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Here you’ll find the legal terms that define our services, responsibilities, and commitments. We believe in clear agreements to ensure a trustworthy and smooth collaboration. Please read our terms carefully to understand your rights and obligations when working with Digintly.
A.1.1. The provisions included in this Module A apply to every Agreement, regardless of the Services obtained.
A.2.1. General Terms and Conditions: These terms and conditions, including the associated modules.
A.2.2. Service(s): A service to be provided or already provided by the contractor, as further specified in the Agreement concluded between the contractor and the client. The services may include, but are not limited to, development or (online) marketing services.
A.2.3. Intellectual Property Rights: All intellectual property rights and related rights, including but not limited to copyright, database rights, domain name rights, trade name rights, trademark rights, design rights, neighboring rights, patent rights, and rights to know-how.
A.2.4. Client Data: All data and other information entered or stored during the use of the Services or otherwise provided by the client to the contractor in the context of executing the Agreement.
A.2.5. Materials: All written marketing or communication advice, documentation, reports, statements, concepts, and ideas, drawings, technical (web) developments, and the like, websites, (web) applications, corporate identities, logos, brochures, leaflets, lettering, advertisements, marketing and/or communication plans, concepts, images, texts, sketches, and other intellectual creations, including preparatory materials and the data carriers on which these materials are stored, developed, or created by the contractor on behalf of the client, both in physical and digital form.
A.2.6. Quotation: An offer from the contractor, either in writing or via the Website.
A.2.7. Client: A natural or legal person acting in the exercise of a profession or business who has entered into an Agreement with the contractor for the provision of Services.
A.2.8. Contractor: The private limited company Digintly B.V., registered with the Dutch Chamber of Commerce under registration number 80443281, with its registered office at Blaak 34, 3011 TA Rotterdam, Netherlands.
A.2.9. Agreement: Any agreement between the contractor and the client under which the contractor will provide the Service to the client and which forms an inseparable part of the General Terms and Conditions.
A.2.10. Party(ies): The parties to the Agreement, the contractor and the client, collectively or individually.
A.2.11. Website: The website of the contractor, accessible via the domain https://digintly.com, including associated subdomains.
A.2.12. Business Days: Monday to Friday, excluding Dutch national holidays.
A.2.13. Business Hours: Hours on Business Days between 9:00 AM and 5:00 PM.
A.3.1. The General Terms and Conditions apply to all offers, including Quotations, the performance of (additional) work by or on behalf of the contractor, and the execution of (future) Agreements.
A.3.2. The specific modules apply if the requested or offered Services fall within the scope described in the respective module. If a specific module applies, it prevails over Module A. Otherwise, the modules apply as supplements to each other.
A.3.3. The applicability of any purchasing or other (general) terms and conditions of the client is expressly excluded. Terms or conditions set by the client that deviate from or are not included in these General Terms and Conditions are only binding for the contractor if and to the extent that they have been expressly accepted in writing by the contractor.
A.3.4. If any provision in these General Terms and Conditions is found to be void or is annulled, the remaining provisions of the General Terms and Conditions will remain fully applicable. The contractor and client will enter into consultations to agree on new provisions to replace the void or annulled provisions, while preserving the original purpose and intent as much as possible.
A.3.5. In case of any conflict between different documents, the following order of precedence applies:
a. Approved Quotation;
b. (If applicable) cooperation agreement;
c. (If applicable) Service Level Agreement;
d. General Terms and Conditions.
A.4.1. A Quotation or other offer from the contractor is non-binding and valid for a period of fourteen (14) days, unless explicitly stated otherwise. The contractor is not obligated to accept an acceptance after this period has expired, but if the contractor chooses to do so, the Quotation or offer is still considered accepted. The contractor reserves the right to modify or withdraw Quotations at any time. The Agreement is established upon acceptance of the Quotation or offer by the client and the subsequent, possibly automatically generated, confirmation from the contractor.
A.4.2. The contractor is only bound by a (whether or not minor) deviating acceptance of an offer by a potential client if the contractor expressly accepts the deviating acceptance in writing.
A.4.3. If the contractor has issued an offer based on information provided by the client and this information turns out to be incorrect or incomplete, the contractor has the right to terminate the Agreement or to adjust the offer and prices accordingly, even after an Agreement has been established.
A.4.4. The contractor reserves the right to refuse assignments from the client without stating reasons.
A.4.5. If the client does not explicitly indicate agreement with the Quotation or offer but nevertheless allows the contractor to perform work or deliver Materials that fall within the description of the Quotation or offer, or gives the impression of such acceptance, the Quotation or offer will be deemed accepted. This also applies if the client requests the contractor to carry out certain tasks or deliver Materials without waiting for a Quotation.
