in accordance with the requirements of good workmanship. The Contracted Party will make every effort to carry out the work properly and carefully, as well as to represent the Client's interests to the best of its ability and to strive for a result that is usable for the Client. However, the Contracted Party cannot guarantee that the work will always achieve the result desired by the Client. 
4.2 The contractor has the right to have certain activities carried out by third parties. 
4.3 The Client will ensure that all data which the Contracted Party indicates are necessary or which the Client should reasonably be required to provide.  that these are necessary for the execution of the agreement, are provided to the Contractor in a timely manner. In the event that the information required for the execution of the agreement is not provided to the Contracted Party in a timely manner, the Contracted Party will be entitled to suspend the execution of the agreement and/or to charge the Client for the additional costs resulting from the delay in accordance with the usual rates. 
4.4 In the event that it has been agreed that the agreement will be carried out in phases, the Contractor may carry out those parts of the agreement that will be carried out up to a subsequent phase.  to suspend the agreement until the Client has approved and/or paid for the results of the preceding phase in writing.

Article 5: Additional work

5.1 The contractor has the right to adjust the price for the services it provides in the event of changes to the agreed project proposal or quotation, including with regard to the set-up, functionality, interpretation, method, scope, analysis and/or reporting that take place in consultation with or at the request of the client. 
5.2 The Contracted Party will be entitled to charge the Client for any extra supplements, tests, discussions and/or performances that take place at the Client's request.

Article 6: Completion of the Assignment

6.1 If a term has been agreed within the term of the agreement for the completion of certain work, this is only an indicative term and never a deadline. 
6.2 The Contracted Party will only be in default after the Client has given the Contracted Party notice of default by registered letter and the said reasonable term has not been complied with within the notice of default.
6.3 If the Contracted Party expects that it will not meet a term, the Contracted Party will inform the Client of this as soon as possible.

Article 7: Reporting

7.1 Reporting by the Contracted Party to the Client will take place in accordance with the project proposal, quotation or agreement. 
7.2 If no reporting method is specified, reporting shall be in Dutch and/or English and in accordance with the standards of good workmanship. If no reporting medium has been agreed, the Contracted Party will determine the medium used for this purpose.

Article 8: Amendments

8.1 If during the execution of the agreement it appears that for a proper execution it is necessary to change or supplement the work to be done, parties will timely and in consultation adjust the agreement accordingly. 
8.2 Notwithstanding the provisions of Article 8.1, the Contracted Party will be entitled, in the interests of the provision of services and in order to try to optimise the result for the Client, to change the titles and descriptions at its own discretion and without the Client's prior consent. 
8.3 If the parties agree that the agreement is to be amended or supplemented, this may affect the time of completion of the execution. The Contracted Party will inform the Client of this as soon as possible. 
8.4 In the event that the changes or additions to the agreement have financial and/or qualitative consequences, the Contracted Party will be entitled to charge the Client for the costs thereof. The Contracted Party will inform the Client of this in advance. 
8.5 In the event that a fixed fee has been agreed, the Contractor will indicate the extent to which the amendment or supplement to the agreement will result in this fee being exceeded. 
8.6 Contrary to paragraph 3, the Contracted Party will not be able to charge any additional costs if the change or supplement is the result of circumstances attributable to the Contracted Party. 
8.7. If the campaign to be conducted means an exceeding of the monthly media purchase budget of 10% or less, the Contracted Party will charge this exceeding amount or, if necessary, will be able to correct the difference in the following two months.

Article 9: Responsibility of the Client

9.1 The Client is responsible, at its own risk and expense, for providing sound equipment and sound other facilities that give access to a network on which it can receive the services provided by the Contracted Party. 
9.2 The Client is responsible for the reimbursement of the communication costs incurred. 
9.3 The Client is fully responsible for the correctness of the data, texts, illustrations or other data supplied by it to the Contracted Party. 
9.4 If applicable, the Client guarantees the correctness of the proofs and/or concepts accepted by him, respectively for proofs and/or  concepts for which he did not send corrections to the Contractor, or did not do so on time. 
9.5 Texts, illustrations or other data compiled by the Contracted Party for the benefit of the Client will be deemed to have been accepted by the Client, unless the desired changes are notified in writing by electronic means within a period of fourteen (14) days after publication. 
9.6 The Client guarantees its power of attorney in the event of an assignment on behalf of third parties. 
9.7 The Client guarantees at all times that the material supplied by it to the Contracted Party will not infringe any rights of third parties, including intellectual property rights. 
9.8 Principal is always obliged to provide all cooperation, data and information in a timely manner, which are necessary or useful for the execution of the agreed services by Contractor.

