General Terms and Conditions PLUSGROWTH BV
These conditions apply to all quotations, sales agreements, offers and
other activities of PLUSGROWTH BV (hereinafter referred to as PLUSGROWTH BV), trading under KVK number 80767567, with its registered office in Lansingerland.
1. Definitions
1.1 In these terms and conditions, the following definitions apply: "Content" means the marketing message as sent via online using the Data Driven Marketing software,
e-mail, web and/or mobile communication channels;
"Services" means all work performed or to be performed by PLUSGROWTH BV on behalf of the Client or services provided or to be provided or products to be delivered or supplied, all as described in the Agreement and the Project Proposal;
"Quote(s)" means any quotation or offer issued by PLUSGROWTH BV for the provision of Services;
"Client" means the natural or legal person who requests PLUSGROWTH BV to make an offer.
to make or the natural or legal person with whom PLUSGROWTH BV makes an Offer, or with whom PLUSGROWTH BV concludes an Agreement;
"Project Proposal" means the Project Proposal describing the Services and Software;
"Software" means the software developed by - or commissioned by - PLUSGROWTH BV (and/or partners) and
software, license, application, interface provided to Client,
website/virtual environment, data files, equipment or other materials including
expressly does not include the data provided by the Client;
"PLUSGROWTH BV" means the private limited liability company PLUSGROWTH BV, having its registered office in Lansingerland and its place of business at IJsvogellaan 2, 2665 ES;
"Agreement" means any agreement entered into between the Client and PLUSGROWTH BV including an offer signed by the Client, including attachments, including any Project Proposal Including oral assignments, or confirmed via modern communication methods including whatsapp, chat and other similar digital direct communication mechanisms.
2. Applicability of general terms and conditions
2.1 These general terms and conditions apply to, and form part of, all
Agreements and Quotations, the formation thereof and all resulting
resulting commitments.
2.2 In case of conflict, the provisions of the Agreement shall prevail over these
general conditions, but the other provisions of these general
conditions in effect, even when not expressly stated.
2.3 Unless otherwise agreed in writing in an Agreement, other general or special terms and conditions, in particular any terms and conditions of the Client, shall not apply.
2.4 If any provision of these general terms and conditions is null and void or destroyed,
the other provisions of these general terms and conditions shall remain in full force and effect
stay.
3. Tenders
3.1 All Offers made by PLUSGROWTH BV shall remain valid for the duration of PLUSGROWTH BV's term of validity.
period specified. If no term is specified, an Offer of
VDA BEHEER BV non-binding and expires in any case after 30 days.
3.2 The prices in the said offers and quotations are exclusive of VAT and other
government levies as well as shipping and any transportation and
packaging costs, unless expressly stated otherwise.
3.3 In the event that PLUSGROWTH BV is required to pay costs for the making of an Offer, the
make, PLUSGROWTH BV shall be entitled to charge these costs to the
Customer, even if no Agreement between PLUSGROWTH BV and the
Client is established.
3.4 PLUSGROWTH BV reserves the right to accept orders without specifying any
reasons. PLUSGROWTH BV also reserves the right to assignments
accept only on a prepayment basis.
3.5 If the acceptance deviates (on minor points) from the offer
included in the offer PLUSGROWTH BV shall not be bound thereby. The Agreement
shall then not be established in accordance with this divergent acceptance, unless
PLUSGROWTH BV indicates otherwise.
3.6 A composite quotation does not oblige PLUSGROWTH BV to deliver a
part of services included in the offer or quotation at a corresponding
portion of the quoted price.
3.7 Offers or quotations do not automatically apply to repeat orders.
3.8 PLUSGROWTH BV shall give the Customer the opportunity to take cognizance of these
terms and conditions. By merely placing an order and/or taking delivery
of services, the Client accepts these terms and conditions and is deemed to be
tacitly agreed to these terms and conditions.
4. Formation of Agreements and Amendment.
4.1 All Agreements, as well as amendments thereto, shall come into effect by the signing by both parties of an Offer or any other document, or an agreement by the Client to the Offer by e-mail, or when the Client actually enables PLUSGROWTH BV to perform the Services. If the Agreement has been verbally agreed upon, it shall come into effect provided that it is not dissolved within five working days after commencement of the work. The Agreement shall be deemed to contain all agreements made between the parties.