A.5.1. After the Agreement has been established, the contractor shall make every effort to fulfill it to the best of its ability and with sufficient care and expertise within the agreed time frame, or within a reasonable period if no specific time frame has been agreed.
A.5.2. Furthermore, the contractor shall endeavor to safeguard the interests of the client to the best of its knowledge and strive for a useful result for the client. However, the contractor cannot guarantee that the work performed will always achieve the result desired by the client and is never liable for failing to achieve the intended result, unless otherwise agreed.
A.5.3. The contractor has the right to engage third parties in the execution of the Agreement. Any costs associated with this will only be borne by the client if this has been agreed upon in advance.
A.5.4. The client shall provide the contractor with all necessary and desirable support to enable the proper and timely delivery of the Services. The client shall provide the requested data, materials, and/or information at the contractor’s request and on its own initiative if relevant to the work. The client is solely responsible for providing accurate data, materials, and/or information. The contractor is not responsible or liable for any errors or damages resulting from incorrect data provided by the client. The client indemnifies the contractor against claims (from third parties) in this regard.
A.5.5. The client guarantees the accuracy, completeness, and reliability of the data, even if they originate from third parties. The period within which the contractor must execute the Agreement shall not commence until all requested and necessary data and information have been received by the contractor. Furthermore, the contractor has the right to charge the client for any additional costs incurred due to delays, based on standard rates.
A.5.6. If the client is in default with regard to a material obligation towards the contractor, or if circumstances become known to the contractor after the conclusion of the Agreement that give the contractor reasonable grounds to fear that the client will not fulfill its obligations, the contractor is entitled to suspend or terminate the Agreement.
A.5.7. Any delivery terms communicated by the contractor or agreed upon between the parties are always indicative and shall not be considered as strict deadlines.
A.5.8. Reporting, if agreed upon in advance, by the contractor to the client shall take place in accordance with the proposal, Quotation, or Agreement.
A.5.9. If no reporting method is specified, reporting shall be conducted in Dutch and in accordance with standards of good practice. If no reporting medium has been agreed upon, the contractor shall determine the medium to be used.
A.6.1. If the contractor performs modifications, additional work, or services outside the scope of the Agreement at the request or with the prior consent of the client (hereinafter referred to as “additional work”), these tasks or services shall be compensated by the client at the agreed rates, or in the absence thereof, at the contractor’s standard rates. The contractor is never obliged to comply with such a request and may require a separate written agreement to be concluded before carrying out the relevant work.
A.6.2. The client acknowledges that work or services as referred to in Article A.6.1 may affect the agreed or expected completion time of the service delivery, as well as the mutual responsibilities of the client and the contractor. The occurrence of additional work during the execution of the Agreement shall never be grounds for the client to dissolve or terminate the Agreement.
A.6.3. For additional work that the contractor can demonstrate is reasonably necessary for the provision of the Services, or that reasonably follows from the client’s instructions, the contractor does not require prior approval. Such work shall be carried out on a post-calculation basis at the contractor’s hourly rate applicable at the time of execution. Any additional costs incurred may also be charged.
A.6.4. If a fixed price has been agreed upon for the services, the contractor shall, upon request, inform the client in writing in advance of the financial consequences of the additional work.
A.7.1. The client is prohibited from using the Services to violate Dutch or other applicable laws or regulations governing the client or the contractor, or to infringe upon the rights of others.
A.7.2. Additionally, it is expressly prohibited (regardless of legality) to offer or distribute materials through the Services that:
a. contain malicious content (such as malware or other harmful software);
b. infringe upon third-party rights (such as intellectual property rights) or are clearly defamatory, libelous, offensive, discriminatory, or incite hatred;
c. contain information or assist in violating third-party rights, such as hacking tools or instructions on cybercrime intended to enable the reader to engage in criminal activities rather than defend against them;
d. constitute a breach of third-party privacy, including but not limited to distributing third-party personal data without consent or legal necessity;
e. contain hyperlinks, torrents, or references to materials that infringe upon copyright or other intellectual property rights; or
f. contain child pornography, bestiality pornography, or animations thereof, or are evidently intended to help others obtain such materials.
A.7.3. The client shall refrain from hindering other customers or internet users or causing damage to systems or networks belonging to the contractor or other clients. The client is prohibited from launching processes or programs, whether via the contractor’s systems or not, which the client knows or can reasonably suspect will hinder or damage the contractor, its customers, or internet users.
