1. These terms and conditions apply to every offer, quotation and agreement between the firm Outdoor Content, hereinafter referred to as 'the Supplier', and a Client to which the Supplier has declared these terms and conditions applicable: Contractor, and a Client to which Contractor has declared these terms and conditions applicable, to the extent that these terms and conditions have not been deviated from expressly and in writing by the parties.General terms and conditions of the Client are not applicable unless expressly agreed in writing.
2. The present terms and conditions shall also apply to agreements with the Contractor, the execution of which requires the involvement of third parties by the Contractor.
3. If one or more provisions of these general terms and conditions should at any time be wholly or partially void or nullified, the other provisions of these general terms and conditions shall remain fully applicable. The Contractor and the Client shall then consult in order to agree on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and meaning of the original provisions.
4. If ambiguity exists regarding the interpretation of one or more provisions of these general terms and conditions, then the interpretation must take place in the spirit of these provisions.
5. If a situation arises between the parties that is not regulated in these general terms and conditions, this situation should be judged according to the spirit of these general terms and conditions.
1. All quotations and offers of the Contractor are without obligation, unless the quotation stipulates a deadline for acceptance. If no acceptance period has been stipulated, no rights whatsoever can be derived from the quotation or offer if the product, services and/or work to which the quotation or offer relates is no longer available in the meantime.
2. The Contractor cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or slip of the pen.
3. The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless otherwise stated.
4. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or the offer, Contractor shall not be bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Contractor indicates otherwise.
5. Services and/or work outside the scope of the quotation/order confirmation will be considered as additional work and will be invoiced on a cost-plus basis. The terms and conditions under which additional work will be performed will be agreed upon in advance in writing between Contractor and Client.
1. The Agreement concluded between the Client and the Contractor shall be performed to the best of their ability, effort and knowledge and in accordance with the requirements of good workmanship and shall therefore result in an obligation of effort and not an obligation to achieve a result. In performing its work, the Contractor shall exercise the care of a good Contractor as referred to in Article 7:401 of the Dutch Civil Code.
2. The Contractor is entitled to have the Agreement concluded between the parties performed, in whole or in part, by third parties. If the Contractor engages a third party, the Contractor shall be obliged to select such third party with due care, as well as to notify the Client thereof. The applicability of Sections 7:404, 7:407 (2) and 7:409 of the Dutch Civil Code is expressly excluded.
3. If a deadline has been agreed or specified for the performance of certain work or for the delivery of certain goods, this shall never be a deadline.
4. The Client shall ensure that all data, which the Contractor indicates to be necessary or which the Client should reasonably understand to be necessary for the performance of the Agreement, shall be provided to the Contractor in a timely manner. If the data required for the performance of the Agreement are not provided to the Contractor in time, the Contractor shall be entitled to suspend the performance of the Agreement and/or to charge the Client for the additional costs resulting from the delay in accordance with the then customary rates.
1. A photography and/or film assignment may only be cancelled in writing at least 48 hours before the start of the relevant photo session and/or film day(s). If this happens later, the agreed price of the assignment will be payable by the Client to the Contractor.
2. If upon arrival at the location of the photo session/film day it appears that the agreed assignment cannot go ahead then the agreed price of the assignment shall be payable by the Client to the Contractor.
1. Contractor is authorized to suspend the fulfillment of the obligations or to dissolve the Agreement, if the Client does not fulfill the obligations under the Agreement, does not fulfill them in full or in a timely manner, after the conclusion of the Agreement Contractor learns of circumstances that give good reason to fear that the Client will not fulfill the obligations, if, when the Agreement was concluded, the Client was asked to provide security for the fulfilment of his obligations under the Agreement and this security is not provided or is inadequate or if, as a result of a delay on the part of the Client, the Contractor can no longer be required to fulfil the Agreement at the originally agreed conditions.
2. Furthermore, the Contractor is authorized to dissolve the Agreement if circumstances arise which are of such a nature that fulfillment of the Agreement is impossible or if other circumstances arise which are of such a nature that unaltered maintenance of the Agreement cannot reasonably be required of the Contractor.
3. If the Agreement is dissolved, the Contractor's claims against the Client shall be immediately due and payable. If Contractor suspends fulfillment of the obligations, he shall retain his claims under the law and the Agreement.
4. If the Contractor proceeds with suspension or dissolution, he will not be liable in any way for compensation for damages and costs incurred in any way.
If the dissolution is attributable to the Client, the Contractor will be entitled to compensation for damages, including costs, incurred directly and indirectly as a result.