Article 10: Confidentiality

10.1 Parties are obliged to maintain the confidentiality of all confidential information that they have obtained within the framework of the agreement from each other or from another source, regardless of whether it is of a written or oral nature and from whoever originates. Information is deemed to be confidential if the other party has indicated this or if this follows from the nature of the information. 
10.2 The Contracted Party will reserve the right to use the Client's name as a reference and to publish it as such. 
10.3 The (personal) data provided to the Contractor will be treated confidentially. The data transmitted shall be recorded in a file.  These data will not be made available to third parties.

Article 11: Exclusivity and Non-Compete

11.1 For the duration of the agreement and with due observance of the provisions of the agreement, the Client grants the Contractor the exclusive right to perform the assigned assignment. 
11.2 For the duration of the agreement and for a period of one (1) year after its termination, the Client will not be permitted to employ an employee of the Contractor directly or indirectly or to enter into a contractual relationship with an employee of the Contractor, unless the Contractor has given its written approval. 
11.3 For each infringement of the provision contained in Article 11.2, the Client forfeits an immediately payable penalty of EUR 50,000 for each infringement or EUR 1,000 for each day for each day that the infringement continues, without prejudice to the right of the Contracted Party to claim full compensation. This compensation explicitly includes any costs incurred to enforce the rights of the Contracted Party both in and out of court - in the first case these costs will not be limited to the established order for costs - as well as any costs incurred to establish the infringement or to have it established and to establish liability.

Article 12: Intellectual property

12.1 All copyrights and other intellectual property rights in respect of the services provided by the Contractor are vested in the Contractor. The Client acknowledges these rights and shall refrain from any infringement thereof. 
12.2 All documents provided by the Contractor, such as (digital) reports, monitors, checklists, advice, templates, sales guides, designs, sketches, software, applications, introduction pages, etc., are exclusively intended to be used by the Client. The Client is not permitted to publish and/or reproduce information obtained from the Contracted Party in any form whatsoever, including selling, processing, making available, distributing and integrating it into networks, whether or not after processing, unless such publication and/or multiplication is permitted in writing by the Contracted Party and/or such publication and/or multiplication results from the nature or purpose of the agreement with the Contracted Party.
12.3 All documents supplied by the Contractor for the fulfilment of the assignment, such as documents, reports and optimised pages, remain the property of the Contractor. After expiry or termination of the agreement, the Contracted Party may request the Client to remove documents, reports, delivered optimised pages and advice from its website or to return them to it. 
12.4 Contractor retains the right to use the knowledge gathered for the execution of the work for other purposes insofar as no confidential information of Client is brought to the notice of third parties. 
12.5 The Client indemnifies the Contracted Party against all claims of third parties in respect of intellectual property rights with regard to the publication of the  texts, illustrations or other data provided to it by or on behalf of the Client. In this respect, it shall apply between the parties that digital images from networks of third parties do not belong to the Client, unless the Client provides evidence to the contrary.

Article 13: Duration and termination of contracts

13.1 The agreement is entered into for a period of one year, unless another period is included in the order confirmation. Open-ended contracts shall be deemed to be annual contracts renewed for successive periods of one year. 
13.2 The agreement ends by notice of termination with due observance of a notice period of 1 month towards the end of the term of the agreement, whereby the campaign is terminated on the last day of the calendar month.  If no timely notice of termination has been received, the agreement will be extended by a term of one year, unless another term was agreed in the original agreement. 
13.4 Budget reductions will be made on the first day of the new calendar month. 
13.5 A fixed-term agreement cannot be terminated prematurely. 
13.6 The contractor will also be entitled to  to terminate or terminate the agreement with immediate effect or to suspend its obligations under the agreement, whereby it retains the right to the payments as agreed in the agreement if:  a) the Client has been declared bankrupt, has been granted a suspension of payments to the Client, as well as in the event of the dissolution and liquidation of the Client, or  if the Client's movable and/or immovable property has been seized by way of conservation order or execution order;  (b) the Client is in default in the performance of its obligations under the contract.