A.7.4. If, in the contractor’s opinion, a risk arises that hinders, damages, or otherwise endangers the functioning of the contractor’s or third-party computer systems or networks and/or internet-based services—particularly due to excessive email or data transmission, (distributed) denial-of-service attacks, poorly secured systems, or the activity of viruses, Trojans, and similar software—the contractor is entitled to take all measures reasonably necessary to mitigate or prevent such risks. The contractor may charge the client for any reasonably necessary costs associated with these measures.
The contractor is at all times entitled to report any detected criminal offenses to the relevant authorities. Furthermore, the contractor is entitled to disclose the client’s name, address, IP address, and other identifying information to a third party who files a complaint about the client’s alleged infringement of their rights or these General Terms and Conditions, provided that the applicable legal or case law requirements are met.
A.7.5. The contractor may recover damages resulting from violations of these usage rules from the client.
A.7.6. If the client violates these usage rules, the contractor is entitled to block access to the Services and/or the relevant materials and suspend or terminate the Agreement.
A.7.7. The client is required to act in accordance with applicable legal provisions, netiquette, the guidelines of the Advertising Code Committee, the Agreement, and these General Terms and Conditions.
A.8.1. The provisions in this Article A.8 apply if the client has instructed the contractor to perform maintenance and/or support services.
A.8.2. The contractor shall endeavor to ensure the uninterrupted availability of its Services but does not provide any guarantees unless otherwise agreed upon in a service level agreement. The contractor is also dependent on its subcontractors in this regard.
A.8.3. The contractor depends on its subcontractors for adjustments to the Services. The contractor is entitled to refrain from installing certain updates or patches if, in its opinion, doing so would negatively affect the proper delivery of the Service or if not installing them would not harm the quality of the Service.
A.8.4. The contractor has the right to temporarily suspend its Service or parts thereof for maintenance, modifications, or improvements, including maintenance or enhancements of associated facilities. The contractor shall strive to carry out such suspensions outside of Business Hours whenever possible and shall inform the client in advance of planned suspensions.
A.8.5. If the contractor deems it necessary to suspend the Service—whether during or outside Business Hours—for the proper functioning of the Service, it is entitled to do so immediately without prior notice to the client. However, the contractor is never obligated to compensate for any damages resulting from such a suspension.
A.8.6. The client shall cooperate as required for maintenance and shall temporarily cease using the Services and ensure data backup.
A.8.7. The contractor is not obliged to perform maintenance on the Services and/or provide user support for the Services. If the client requests maintenance and/or support, the parties will consult, and the contractor may offer a proposal. The contractor shall only perform maintenance and/or support services after the client has accepted the proposal. The contractor has the right to refuse such a request.
A.9.1. All intellectual property rights to any Materials developed or made available by the contractor under the Agreement shall remain solely with the contractor or its licensors.
A.9.2. All intellectual property rights pertaining to Client Data or other materials provided by the client shall remain with the client. The client indemnifies the contractor against any third-party claims based on an infringement of an (intellectual property) right due to Client Data or materials provided by the client or its end users.
A.9.3. Unless otherwise agreed in writing and provided that the client fulfills its payment obligations under the Agreement, the client obtains a non-exclusive, unlimited, transferable, perpetual, and sublicensable right to use the Materials developed or made available by the contractor under the Agreement in accordance with the Agreement’s provisions. Unless otherwise agreed, the client shall use the Materials solely for their intended purpose within its own business or organization.
A.9.4. The client has no right to the source code and is not entitled to apply reverse engineering to any part of the Materials exclusively developed for the client by the contractor, unless otherwise agreed or if required by law.
A.9.5. The client is not permitted to remove or modify any indications of intellectual property rights from the Materials, including designations regarding confidentiality and proprietary status.
A.9.6. The contractor is permitted to implement technical measures to protect the Materials. If the contractor has secured these components through technical protection, the client is not allowed to remove or bypass such security measures.
A.9.7. The client is not entitled to modify or further develop the Materials (in part) or to use them in a (partially) modified form, nor to use them without any mention of the contractor’s name as the creator, unless otherwise agreed.
A.9.8. The contractor is entitled to use the Materials developed or made available by the contractor under the Agreement and the completed Service for its own promotion and/or publicity. Furthermore, the contractor is entitled to use the client’s (business) name, logo, and a general description of the client for its own promotion and/or publicity.
A.10.1. The parties shall treat information that they provide to each other before, during, or after the execution of the Agreement as confidential when such information is marked as confidential or when the receiving party knows or reasonably should assume that the information was intended to be confidential. The parties shall impose this obligation on their employees as well as on third parties engaged by them for the execution of the Agreement.