5. If the Client fails to fulfill its obligations under the agreement and such failure justifies dissolution, the Contractor shall be entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or indemnification, while the Client shall be obliged to pay compensation or indemnification for breach of contract.
6. If the Agreement is terminated prematurely by Octrooibureau Novopatent, Octrooibureau Novopatent shall, in consultation with the Client, arrange for the transfer of work yet to be performed to third parties. This unless the cancellation is attributable to the Client. If the transfer of the work involves additional costs for Provider, these will be charged to the Principal. The Principal shall be obliged to pay these costs within the term specified for this purpose, unless the Contractor indicates otherwise.
7. In case of liquidation, of (application for) suspension of payments or bankruptcy, of attachment if and insofar as the attachment has not been lifted within three months at the Client's expense, of debt rescheduling or any other circumstance as a result of which the Client can no longer dispose freely of its assets, the Contractor will be free to terminate the Agreement forthwith and with immediate effect or to cancel the order or Agreement, without any obligation on its part to pay any compensation or indemnification. The Contractor's claims against the Client shall in that case be immediately due and payable.
8. If the Client cancels a placed order in whole or in part, the work that has been performed and the items ordered or prepared for it, plus any delivery and handling costs thereof and the labor time reserved for performance of the agreement, will be charged in full to the Client.
1. The Contractor is not obliged to fulfill any obligation to the Client if he is prevented from doing so as a result of a circumstance that is not due to fault, and which is not for his account by virtue of the law, a legal act or generally accepted practice.
2. In these general conditions, force majeure means, in addition to its definition in the law and case law, all external causes, foreseen or unforeseen, over which the Contractor cannot exercise any control, but which prevent the Contractor from fulfilling its obligations. This includes strikes in the company of Contractor or third parties. The Contractor shall also be entitled to invoke force majeure if the circumstance preventing (further) fulfilment of the Agreement occurs after the Contractor should have fulfilled its obligation.
3. The contractor may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, either party shall be entitled to dissolve the agreement, without any obligation to compensate the other party for damages.
4. Insofar as the Contractor has already partially fulfilled its obligations under the Agreement or will be able to fulfil them at the time when the force majeure occurs, and the fulfilled or still to be fulfilled part has independent value, the Contractor is entitled to invoice the fulfilled or still to be fulfilled part separately. The Principal shall be obliged to pay this invoice as if it were a separate agreement.
1. Payment shall always be made within 14 days of the invoice date, in a manner to be indicated by the Contractor in the currency invoiced, unless otherwise indicated in writing by the Contractor. Contractor is entitled to invoice periodically.
2. If an invoice is not paid (in full) after the expiry of the aforementioned deadlines, Principal will owe Contractor the statutory commercial interest on the principal sum, and a minimum of € 150.00 in extrajudicial collection costs.
3. If the Client, despite a reminder from the Contractor, fails to settle its claim, the Contractor shall be entitled to hand over the claim to a third party, the costs of which shall be borne entirely by the other party.
4. Client shall never be entitled to and expressly waives any right of setoff.
1. The Client is obliged to report complaints regarding goods delivered and/or services rendered and/or work performed to Contractor within fourteen days of receipt/(delivery).
2. If these complaints are not made known to the Contractor in a timely manner, the services and/or work performed shall be deemed to have been performed in accordance with the agreed arrangements.
3. In case of complaints, the Client is not authorized to suspend her payment obligation.
4. The Contractor should be allowed to investigate the complaint. In case of justified complaints, the complaints will be resolved by Contractor in consultation with Client.
1. Contractor reserves ownership of goods delivered and to be delivered and all agreements to perform services and/or work until such time as Client has fulfilled all its payment obligations under the agreements concluded.
2. In all agreements to perform services and or work, all items and accessories shall remain the property of Contractor at all times. Client is not authorized to pledge or otherwise encumber the items subject to retention of title.
1. If Contractor should be liable, this liability shall be limited to what is regulated in this provision.
2. The Contractor shall not be liable for damages of any kind arising from the fact that the Contractor relied on incorrect and/or incomplete information provided by or on behalf of the Client.
3. If Contractor should be liable for any damage, then Contractor's liability shall be limited to a maximum of twice the invoice value in respect of the services and/or work performed, at least to that part of the order to which the liability pertains.
Contractor's liability shall in any case always be limited to the amount paid out by its insurer in the relevant case.