Article 14: Fee/fees

14.1 The Contractor's fee is not dependent on the outcome or result of the services provided. 
14.2 All prices and cost estimates are exclusive of VAT, unless otherwise stated. 
14.3 If no fixed fee has been agreed, the fee shall be determined on the basis of the hours actually spent. The fee shall be calculated  in accordance with the Contractor's usual hourly rates applicable in the period in which the work is being carried out, unless a different hourly rate applies  agreed. 
14.4 The costs of all assignments shall be charged monthly. 
14.5 Prices are based on factors applicable at the time the agreement or quotation was made, including wages, social security and fiscal factors.  charges, levies, insurance premiums, etc. If, after the declaration or conclusion of the agreement and before the completion of the services or delivery, changes occur in  If this or other price-determining factors should arise, the Contracted Party will be entitled to adjust the prices it applies and to invoice the Client.  14.4. The contractor must pay the employer a fee as agreed in the contract.  14.5. In addition to the fee, the contractor is entitled to reimbursement of the costs incurred by him for the campaign or otherwise for the client, including costs for third parties engaged by the contractor.  In addition to the fees as described above, the client shall owe a variable fee if this has been laid down in the agreement, which fee shall be calculated in the manner laid down in the agreement.  14.7. The agreement of a variable remuneration does not affect the provisions of Article 14.1.  The variable remuneration is payable monthly, whereby the client is obliged to allow inspection of the administrative documents that serve as proof for the calculation of the variable remuneration, within one week after the end of the month to which the remuneration relates.  If the client fails to cooperate in providing the necessary administrative documents on the basis of which the variable remuneration can be determined within the aforementioned period, the client will be in default, without a separate notice of default being required, and the contractor will be entitled to determine the amount of the variable remuneration in all reasonableness and fairness as it sees fit, which determination will be binding on the client.  14.10. If the contractor is indirectly or directly hindered in any way whatsoever, including attempts to terminate the contract prematurely, from achieving any result for which the contractor could be entitled to compensation of a variable fee, the contractor will be entitled to charge the employer a fee equal to the average variable fee over the period before the hindrance was caused by the employer. On the understanding that the minimum amount of the variable remuneration will then be at least equal to the amount agreed as the basic remuneration and, if no fixed remuneration has been agreed, will be at least € 500.00 per month.  

Article 15: Payment

15.1 Payment must be made within fourteen (14) days of the invoice date, in a manner to be indicated by the Contractor and in the currency in which the invoice was made. 
15.2 After the expiry of this deadline of fourteen (14) days from the invoice date, the Client shall be in default without any further summons or notice of default being required; from the moment of default until the moment of full payment, the Client shall be entitled to an interest of 1.5% per month on the amount due and payable, unless the statutory interest rate is higher in which case the statutory interest rate shall apply. 
15.3 Upon entering into the agreement, Contractor may stipulate an advance payment. The advance payment will be mentioned in the offer and/or the contract. The Client is obliged to pay the advance payment, unless agreed otherwise in writing. 
15.4 If the Client has been declared bankrupt, has been granted a suspension of payments, and in the event of the dissolution or liquidation of  The Client, or in the event that the Client's movable and/or immovable property is subject to conservatory or enforceable attachment, all amounts owed by the Client to the Engaged Firm will be immediately due and payable in full, without any summons or notice of default being required. 
15.5 Payments made by the Client will always be applied in the first place to settle all interest and costs due, and in the second place to  invoices that have been outstanding for the longest time, even if the Client states that the payment relates to a later invoice. 
15.6 The Client shall not be permitted to invoke set-off on any ground whatsoever. If the Client believes it can enforce claims in respect of the agreement with the Contracted Party, this will not release him from his obligation to pay in the agreed manner and he will not be entitled to suspend his obligation to pay.

Article 16: Collection costs

16.1 All costs, both judicial and extrajudicial, including the costs for legal assistance in connection with the collection of amounts due, shall be for the account of the Client. 
16.2 In connection with the provisions of Article 16.1, the Contractor and the Principal agree that the extrajudicial collection costs will be calculated in accordance with the collection rate of the Dutch Bar Association, with a minimum of EUR 250.  Article 17: Complaints

Article 17: Complaints

17.1 Any complaint regarding the execution of or failure to execute any assignment must be submitted by the Client to the Contracted Party in writing within fourteen (14) days of the publication and/or appearance of any claim. 
17.2 The Contracted Party will make every effort to settle a complaint submitted in accordance with Article 17.2 as effectively as possible. 
17.3 Lodging a complaint shall not affect the Client's other obligations.