A.10.2. The receiving party shall ensure that confidential information receives the same level of protection against unauthorized access or use as its own confidential information, but at least a reasonable level of protection.
A.10.3. The duty of confidentiality does not apply if and insofar as the receiving party can prove that the information:
a. was already in its possession before the date of disclosure;
b. is available from a third party without violating any confidentiality obligation toward the disclosing party;
c. is available from public sources, such as newspapers, patent databases, publicly accessible websites, or services;
d. was independently developed by the receiving party without using any information from the disclosing party.
A.10.4. If a party receives an order from a competent authority to disclose confidential information, it has the right to comply with the order. However, the disclosing party shall be informed of the order as soon as possible (in advance), unless this is not permitted. If the disclosing party indicates that it wishes to take legal action against the order (for example, via an injunction), the receiving party shall wait with disclosure until a decision is made, insofar as this is legally possible.
A.10.5. The confidentiality obligation remains in effect even after termination of the Agreement, regardless of the reason for termination, for as long as the disclosing party can reasonably claim the confidential nature of the information.
A.11.1. All prices quoted by the contractor are in euros and are exclusive of VAT, unless explicitly stated otherwise in the Quotation or offer.
A.11.2. The contractor is entitled to adjust the rates for its Services at most once per year in accordance with the Service Price Index published annually by the Dutch Central Bureau of Statistics.
A.11.3. Prices may also be increased by the contractor at any time if the rates of its suppliers, such as for electricity, data centers, software, and (public) cloud solutions, increase. This shall not entitle the client to terminate the Agreement.
A.11.4. Articles A.11.2 and A.11.3 constitute exceptions to the contractor’s right to terminate the Agreement in the event of a price increase. The contractor is entitled to implement price increases outside of these cases with a notice period of one (1) month. If the client does not agree with such an increase, they are entitled to terminate the Agreement up until the moment the price increase takes effect. If the contractor wishes to reduce the applicable prices and rates, it is entitled to implement this reduction immediately, without the client having the right to terminate the Agreement.
A.11.5. Prices are based on factors applicable at the time of quotation or Agreement conclusion, including social and tax charges, levies, insurance premiums, etc. If changes occur in these or other price-determining factors after the quotation or Agreement conclusion but before the completion of the service or delivery, the contractor has the right to adjust its prices accordingly and invoice the client.
A.11.6. Incurred purchasing costs, including but not limited to media costs paid by the contractor on behalf of the client, shall always be fully charged, including the agreed markup percentage, unless otherwise agreed in the Agreement. Any exceeding or deviation from the agreed purchasing costs, other than as pre-agreed, shall still be charged to the client by the contractor.
A.12.1. The client shall pay the contractor the amount specified in the Agreement. The contractor is entitled to invoice in advance and electronically. Each invoice shall have a payment term of thirty (30) days, unless expressly agreed otherwise.
A.12.2. Additionally, the parties may agree in writing that the work performed for the client shall be billed on a post-calculation basis. The actual hours spent by the contractor shall be charged to the client at the contractor’s prevailing standard rates. Any licensing costs related to Article A.9.3 shall also be invoiced on a post-calculation basis.
A.12.3. The client is obligated to reimburse the contractor for any expenses incurred in the course of performing its work, whether directly or indirectly. These costs are not included in the rates mentioned in Article A.12.1.
A.12.4. If the contractor provides a Quotation to the client regarding work to be performed by third parties or goods to be supplied by third parties, such Quotation is subject to the condition that the offer provided by these third parties to the contractor may contain inaccuracies.
A.12.5. If direct debit (SEPA) has been agreed upon, the client grants the contractor a SEPA authorization upon entering into the Agreement, allowing the contractor to automatically collect the amounts owed by the client from the client’s bank account. The client must ensure that the designated bank account for the direct debit has sufficient funds at all times. If a withdrawal cannot be executed, the client must pay the amounts invoiced by the contractor by other means before the due date.
A.12.6. The contractor is at all times entitled to invoice certain costs in the same manner as specified in Article A.12.5. Such costs include, but are not limited to, production, exposure, and distribution-related expenses.
A.12.7. The contractor may, regardless of the agreed payment terms, require the client to provide financial security for payments on projects exceeding €50,000.
A.12.8. The contractor is entitled to make the execution of the Agreement contingent on an advance payment by the client. If an advance payment is required, the contractor shall only commence work under the Agreement after the client has fully paid the advance.
If the advance payment is not made or not made on time, the contractor shall not be liable for any damages resulting from the non-execution of the Agreement.
