TERMS AND CONDITIONS OF ALBODA MARKETING
We advise that you carefully read these Terms and Conditions so that you are aware of your rights and duties under the Agreement between you and us. You shall be identified as the Commissioning Party.
Article 1. Definitions
1. In these Terms and Conditions the following terms, identified by capital letters, shall have the following meaning:
Alboda Marketing: the sole proprietor Alboda Marketing, with registered office at (4184DG) Opijnen at Blackwoodstraat 27;
Terms and Conditions: these terms and conditions of Alboda Marketing;
Service: the service provided by Alboda Marketing; all intellectual property rights, such as copyrights, trademark rights, law of patents, trade name rights, database rights and related rights, including related rights such as rights to knowhow and domain names.
Commissioning Party: you, the commissioning party and counterparty of Alboda Marketing of the Agreement;
Agreement: the agreement for services between Alboda Marketing and Commissioning Party specifying the Services;
Party (-ies): Alboda Marketing and/or Commissioning Party.
Article 2. Applicability
1. The Terms and Conditions apply to every Agreement between Alboda Marketing and Commissioning Party Possible general conditions of the Commissioning Party are hereby explicitly rejected.
2. Derogations from and additions to the Agreement are exclusively valid when Parties agree in writing to them.
3. These Terms and Conditions also apply to the provision of the Services by the other party, when the Commissioning Party involves other Parties in order to provide the Services.
4. Alboda Marketing is entitled to amend these Terms and Conditions. Substantive changes enter into force one (1) month after publication. Changes in the Terms and Conditions do not affect an existing Agreement.
Article 3. Establishment of the Agreement
1. Offers of Alboda Marketing are non-committal, unless a period of validity is included in the offer. If no acceptance period is included, the offer will always expire after 14 days.
2. If the Commissioning Party assigns without a preceding offer to Alboda Marketing, Alboda Marketing is only bound to this assignment after it has confirmed this in writing to the Commissioning Party.
3. An offer for the provision of multiple services does not force Alboda Marketing to the provision of a part of the Services in this offer at a corresponding amount of the price.
4. Offers, quotations and rates do not automatically apply to re-orders and/or new assignments.
Article 4. The Service
1. Alboda Marketing always provides its services according to an obligation of means and will not guarantee the result of its service unless Parties explicitly agree otherwise in writing.
2. Alboda Marketing will implement the Agreement to the best of one’s knowledge and ability and in accordance with the laid down requirements for a professional party. If and as far as a proper implementation requires this, Alboda Marketing has the right to let third parties execute certain activities, at the discretion of Alboda Marketing. The applicability of articles 7:404, 7:407 and 7:409 BW will explicitly be excluded.
3. An agreed term is considered as a final deadline, only when that is explicitly determined in writing in the Agreement. In all other cases the agreed term shall be regarded as indicative.
4. Alboda Marketing is entitled to the execution of the activities in parts or phases, whereby every part or every phase separately can be invoiced.
Article 5. Commissioning Party’s obligations
1. The Commissioning Party undertakes to provide all necessary information and cooperation which Alboda Marketing requires in order to provide the Services. Alboda Marketing may suspend the activities as long as Commissioning Party does not comply to the obligation in this provision. Alboda Marketing shall never be liable for any damage and/or delay caused by not, not timely, or flawed complying to the duty of disclosure and obligation to cooperate as referred to in this article.
Article 6. Termination of the Agreement
1. The duration of the Agreement is determined in the Agreement itself.
2. Alboda Marketing is allowed to terminate the Agreement in writing at all times with due regard to a period of notice of one month. Alboda Marketing shall not be required to provide any form of compensation or financial remuneration caused by an (intermediate) termination.
3. The Client may terminate the Agreement prematurely, whereby a notice period of at least 3 months applies.
4. 4. Either Party will have the right to terminate the entire Agreement or partially with immediate effect if the other Party goes bankrupt or is granted a moratorium, including the case of termination or liquidation of the company of the other Party.
