GENERAL TERMS AND CONDITIONS
The provisions included in this chapter 'General Provisions' apply to every Agreement between Vadev Media and Customer.
Article 1. Definitions
All terms written in capital letters in these general terms and conditions, both in singular and plural, have the meaning given to them in this article.
1.1. Account: the account created by or on behalf of Customer or End User, enabling, if necessary, the provision of (parts of) the Services.
1.2. Customer: any legal entity or natural person acting in the course of a profession or business with whom Vadev Media enters into an Agreement for the provision of Services.
1.3. GDPR: Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons concerning the processing of personal data and on the free movement of such data.
1.4. Data Breach: a breach of security leading, accidentally or unlawfully, to the destruction, loss, alteration, unauthorized disclosure, or access to transmitted, stored, or otherwise processed Personal Data as referred to in Article 4.12 of the GDPR.
1.5. Services: the services of Vadev Media, including, but not limited to, ICT services, online marketing, search engine optimization, customer support, development, and hosting.
1.6. End User: the employee or other natural person using Vadev Media's Services under the Agreement.
1.7. Defect: the failure of Material to meet the Agreement or what the parties may reasonably expect from the Material.
1.8. Service Agreement: any quotation, framework agreement, and/or offer from Vadev Media based on which the Services are provided to Customer.
1.9. Intellectual Property Rights: all intellectual property rights including, but not limited to, copyrights, database rights, domain name rights, trade name rights, trademark rights, design rights, neighboring rights, patent rights, as well as rights to know-how.
1.10. Office Hours: Monday to Friday, from 08:30 to 17:00 (Dutch time), excluding official Dutch holidays.
1.11. Customer Data: all data and other information entered or stored during the use of the Services or otherwise provided by Customer to Vadev Media in the context of the execution of the Service Agreement, or generated by or on behalf of Customer or its End Users through the Services.
1.12. Materials: materials provided or otherwise made available by the parties under the Agreement, excluding Customer Data, including all websites, Software, (web) applications, corporate identities, logos, brochures, leaflets, lettering, advertisements, marketing and/or communication plans, concepts, images, texts, sketches, documentation, advice, reports, audiovisual works, and (other) intellectual creations, as well as preparatory material and the data carriers on which the materials are located.
1.13. Agreement: the complete agreement between Vadev Media and Customer, including the Service Agreement, these general terms and conditions, additional agreements concluded between the parties (such as a service level agreement or a separate data processing agreement), and any other written agreements and attachments.
1.14. Subprocessor: the party processing personal data on behalf of Vadev Media, processed by Vadev Media on behalf of Customer.
1.15. Confidential Information: all information designated as confidential, or which the receiving party must reasonably understand to be of a confidential nature, including personal data processed on behalf of the Customer.
Article 2. Ranking Order
2.1. The Agreement may consist of different documents. In case of inconsistencies, the ranking order listed below applies (with the earlier mentioned documents taking precedence over the later mentioned ones):
a) any other written agreements between the parties;
b) the Service Agreement;
c) any service level agreement concluded between the parties;
d) these general terms and conditions.
2.2. In case of inconsistencies between the general provisions of Chapter 1 of these general terms and conditions and the following chapters, the chapter related to the respective part of the Services takes precedence.
2.3. To the extent that the different parts of the Agreement do not contain contradictions, they apply additionally to each other.
Article 3. Conclusion of the Agreement
3.1. The Agreement commences on the date indicated in the Service Agreement or on the date of acceptance by the Customer if no start date is specified in the Service Agreement.
3.2. If Customer consists of multiple legal entities or legal entities, they are jointly liable for the performance of the obligations arising from the Agreement.
3.3. All offers from Vadev Media are non-binding and valid for thirty days after the date stated in the quotation or offer. Vadev Media is not obliged to accept an acceptance after this period, but if Vadev Media does so, the offer is considered accepted.
3.4. If Vadev Media has made an offer based on information provided by the Customer, and this information proves to be incorrect or incomplete, Vadev Media has the right to terminate the Agreement or adjust the offer and prices accordingly, even after the Agreement has been concluded.
3.5. Additions and changes to the Agreement are only valid if they have been agreed upon in writing between the parties.
Article 4. Duration of the Agreement
4.1. Unless explicitly stated otherwise in the Agreement, the Agreement is entered into for a definite period, which corresponds to the duration of the Service Agreement. If the Service Agreement does not specify a duration, the Agreement is entered into for one year.