Any advance payments made shall be deducted from the final invoice under the Agreement.
If the client has not fully paid the invoice by the due date, the contractor shall provide the client with a final opportunity to pay the invoice within fourteen (14) days. If the client still fails to make full payment after this period, the client shall be in default automatically, without the need for further notice.
In such a case, the contractor shall have the right to assign the claim to a debt collection agency and/or suspend the Services until all outstanding amounts have been fully paid.
In this event, all legal and extrajudicial costs (including but not limited to lawyer fees, legal fees, bailiff costs, and debt collection agency fees) shall be borne by the client.
A.13.1. The total liability of the contractor towards the client, as a result of an attributable failure in the performance of the Agreement, a wrongful act, or otherwise, is limited to compensation for direct damage only. Direct damage is exclusively defined as:
a. damage directly caused to tangible objects (“property damage”);
b. reasonable and demonstrable costs incurred by the client to demand proper compliance with the Agreement from the contractor;
c. reasonable costs incurred to determine the cause and extent of the damage, insofar as they relate to the direct damage as defined in this article;
d. reasonable and demonstrable costs incurred by the client to prevent or mitigate the direct damage referred to in this Article A.13;
e. reasonable and demonstrable costs incurred by the client to ensure that the performance complies with the Agreement.
A.13.2. Without prejudice to the above provisions, the liability of the contractor, regardless of the legal basis, particularly in cases of attributable failure in the performance of the Agreement, tort, or warranty obligation, is limited to compensation for direct damage up to a maximum of the agreed price for the Service (excluding VAT) over a period of six (6) months, whereby a series of incidents shall be considered a single incident, with a maximum liability of €250,000 (two hundred fifty thousand euros) per calendar year.
A.13.3. A prerequisite for any right to claim damages is that the client notifies the contractor in writing of the damage as soon as possible after becoming aware of it.
A.13.4. The contractor’s liability for an attributable failure in the performance of an Agreement arises only if the client immediately and properly notifies the contractor of the failure in writing, specifying a reasonable period to remedy the failure, and the contractor continues to fail to perform its obligations after this period. The notice of default must contain as detailed a description of the failure as possible to enable the contractor to respond adequately.
A.13.5. Any limitation of liability included in the Agreement shall cease to apply if and insofar as the damage is the result of intentional misconduct or gross negligence on the part of the contractor, or in cases of death or bodily injury.
A.13.6. Whether or not to follow the advice provided by or on behalf of the contractor is at the discretion of the client. The client must independently assess whether the advice should be fully followed, taking into account the prevailing circumstances. The contractor does not guarantee that its advice can always be applied immediately or at a later stage as intended by the client. The contractor does not provide updates on changing circumstances after delivering its advice.
A.13.7. The contractor is not liable for shortcomings in the execution of work that result from actions or omissions by the client and/or third parties engaged by or on behalf of the client, including but not limited to:
a. failure to provide accurate or updated data or information on time;
b. failure to timely or fully communicate changes or additions to the work;
c. deficiencies in Materials that have already been approved by the client for completion of the work, or where the client has failed to approve them (if requested) before the completion of the work;
d. errors in or during the (online) placement of Materials, including but not limited to advertisements, printed materials, software, or other media.
A.13.8. All claims arising from liability towards the contractor shall expire twelve (12) months after the termination or completion of the work.
A.13.9. The client indemnifies the contractor against any third-party claims arising from a breach of the Agreement by the client.
A.14.1. The contractor cannot be held to fulfill any obligation under the Agreement if performance is prevented due to force majeure. The contractor also cannot be held liable for any damage resulting from such force majeure.
A.14.2. Force majeure shall include, but is not limited to, power failures, internet outages, failures in telecommunication infrastructure, network attacks (including (D)DoS attacks), malware or other malicious software attacks, domestic disturbances, mobilization, war, terrorism, strikes, import and export restrictions, supply chain disruptions, fire and floods, unforeseen complications during execution, supplier issues, and any other circumstances that make the execution of work disproportionately costly or burdensome.
If a force majeure situation persists for longer than six (6) months, both parties shall have the right to immediately terminate the Agreement in writing without any obligation to undo previously performed actions.
A.15.1. The duration of the Agreement shall be specified in the Agreement. If no duration is specified, and the contractor commits to performing the Services described in the Agreement for an extended period (continuous agreement), the Agreement shall be considered indefinite. For one-time Agreements concerning the development or modification of Materials, the Agreement shall remain in effect for the duration required to complete the work. One-time Agreements cannot be terminated prematurely.