4.2 Deviations from these general terms and conditions and/or any post-formulation
of the Agreement made (additional) arrangements or agreed changes
of the Agreement, shall not be binding on PLUSGROWTH BV until such time as PLUSGROWTH BV
have been confirmed in writing.
4.3 To the extent that unavoidable deviations occur in the performance of the Services to
occur in relation to an Agreement, PLUSGROWTH BV shall notify the Customer
inform about this as early as possible.
5. Execution of the Agreement
5.1 PLUSGROWTH BV will make every effort to ensure that the Services are carefully and
carry out independently, in accordance with the terms of the Agreement
established agreements and procedures.
5.2 The Proposal contains a general description of the objectives and principles
of the Services and the circumstances for an (optimal) execution thereof. PLUSGROWTH BV shall endeavor to comply with these principles and objectives as much as possible.
However, only those provisions of the Proposal that are also included in the
Agreement, are legally enforceable obligations.
5.3 The Agreement may include contact person(s) who is/are legally authorized to act for and on behalf of the Client. Unless Client notifies otherwise, PLUSGROWTH BV need not heed instructions or correspondence from other persons.
5.4 PLUSGROWTH BV shall be entitled to engage third parties for the performance of services, whereby PLUSGROWTH BV shall fully guarantee and be responsible for the performance of these services.
5.5 Unless expressly provided otherwise in the Agreement, all PLUSGROWTH
BV mentioned (completion) dates estimated to the best of its knowledge based on the
data known to PLUSGROWTH BV on entering into an Agreement.
were. PLUSGROWTH BV shall make every effort to meet these deadlines.
take.
5.6 If there is a threat of any term being exceeded, PLUSGROWTH BV and the
Client as soon as possible to take the necessary measures. Exceeding of a term, however, shall not place PLUSGROWTH BV in default and shall not entitle the Client to refuse the Services, nor to dissolve an Agreement in whole or in part, nor to suspend its obligations.
5.7 Delay in the delivery of Services shall under no circumstances be attributable to PLUSGROWTH BV if it is the result of the late delivery of information, data or other input by the Client, or if it appears that, in the opinion of PLUSGROWTH BV, the information, data or other input supplied is not sufficient for the proper performance of the Services.
5.8 Any information, data or other data supplied by the Client
remain the property of the Client. Adjustments or edits by
PLUSGROWTH BV of this information, data or other input will not cause
That this information, data or other input becomes the property of PLUSGROWTH BV,
unless expressly agreed in writing in the agreement.
6. Pricing and Payment
6.1 Unless otherwise stated, all prices quoted by PLUSGROWTH BV are exclusive of
charges such as VAT and other government-imposed charges.
6.2 Fees may consist of amounts payable once, amounts payable annually or otherwise periodically, and amounts dependent on the use of the Service or the volume of data provided by PLUSGROWTH BV.
6.3 If PLUSGROWTH BV has to perform more or different Services than agreed upon due to the late or non-delivery of complete, sound and clear information, data or other input from the Client, these Services shall be charged separately on the basis of the customary rate charged by PLUSGROWTH BV.
6.4 The method of billing for the Services is set forth in the Agreement and may be
in advance and/or on an after-the-fact basis, as well as in a lump sum and/or partially in
periodic amounts.
6.5 The parties will stipulate in the Agreement on which date(s) the fee for Services will be charged to the Client. Invoices shall be paid by Customer in accordance with the payment terms stated on the invoice. In the absence of a specific arrangement, Client shall pay within fourteen (14) days after the invoice date.
6.6 Client waives any authority to suspend and set off a payment.
6.7 If the Customer cannot agree with an invoice from PLUSGROWTH BV, the Customer must raise an objection in writing, stating reasons, within 14 days of the invoice date.
6.8 If the agreed payment term is exceeded, Customer shall always be in default by operation of law without prior demand or notice of default by PLUSGROWTH BV being required.