Article 18: Liability

18.1 The contractor is only liable for non-performance, incorrect performance or partial incorrect performance of the order if and insofar as this is the direct result of  intent or gross negligence on the part of the Contractor. 
18.2 Under no circumstances will the Contractor be liable for consequential damage, indirect damage, trading loss, loss of profit or damage caused by auxiliary persons.  and/or third parties engaged by the Contractor in the execution of the agreement. 
18.3 In the event of defects in the performance on the part of the Contracted Party, no liability will be accepted for the defects that have arisen as a result of the fault or actions of the Contracted Party.  The Client or third parties for which the Client is responsible or which the Client uses. 
18.4 The Contracted Party will not accept any liability towards the Client or third parties for the texts, illustrations or other data provided to the Contracted Party by or on behalf of the Client, or for any unlawful use thereof by the Client. 
18.5 The parties expressly exclude liability for damage caused by malfunctions in the electronic services of Provider and third parties, such as providers, network operators or other telecommunication networks. This shall also apply if this has only led to a delay in the execution of the assignment. 
18.6 If - with due observance of the previous paragraphs - Contractor nevertheless becomes liable at any time for damage suffered by Principal as a result of an attributable shortcoming in the fulfilment of the obligations under this agreement by Contractor, this liability will in all cases be limited to a maximum of the invoice value of that specific part of the agreement to which the liability relates. 
18.7 Damage for which the Contractor is liable pursuant to the previous paragraph will only be eligible for compensation if the Client has notified the Contractor of this within fourteen (14) days of the occurrence of the damage, unless the Client can demonstrate that it could not reasonably have reported the damage earlier. 
18.8 The Client indemnifies the Contractor against liability of third parties in respect of damage of any nature whatsoever arising from or in connection with the performance of the agreement.

Article 19: Force majeure

19.1 The contractor is not liable in the event of force majeure. In these General Terms and Conditions, force majeure is understood to mean, in addition to what is understood in this respect by law and case law, all external causes, foreseen or not, on which the Contractor cannot have any influence, but which prevent the Contractor from fulfilling its obligations. Force majeure includes in any case: strikes, excessive absenteeism due to illness of the personnel, a (temporary) shortage of personnel, fire, operational and technical failures within the office or at the external parties engaged by the Contractor, the lack of sufficient information or provision of incorrect information at the discretion of the Contractor, or the lack of sufficient cooperation by the Principal.  19.2 In the event of force majeure, the Contracted Party will be entitled to consider or dissolve the Agreement in whole or in part, or to cancel the assignment without being obliged to pay any compensation to the Client. In this case, the Contracted Party will be obliged to notify the Client of this immediately.  19.3 In the event that the Contracted Party is able to fulfil its obligations in part when the force majeure occurs, the Contracted Party will be entitled to invoice separately the part already performed or that can be performed, and the Client will be obliged to pay this invoice as if it were a separate agreement.

Article 20: Specific provisions on Search Engine Marketing (SEM)

20.1 With regard to the product Search Engine Marketing (SEM), the Contractor reserves the following rights: The Contractor shall make every effort to carry out the assignment to the best of his ability. For the product Search Engine Optimization (SEO), the aim is to achieve a good qualitative listing in the most frequently used Dutch (or otherwise agreed) search engines. The contractor has an obligation to perform to the best of his ability in relation to the absolute score and, if possible, a top 40 position will be sought.  The contractor reserves the right to deviate from this if it concerns words that are difficult to position, spam from third parties, not indexing by the search engine(s), rejection or not indexing of the URL by the search engine due to technical aspects or specifications of the website or technical imperfections or not complying and/or following the advice provided by the client. Any (statistical) information (indications) provided by or on behalf of the Contracted Party will only be of an indicative nature, unless explicitly stated otherwise. No rights can be derived from these data by the Client. Both the Search Engine Optimization(SEO) and Advertising services are therefore subject to an obligation to perform to the best of one's ability and not to perform.  20.2 In the context of Article 16, the Contractor is not liable for errors resulting from work performed by third parties, with special reference to Google and Overture (Yahoo Company).

Article 21: Final provisions

21.1 Neither Party shall be entitled to transfer the rights and obligations arising from this agreement without the written consent of the other Party.  21.2 Amendments and supplements to the agreement between the Contracted Party and the Client will only be valid if agreed in writing between the parties.  21.3 Notwithstanding Article 21.2, the Contractor is entitled to unilaterally amend these General Terms and Conditions. Amendments shall also apply with respect to  concluded agreements. Changes will be notified to Principal in writing or by e-mail and will take effect thirty (30) days after the announcement,  unless a different date is indicated in the notice.  21.4 If any provision of the agreement or the General Terms and Conditions is found to be null and void, this shall not affect the validity of the entire agreement. In that case, the Contracted Party will be entitled to replace this with a provision - not unreasonably onerous for the Client - that comes as close as possible to the void provision.  21.5 In the event that these General Terms and Conditions and the order confirmation or the written agreement contain conflicting provisions, the provisions contained in the order confirmation or the written agreement shall apply.

Article 22: Applicable law and choice of court

22.1 All agreements between the parties and obligations arising from or relating to them are governed exclusively by Dutch law.  22.2 All disputes arising from or relating to the agreements and obligations referred to in the preceding paragraph which do not fall within the competence of the Subdistrict Court shall be brought before the District Court of Amsterdam in the first instance. Nevertheless, the Contracted Party will be entitled to submit disputes to the competent court of the Client's place of residence.