A.15.2. Either party may terminate an Agreement of indefinite duration in writing, subject to a notice period of at least three (3) months, unless otherwise agreed in the Agreement. In the event of lawful termination, neither party shall be entitled to any compensation for damages.
A.15.3. The contractor may terminate an Agreement without prior notice and without judicial intervention, in whole or in part, by means of written notification with immediate effect, in the event that the client is granted (whether temporary or permanent) suspension of payments, the client is declared bankrupt, or the client’s business is liquidated or discontinued, other than for the purpose of restructuring or merging businesses.
A.15.4. In the event of termination of the Agreement, any amounts already invoiced for work performed shall remain due and payable, without any obligation to undo such performance. If the client terminates the Agreement, only the portion of the Agreement that has not yet been executed by the contractor may be terminated. The amounts invoiced for Services already performed or delivered shall remain payable even after termination of the Agreement and shall become immediately due and payable as of the termination date.
A.15.5. The contractor is entitled to suspend or cease the execution of work and any granted usage rights if the client does not comply with the payment conditions, fails to provide the required security as requested by the contractor, or fails to supply the correct or complete data, materials, and/or information requested by the contractor.
A.15.6. If the client fails to fulfill one or more obligations under the Agreement due to an attributable failure, the contractor shall notify the client in writing of the default, specifying a reasonable period within which the client must remedy the failure, unless performance of the obligation(s) is permanently impossible, in which case the client shall be immediately in default. The contractor is then entitled to terminate the Agreement between itself and the client without judicial intervention.
In such a case, the client shall be obligated to compensate the contractor for all costs incurred up to that point, advance payments made, and the fees due at that time, without prejudice to the contractor’s right to claim further damages.
A.16.1. The contractor shall remain available for a reasonable level of customer support via its ticket system. The client may request support from the contractor through this ticket system after providing all relevant information. If agreed in writing, the contractor shall also remain available for a reasonable level of remote customer support via telephone and email during regular Business Hours.
A.16.2. If certain information and/or questions in the ticket system are partially, incorrectly, or not filled out, the contractor may be unable to initiate or properly process the support request.
A.16.3. The contractor strives to handle support requests within a reasonable timeframe. The time required to respond to and resolve issues may vary.
A.17.1. All Client Data remains the property of the client. The contractor shall not claim ownership of Client Data. Upon termination of the Agreement, the contractor shall delete or destroy all Client Data, taking into account the provisions of this Article A.17.
A.17.2. The client grants the contractor a non-transferable and sublicensable license, only insofar as necessary for the execution of the Agreement, to use the Client Data for the duration of the Agreement, and only to the extent required for the provision of the Service(s).
A.17.3. If the Agreement is terminated, the contractor shall make reasonable efforts to provide support for the migration or transfer to another service or ICT contractor by making relevant data available and granting access to the relevant components of the Service(s) to be migrated. Any costs associated with this shall be entirely borne by the client. The contractor shall not be responsible for the actual migration or transfer to the new contractor; this remains the responsibility of the client.
A.17.4. If the client wishes to make use of the exit support mentioned above, the client must submit a written request to the contractor no later than the date on which the Agreement ends. For exit support that extends beyond the scope described above, the contractor is entitled to charge the client for the associated costs at the agreed hourly rates. If no hourly rate has been agreed upon, the contractor is entitled to charge these costs at the contractor’s applicable hourly rates at that time.
A.17.5. The contractor is only obligated to provide the migration or transfer support mentioned above if all amounts due from the client and any other obligations under the Agreement have been fully paid or fulfilled.
A.18.1. The parties may agree on an arrangement to ensure the continuity of the Services provided by the contractor. The client shall be required to pay an additional fee for this arrangement.
A.18.2. This arrangement may include the establishment of a continuity scheme. A continuity scheme shall then be set up in favor of the client with a trusted third party in the Netherlands, as agreed upon by both parties. The scope of the continuity scheme shall be determined through mutual consultation and may include data, source code, and documentation of the Service.
A.19.1. The contractor is entitled to unilaterally amend the General Terms and Conditions. Amendments shall also apply to Agreements already concluded. Amendments shall be communicated to the client in writing and shall take effect thirty (30) days after notification, unless a different effective date is specified in the notice.
A.19.2. If the client does not agree with an amendment, they may notify the contractor in writing before the new terms take effect, after which the parties shall consult.
A.19.3. If the proposed amendment(s) significantly negatively affect the Services or the client’s position, the client may terminate the Agreement, provided that the contractor receives written notice of termination before the amendment takes effect.