6.9 If Customer does not (timely) fulfill his obligations, Customer shall be in default by operation of law and PLUSGROWTH BV shall be entitled to charge the statutory interest. All collection costs to be incurred (both in and out of court) shall be for the account of the defaulting Customer. These costs shall amount to at least 15% of the amount due, with a minimum of € 250.00.
6.10 If PLUSGROWTH BV has proceeded to suspend its Services, it shall be
Client owes costs for reconnection/startup/change
of the Services.
7. Retention of title - Retention
7.1 All goods/rights supplied to Customer shall remain PLUSGROWTH BV's property until all amounts owed by Customer under the Agreement, as well as any other amounts that may be owed by Customer due to default in payment, have been paid to PLUSGROWTH BV in full.
7.2 PLUSGROWTH BV may use the information received or generated in connection with the Agreement for the purposes of the
retain goods, products, property rights, data, documents, data files and (partial) results of the Services of Client, notwithstanding any existing obligation to surrender, until Client has paid all amounts due to PLUSGROWTH BV.
8. Intellectual or industrial property rights.
8.1 All intellectual and industrial property rights to the software, websites, equipment or other materials such as analyses, designs, documentation, reports, offers, as well as preparatory materials thereof, developed or made available by - or under instruction of - PLUSGROWTH BV, shall exclusively vest in PLUSGROWTH BV, its licensors or its suppliers.
8.2 Client shall only acquire the rights of use expressly granted by these Terms and Conditions and the law. Any other or further right of Client to reproduce software, websites, data files or other materials is excluded.
8.3 The Client is not allowed to remove or change any indication concerning the confidential nature or concerning copyrights, brands, trade names or other rights of intellectual or industrial property from the software, websites, data files, equipment or materials.
8.4 PLUSGROWTH BV shall, with due regard for the interests of the Client, be free to use the Client's name and logo for its own publicity or promotion, unless the Client objects.
9. Guarantees Principal
9.1 Customer warrants that no infringement is made of any third party rights in making available to PLUSGROWTH BV equipment, software, material intended for websites, data (banks), or other materials and/or information. Client indemnifies PLUSGROWTH BV against any action based on the allegation that such provision, use, adaptation, installation or incorporation infringes any right of third parties.
9.2 The Client is solely responsible for the Content and guarantees that it will comply with the requirements of good taste and morality. Client shall indemnify PLUSGROWTH BV against all third party claims based on the Content. If PLUSGROWTH BV is of the opinion that the Content does not meet these requirements, it shall be entitled to suspend or terminate its Services without becoming liable for damages.
10. Regulations - codes of conduct
10.1 The parties guarantee that they will at all times comply with the applicable provisions in the applicable (European) legislation and rules of conduct, including regulations regarding the protection of personal data and electronic communication as well as the (rules of conduct) of the Data Driven Marketing Association ("DDMA"), including the "Code
Advertising via E-mail'.
10.2 The aforementioned codes/regulations include rules regarding compliance with the required 'opt-in' regime for sending emails and the prohibition of 'spam'.
10.3 The Customer shall indemnify PLUSGROWTH BV against all claims from third parties arising from the Customer's failure to comply - or not fully complying - with the regulations and/or codes of conduct referred to above and shall compensate PLUSGROWTH BV for all damage suffered by PLUSGROWTH BV as a result of a breach of the warranty referred to in paragraph 1 of this article. PLUSGROWTH BV shall in such case furthermore be entitled to terminate the Agreement with immediate effect without being liable for damages.
11. Processing personal data
11.1 If PLUSGROWTH BV processes personal data for the benefit of the Client, they shall enter into a separate processor's agreement with each other in this respect. The Client shall indemnify PLUSGROWTH BV against claims from persons whose personal data are processed and for which the Client is responsible, unless the Client proves that the facts underlying the claim are imputable to PLUSGROWTH BV. The Client warrants to PLUSGROWTH BV that the content, use and/or processing of the data is not unlawful and does not infringe any right of a third party.
11.2 PLUSGROWTH BV shall at all times treat all information, data or other information supplied by the Customer as confidential and shall take the utmost care to secure the same at the level customary in the industry at the time of entering into the Agreement for securing such information.