5. If the Agreement is terminated at any time and at that moment Services have already been implemented, the already implemented Services and the related payment obligation of the Commissioning Party will not be subjected to any obligation to undo, unless the Commissioning Party can prove that Alboda Marketing is in default with regard to specifically the Services. The amounts that have been invoiced prior to the termination by Alboda Marketing regarding the proper implementation or delivered performance in the framework of the Agreement remain due in full and are repayable on demand at the moment of termination.
6. The Commissioning Party is liable to third parties for the consequences of the cancellation and will protect Alboda Marketing against resultant claims of these third parties.
Article 7. Remuneration and payment
1. All amounts as mentioned in an offer or Agreement are expressed in Euros and are provided excluding VAT and possible other imposed charges by the government, unless mentioned differently.
2. Commissioning Party shall settle the invoice within the period of fourteen days after the invoice date. If payments are not made in due time, this instalment shall be considered as the final deadline, and the Commissioning Party will be in default without further notice of default.
3. If the Commissioning Party believes that the amount of the invoice is incorrect, or that there is any other inadequacy in the invoice, he shall immediately inform Alboda Marketing accompanied by convincing evidence of its position. Contestation of (a part of) an invoice does not suspend the payment obligation of the Commissioning Party with regard to (the undisputed part of) an invoice.
4. Alboda Marketing is entitled to change its rates at any time. Alboda Marketing shall inform the Commissioning Party at least 3 (three) month prior to an adjustment of rates. If Alboda Marketing has announced an adjustment of rates, the Commissioning Party may terminate the Agreement until the moment that the adjustment of rates enters into force. The Commissioning Party must take a notice period of three months into consideration with that.
5. Alboda Marketing is entitled to annually increase its rates in accordance with the Consumer price index, as published by Statistics Netherlands, without this providing the right to denounce or terminate otherwise for the Commissioning Party.
Article 8. Intellectual Property Rights
1. All Intellectual Property Rights that rest on documents or materials that the Commissioning Party delivers to Alboda Marketing in the framework of the execution of the Agreement, remain at all times with the Commissioning Party. Commissioning Party provides a worldwide, non-exclusive and sublicensable license to Alboda Marketing to use the delivered materials for the execution of the Agreement.
2. The Intellectual Property Rights which lie with Alboda Marketing when entering into the Agreement, remain with Alboda Marketing.
3. If and to the extent that with the execution of the Agreement, Intellectual Property Rights arise on the outcome of the Services, these Intellectual Property Rights shall rest with Commissioning Party. Alboda Marketing will already transfer these Intellectual Property Rights to the Commissioning Party, on condition that the Commissioning Party has paid all the owed amounts to the Contractor.
Article 9. Liability
1. The liability of Alboda Marketing is limited to compensation of direct damage regardless of the reason for the liability.
2. Direct damage shall only mean: a. Property damage, only within the meaning of article 3 paragraph 3 of Dutch Civil Code; b. Reasonable costs for the prevention of property damage, to the extent that the Client can prove that these expenses have led to a limitation of the direct damage within the meaning of the Agreement; c. Reasonably made expenses by the Client in order to determine the cause and size of the damage, to the extent that the determination relates to the direct damage within the meaning of the Agreement; d. Reasonably made costs that have to be made by the Client in order to correspond to the performance of Alboda Marketing.
3. Alboda Marketing is not liable for other damage than direct damage, such as lost profits, lost sales, loss of expected savings and other similar financial losses, as well as loss of goodwill or name or reputation and all other damage which is not covered by the abovementioned direct damage.
4. To the extent that Alboda Marketing is liable, this liability is limited to maximally the paid compensation by the Commissioning Party under the Agreement .
5. The right of the Client to claim compensation expires at least one (1) year after the event that caused the damage took place.
Article 10. Miscellaneous
1. Commissioning Party is not entitled to transfer arising rights and/or obligations from the Agreement to third parties without permission of Alboda Marketing, unless Parties have agreed otherwise in writing.
2. If any provision of this Agreement is or becomes invalid or non-binding, Parties remain bound to the other provisions. Parties shall replace the invalid provisions in proper consultation with another provision which is valid and approximates the intention of Parties as far as possible.
3. Dutch law applies to the Agreement. All disputes shall in the first instance be presented to the competent court in the district where Alboda Marketing is located.