4. Octrooibureau Novopatent shall only be liable for direct loss.Direct loss shall be understood to mean exclusively the reasonable costs incurred to establish the cause and extent of the loss, insofar as the establishment relates to loss within the meaning of these terms and conditions, any reasonable costs incurred to have Octrooibureau Novopatent's faulty performance conform to the agreement, insofar as they can be attributed to Octrooibureau Novopatent, and reasonable costs incurred to prevent or limit loss, insofar as the Client demonstrates that these costs have resulted in the limitation of direct loss within the meaning of these general terms and conditions.
5. Contractor shall never be liable for indirect damages, including consequential damages, lost profits, lost savings and damages due to business stagnation or other stagnation that are in any way related to the services and/or work performed.
6. The limitations of liability contained in this article do not apply if the damage is due to intent or gross negligence on the part of the Contractor or his managerial subordinates.
1. The Client shall indemnify the Contractor against any claims by third parties, who suffer damage directly or indirectly in connection with the performance of the Agreement and the cause of which is attributable to parties other than the Contractor.
2. If the Contractor should be held liable by third parties on that account, the Client shall be obliged to assist the Contractor both extra-judicially and judicially and to do immediately all that may be expected of him in that case. Should the Principal fail to take adequate measures, Octrooibureau Novopatent shall be entitled, without notice of default, to take such measures itself. All costs and losses incurred on the part of Octrooibureau Novopatent and third parties as a result shall be borne in full by the Principal.
1. Contractor reserves the rights and powers to which he is entitled under the Copyright Act and other laws and regulations relating to intellectual property.
2. Contractor has the right to use the knowledge gained by the execution of an agreement on its side also for other purposes, to the extent that no strictly confidential information of the Client is brought to the knowledge of third parties.
1. To the extent not otherwise provided for in these General Terms and Conditions, rights of action and other powers of the Client, on whatever grounds, against the Contractor in connection with the performance of services and work shall in any case expire 6 months after the moment the Client became aware or could reasonably have become aware of the existence of these rights and powers.
1. Both parties are obliged to keep confidential all confidential information they have obtained from each other or from other sources in the context of their agreement. Information is considered confidential if it has been communicated by the other party or results from the nature of the information.
2. If, pursuant to a statutory provision or a judicial decision, the Contractor is obliged to disclose confidential information to third parties designated by law or by the competent court, and the Contractor is unable to invoke a right to refuse to give evidence in this respect, whether recognized or permitted by law or by the competent court, the Contractor will not be obliged to pay damages or compensation and the other party will not be entitled to dissolve the agreement on the grounds of any loss resulting from this.
3. The obligation of confidentiality described in this article applies for the duration of the agreement concluded between the parties and for a period of three years after its termination.
1. The Client's personal data will be used by the Contractor for the purpose of applying for a domain name and hosting and/or setting up a social media campaign. These data will not be made available to third parties, unless you give permission, subject to the privacy provisions of the SIDN (Stichting Internet Domeinregistratie Nederland) and/or subject to the privacy provisions of the relevant social media channels. This information, supplied documents, visual and audio material will remain confidential.
2. The contractor will never provide information such as name, address, e-mail address, telephone number and the like to third parties without your explicit prior consent. Further information regarding the privacy statement can be found on our website outdoorcontent.nl/privacy
1. All items provided to Contractor shall be returned to Client upon first request.
2. All designs, concepts and/or products developed by the Contractor on behalf of the Client may be used for the Contractor's own promotional purposes, unless otherwise agreed in writing.
1. Client shall be obliged to carefully examine the drafts received from Contractor, whether or not at its request, for errors and defects and to return them to Contractor corrected or approved within two weeks of receipt.
2. After the assignment has been granted, the Client is entitled to have two rounds of corrections carried out by the Contractor. Changes or adjustments may be made by the Client, which will be corrected by the Contractor.
Work after this period may be performed on a cost-plus basis.
3. The Contractor is not liable for deviations, errors and defects that have gone unnoticed in concepts or designs approved or corrected by the Client.
4. Deviations between the original design, drawing, model and/or concepts and the completed or delivered work cannot be a reason for Client to discount, dissolve the agreement or pay damages.
1. The proposals made and designs realized by the Contractor are subject to the legal provisions on copyright and license or right of use. Copyright remains with the Contractor at all times. This has the consequence that the design must be applied unaltered/unchanged.
2. The reuse of the design or concepts is subject to licensing rights that Contractor will charge to Client.
1. The Contractor shall make every effort to achieve optimal positioning in the agreed search engines. This is an obligation of effort and the Contractor therefore does not undertake to achieve a concrete result.