A.19.4. Minor amendments, amendments required by law, and amendments in the client’s favor may be implemented at any time.
A.20.1. The Agreement shall be governed by Dutch law.
A.20.2. The contractor’s records regarding the work performed and the amounts due shall serve as authentic and binding evidence, unless the client provides evidence to the contrary.
A.20.3. Unless mandatory legal provisions dictate otherwise, any disputes arising from the Agreement shall be submitted to the competent Dutch court in the district where the contractor is established.
A.20.4. Where the General Terms and Conditions refer to “written” communication, this shall also include communication via email, provided that the sender’s identity and the integrity of the content can be sufficiently established.
A.20.5. The client may not transfer their rights and/or obligations arising from or related to the Agreement, in whole or in part, to a third party without the contractor’s prior written consent.
A.20.6. The contractor is entitled to transfer its rights and obligations under the Agreement to a third party that acquires the contractor or its business activities, without requiring prior consent from the client.
B.1.1. The provisions set out in this Module B apply additionally if the contractor performs custom development work and/or content creation in the context of online marketing or advertising under the Agreement.
B.2.1. Before the contractor performs any work at the client’s request for the creation of Materials, the parties shall agree in writing on the hourly rate to be charged by the contractor. Unless otherwise agreed, the contractor shall invoice the client for the hours worked at the end of each month on a post-calculation basis.
B.2.2. Once the parties have agreed on the hourly rate and the method of invoicing, the contractor shall be entitled to allocate time, at its professional discretion, to tasks related to the creation of the Materials. These tasks may include, but are not limited to, discussions and meetings with the client, conducting research, programming, and implementation work.
B.2.3. If the client has pre-purchased a specific number of hours from the contractor, or if the parties have agreed on a maximum number of hours, the contractor shall cease performing work once the pre-purchased hours have been used or the maximum agreed hours have been reached.
B.2.4. If the work completed by the contractor does not fully meet the client’s expectations for the intended Materials, or if the client has new requests, the parties may agree on additional hours for the contractor to further develop the Materials.
B.3.1. In the event of cancellation of the work, the contractor is required to charge the client the following cancellation fees:
a. For cancellations up to two weeks before the scheduled start of the work: 10% of the agreed price;
b. For cancellations between two weeks and one week before the scheduled start of the work: 25% of the agreed price;
c. For cancellations less than one week before the scheduled start of the work: 50% of the agreed price.
B.4.1. Before commencing the work, the parties shall document in writing the methodology and approach for executing the work, as well as the specifications that the Materials to be developed must meet.
B.4.2. The contractor shall make reasonable efforts to keep the client informed about the progress of the development work throughout the execution process.
B.4.3. The contractor shall deliver the developed Materials to the client when, in the contractor’s professional opinion, they meet the predefined requirements and/or are suitable for use.
B.4.4. The contractor shall strive to develop the Materials as accurately and error-free as possible, but cannot guarantee that the Materials are or will remain free of defects at all times.
B.4.5. The client indemnifies the contractor against all third-party claims related to the use of the Materials developed by the contractor, whether such use is by the client, on behalf of the client, or with the client’s approval.
B.5.1. If agreed, the contractor has the right to use third-party materials in the development work. Any costs associated with the use of these materials shall be borne by the client.
B.5.2. The contractor has the right to use open-source software in the development work, provided that this does not require the developed Materials themselves to be distributed under an open-source license.
B.5.3. After the delivery of the Materials, compliance with any conditions related to third-party materials shall be the sole responsibility of the client.
B.6.1. The client shall evaluate the developed Materials within 14 days after delivery and subsequently either accept them or provide a written and reasoned rejection. The client may only reject delivered Materials if they do not comply with the pre-agreed specifications.
B.6.2. The client shall not reject the delivered Materials due to minor defects that do not prevent their operational use. Upon notification by the client of such minor defects, the contractor shall make reasonable efforts to rectify them within a reasonable timeframe.
B.6.3. The developed Materials shall be considered accepted if the client:
a. explicitly accepts the developed Materials;
b. puts the developed Materials into operational use; or
c. does not reject the developed Materials in writing and with justification within the aforementioned period.
B.6.4. If the Materials are delivered in phases, the client must approve or reject each phase upon delivery. The client may not base approval or rejection in a later phase on aspects that were approved in an earlier phase.
B.6.5. If the client rejects the developed Materials, the contractor shall make reasonable efforts to remedy the reason for rejection within a reasonable timeframe. The contractor may do this by either:
The client shall then re-evaluate the Materials according to the previously described procedure.