12. Liability
12.1 PLUSGROWTH BV's total liability on account of attributable failure in the performance of the Agreement shall be limited per event (a series of successive events being regarded as one event) to compensation for direct damage, up to a maximum of the amount of the fees received by PLUSGROWTH BV for the work under the Agreement over the year preceding the event causing the damage, exclusive of media budgets, licence fees and VAT.
12.2 In no event, however, shall the total compensation for direct damages exceed the amount paid out by PLUSGROWTH BV's liability insurance, plus PLUSGROWTH BV's deductible under that insurance.
12.3 Direct damage shall be understood to mean exclusively: (i) reasonable costs incurred by Customer to have the performance of PLUSGROWTH BV comply with the Agreement, unless the Agreement is dissolved by or at the request of Customer; (ii) reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of these Terms and Conditions; and (iii) reasonable costs incurred to prevent or limit damage, insofar as Customer demonstrates that these costs have led to a limitation of direct damage within the meaning of these Terms and Conditions.
12.4 Liability of PLUSGROWTH BV for indirect damage on whatever grounds
- including but not limited to - consequential damages, lost profits, reduced
goodwill, damage due to business interruption, damage due to customer claims or
relationships of Client or loss of data - is excluded.
12.5 The limitations mentioned in the preceding paragraphs of this article shall cease to apply if and insofar as the damage is the result of intent or gross negligence on the part of PLUSGROWTH BV or its supervisors.
12.6 The liability of PLUSGROWTH BV on account of attributable failure in the performance of an Agreement shall in all cases only arise if the Customer immediately and appropriately gives PLUSGROWTH BV notice of default in writing, setting a reasonable term within which the failure may be remedied, and PLUSGROWTH BV remains attributably in default of fulfilling its obligations even after this term. The notice of default must contain as complete and detailed a description of the default as possible, so that PLUSGROWTH BV will be able to respond adequately.
12.7 Any claim for damages against PLUSGROWTH BV shall lapse by the mere expiry of 6 months after the Client was or could have been aware of the existence of the claim.
13. Secrecy
13.1 All information and data exchanged between the parties or of which they become aware, including software, data, preparatory materials and trade secrets, shall be treated as confidential. The parties undertake not to disclose such information and data to third parties without the written consent of the other party, unless and insofar as they are obliged to do so pursuant to any mandatory statutory provision.
14. Force majeure
14.1 Neither party shall be obliged to fulfil any obligation if prevented from doing so as a result of force majeure. Force majeure shall be understood to include force majeure of suppliers, failure of suppliers to properly fulfil obligations prescribed by Customer to PLUSGROWTH BV as well as deficiency of goods, materials, data, software of third parties, the use of which has been prescribed by Customer to PLUSGROWTH BV.
14.2 If a force majeure situation has lasted longer than ninety (90) days, the
parties the right to terminate the agreement by written rescission. That
has already been performed under the Agreement, in that case, shall be performed in proportion
settled, without the parties owing each other anything else.
15. Duration and termination by notice
15.1 An agreement is entered into for a definite period of time and that period included
in the Agreement. After the expiration of the first term, it is always tacitly renewed
by an equal period, unless terminated in writing with due notice
of three months by the end of the current term.
15.2 PLUSGROWTH BV and Customer shall both be entitled to enter into an Agreement with
terminate immediately or terminate their obligations arising therefrom.
suspend in the event of (the application for) suspension of payments or bankruptcy of the other party or
When the business operated by the other party is liquidated or discontinued.
15.3 Termination of an Agreement can only be done by registered letter.
16. Applicable law and dispute resolution
16.1 To these General Conditions, all Quotes and Agreements to which these
General Conditions apply, only Dutch law applies.
16.2 All disputes, including those concerning the applicability and interpretation of
these General Terms and Conditions and an Agreement or Quotation, shall in the first instance be submitted exclusively to the competent court in Rotterdam, unless PLUSGROWTH BV chooses to submit the dispute to the court that would have jurisdiction under the law in the absence of the choice of forum made in this paragraph.
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