2. The Contractor shall not be liable if certain SEO work cannot be performed due to a restricted CMS.
3. The Contractor is not liable if work cannot be performed or cannot be performed in a timely manner due to the lack of cooperation and/or input from the Client and/or third parties.
4. Contractor is not liable for the (negative) consequences in the campaign/results caused by adjustments on the website by Client and/or third parties.
5. After termination of the agreement, adjustments made for the purpose of optimization on site will be maintained. These adjustments can be adjusted against payment.
6. No rights can be derived from keyword positions that are measured and reported. These positions are measured as objectively as possible, but may vary per user due to Google's algorithm. The Contractor is never liable for this.
7. By entering into an SEO agreement, Client agrees that Contractor will post content on his/her behalf and that Client is at all times responsible / liable for it.
8. The Contractor is not liable for the use of photo, video and audio material made available on the Client's website or through the external channels (maintained by the Contractor) affiliated with the Client.
9. Octrooibureau Novopatent shall never be liable to the Client for any decrease in positions and/or traffic, decrease in conversions and/or speed or website/webshop sales or for any other negative consequences such as an algorithm change or SEO (keyword) work on the website.
10. If the website is not managed by the Contractor, the Client is responsible for providing the necessary login details of the various systems/accounts.
11. Work on behalf of SEO to be performed by a third party shall be at the expense of Client.
1. Client will comply with general terms and conditions, specific regulations and editorial guidelines imposed on advertisers by the search engines used.
2. The Client is not permitted during the term of the agreement to advertise (or have advertised) on search engines on which the Contractor runs a campaign for the Client with advertisements that link to the same website(s) as the advertisements placed by the Contractor for the Client.
3. The costs charged by the search engines in connection with the search engine marketing campaigns shall be settled directly by the Client, without the intervention of the Contractor, with the relevant search engine. Contractor is not responsible for the consequences of late payments and balance deficits of Client.
4. Client's failure to make advertising budgets available does not make Client not bound to fulfill its payment obligations to Contractor.
5. The Contractor shall never be liable to the Client for loss of turnover due to a campaign not being live, reduction in conversions or website/webshop turnover, decline in positions or otherwise.
6. Google Ads is an advertising program of Google and not of the Contractor. The Contractor maintains and optimizes a campaign as best as possible but is always dependent on how this program behaves. Client must comply with the regulations of Google Ads.
7. Part of the Contractor's work consists of monitoring the campaign and analyzing data. Another part of the work is reflected in the change history of the Google Ads account.
8. Client remains solely responsible for the entire SEA campaign, including keywords used and texts of ads.
9. Positions with Google Ads arise on the basis of a bidding system, as a result of which the Contractor can never give guarantees on specific positions.
10. The Contractor shall not be liable if certain Google Ads functionalities cannot be put into operation due to limitations of the website/CMS or due to the limitation of the Client's products.
11. Violation of any provision of this article shall entitle Contractor to rescind this agreement or suspend the campaign. Client shall owe full payment for the agreed upon term of the agreement and/or campaign if any provision of this article is violated.
1. The Contractor may apply for the domain name for the Client if required, if it is available and the Client meets the conditions of this domain name. Contractor is sign and trade authorized to apply for, transfer, cancel and change a domain name on behalf of Client.
2. Registration of a domain name by the Contractor on behalf of the Client will in all cases be in the name of the Client. Where applicable, the Client must take care of the transfer of a domain name to another provider.
3. If the Client does not or not completely fulfill its obligations to the Contractor, the Contractor is authorized to release the domain name again.
1. Contractor is not liable for the rights to content, such as photos and videos, posted on the Client's social media channels, Client is also not liable for the unlawful mention of protected brand names on the Client's social media channels, or liable for possible image damage caused by posted messages on the Client's social media channels.
2. The Contractor shall never be responsible for paying out prizes for the purpose of win promotions on the Client's social media channels.
3. A campaign on the various social media channels may be initiated by the Contractor on behalf of the Client. The Contractor shall maintain and optimize a social media campaign as best as possible, but is always dependent on how the social media channel behaves. Client must comply with the regulations of the various social media channels.
1. Contractor does not guarantee display positions for Client's Google My Company page(s).
1. The General Terms and Conditions as well as all agreements concluded between the Contractor and the Client shall be governed exclusively by Dutch law. Any disputes arising therefrom shall be submitted to the competent court in the Contractor's place of business.
2. The parties will only appeal to court after they have made every effort to settle a dispute by mutual agreement.
If you have any questions about these Terms and Conditions or the website, please contact Outdoor Content at info@outdoorcontent.nl.