B.6.6. If the client continues to reject the delivered Materials, either in full or in part, after a revision or justification, the contractor shall be entitled to charge additional costs for any further revisions.
B.6.7. If either party determines after at least one revision round that further revisions are no longer feasible or meaningful, both parties shall be entitled to terminate the Agreement (or the part related to development). In such a case, the client shall only be required to compensate the contractor for the costs incurred and the work already performed, but shall not have the right to continue using the Materials.
B.6.8. After the client has accepted the Materials, the contractor’s liability for any defects in the delivered Materials expires, unless the contractor has explicitly provided specific guarantees.
C.1.1. The provisions set out in this Module C apply additionally to the general online marketing services provided by the contractor on behalf of the client.
C.2.1. With respect to services in the field of search engine optimization (hereinafter: “SEO”) and search engine advertising (hereinafter: “SEA”), the contractor reserves the following rights.
C.2.2. The contractor shall endeavor to perform the assignment to the best of its ability. For SEO services, the contractor aims to achieve high-quality rankings in the most commonly used Dutch (or otherwise agreed-upon) search engines. The contractor has an obligation of effort rather than a guaranteed result and will strive for a high ranking whenever possible. The contractor reserves the right to deviate from this goal if affected by factors such as hard-to-rank keywords, third-party spam, non-indexing by search engines, rejection or non-indexing of URLs due to technical aspects or website specifications, technical deficiencies, or failure to comply with and/or implement the contractor’s recommendations.
C.2.3. Any statistical data provided by or on behalf of the contractor is always indicative unless expressly stated otherwise. The client cannot derive any rights from such data. For both SEO and SEA services, the contractor has an obligation of effort, not an obligation of result.
C.2.4. The contractor is not liable for errors arising from work performed by third parties, including but not limited to Google.
C.2.5. SEA advertising costs shall be paid directly to third parties, such as Google, unless otherwise agreed.
C.2.6. If necessary for the execution of the Agreement, the contractor may enter into third-party paid service agreements for SEO purposes in the name of the client.
C.3.1. If the service includes the sending of electronic communications by the contractor on behalf of the client, including but not limited to newsletters or promotional emails, the provisions of this Article C.3 shall apply.
C.3.2. The parties guarantee that they will at all times comply with the applicable provisions of European laws and regulations, including those regarding personal data protection and electronic communications, as well as the (conduct) rules of the industry association Data Driven Marketing Association (DDMA), including the “Code for Email Advertising”.
C.3.3. The client declares that all email addresses or other contact details provided are accurate and that the recipients have explicitly and unambiguously agreed to receive such messages, or that sending without consent is permitted under the law. Upon request, the client shall provide the contractor with immediate proof of compliance.
C.3.4. The contractor is entitled to suspend the execution of email deliveries if it receives complaints from recipients indicating that such messages were sent without proper consent.
C.3.5. The client shall ensure that the content and formatting of emails comply with all legal requirements regarding electronic communications, including but not limited to the disclosure of the client’s identity, contact details, and opt-out options. This obligation applies only if the content and formatting were provided or arranged by the client.
C.3.6. The client indemnifies the contractor against all third-party claims, fines, and other regulatory sanctions imposed on the contractor as a result of the client’s failure or incomplete compliance with the aforementioned regulations and/or conduct codes. The client shall fully compensate the contractor for any damages suffered due to a breach of the warranty specified in Article C.3.2.
The contractor is also entitled to immediately terminate the Agreement in such cases without being liable for any compensation.
C.4.1. The application, allocation, and potential use of domain names and IP addresses are subject to the applicable rules and procedures of the relevant registering authorities, such as the Stichting Internet Domeinregistratie Nederland (SIDN) for .nl domain names. The relevant authority decides on the allocation of domain names and IP addresses. The contractor acts only as an intermediary in the application process and does not guarantee that an application will be granted.
C.4.2. The client must comply with the rules and conditions set by registering authorities for applying for, obtaining, or using domain names and IP addresses.
C.4.3. The client guarantees that any domain names registered by the contractor on behalf of the client do not infringe on the rights of third parties, such as trade name rights or trademark rights. The client indemnifies and holds the contractor harmless from all damages related to the use of a domain name registered for or by the client.
The contractor is not liable for the client losing their rights to a domain name or for a domain name being registered and/or acquired by a third party in the meantime.
C.4.4. For security reasons, the contractor will not grant the client access to the management interface of a Domain Name System (DNS). If the client provides certain DNS settings (DNS records) to the contractor, or if a DNS was partially preconfigured by a third party, the contractor is not responsible for copying or correcting any errors in the DNS settings.
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