4.2. The Agreement is tacitly renewed for a period of one year, unless one of the parties terminates the Agreement in writing with due observance of a notice period of three months before the end of the current term.
4.3. Termination of the Service Agreement or the Agreement does not release the Customer from the obligation to pay for the Services already provided by Vadev Media.
4.4. Both parties can terminate the Agreement with immediate effect and without notice of default or judicial intervention in writing if:
a) the other party applies for suspension of payment or bankruptcy;
b) a substantial part of the assets of the other party is seized;
c) the other party is dissolved or liquidated;
d) the other party ceases its business operations;
e) the other party fails to fulfill its obligations under the Agreement, and this failure justifies the immediate termination of the Agreement.
4.5. Upon termination of the Agreement, Customer is obliged to immediately cease using the Services, and Vadev Media has the right to block access to the Services.
Article 5. Execution of the Agreement
5.1. Vadev Media will perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
5.2. Vadev Media has the right to engage third parties for the performance of the Agreement.
5.3. Customer will provide Vadev Media with all information and cooperation reasonably required for the execution of the Agreement in a timely manner. Customer guarantees the accuracy and completeness of the information provided to Vadev Media.
5.4. Vadev Media is entitled to suspend the execution of the Agreement until Customer has fulfilled the obligations under the Agreement.
5.5. If the execution of the Agreement is delayed due to a circumstance attributable to Customer, the additional costs and fees incurred as a result will be borne by Customer.
5.6. If it has been agreed that the Agreement will be executed in phases, Vadev Media may suspend the execution of those parts that belong to a subsequent phase until Customer has approved the results of the preceding phase in writing.
Article 6. Changes to the Agreement
6.1. Either party may propose changes to the Agreement. The other party will only implement these changes if the other party agrees to them.
6.2. Vadev Media may adjust the fees and rates if there is a change in the scope of the Services or if circumstances arise that were not foreseen at the time of the conclusion of the Agreement and that are of such a nature that Vadev Media would not have entered into the Agreement if it had known of these circumstances. Vadev Media will inform Customer of such changes as soon as possible.
6.3. Changes to the Agreement can only be made in writing.
Article 7. Suspension and Dissolution
7.1. Vadev Media is entitled to suspend the fulfillment of its obligations under the Agreement or to dissolve the Agreement if:
a) Customer fails to fulfill its obligations under the Agreement, or does not do so on time or properly;
b) after the conclusion of the Agreement, Vadev Media learns of circumstances giving good reason to fear that the Customer will not fulfill its obligations. If there is good reason to fear that the Customer will only partially or improperly fulfill its obligations, the suspension will only be permitted insofar as the shortcoming justifies it;
c) Customer was requested to provide security for the fulfillment of its obligations under the Agreement when the Agreement was concluded, and this security is not provided or is insufficient. However, the suspension is not allowed if the shortcoming justifies it.
7.2. Furthermore, Vadev Media is entitled to dissolve the Agreement or have it dissolved if circumstances arise that are of such a nature that fulfillment of the Agreement is impossible or if other circumstances arise that are of such a nature that the unaltered maintenance of the Agreement cannot reasonably be required of Vadev Media.
7.3. If the Agreement is dissolved, the claims of Vadev Media on the Customer are immediately due and payable.
7.4. If Vadev Media suspends the fulfillment of its obligations or dissolves the Agreement, it will in no way be obliged to compensate damage and costs incurred as a direct or indirect result thereof.
Article 8. Force Majeure
8.1. Vadev Media is not obliged to fulfill any obligation under the Agreement if it is prevented from doing so by a circumstance that is not due to its fault, nor is it accountable for it under the law, a legal act, or generally accepted views.
8.2. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in the law and case law, all external causes, foreseen or unforeseen, over which Vadev Media cannot exert any influence but as a result of which Vadev Media is unable to fulfill its obligations. Strikes in the company of Vadev Media or third parties are also included.
8.3. During the period of force majeure, the obligations of Vadev Media are suspended. If the period in which Vadev Media cannot fulfill its obligations due to force majeure lasts longer than two months, both parties are entitled to dissolve the Agreement without any obligation to compensate damage to the other party.
8.4. Insofar as Vadev Media has partially fulfilled its obligations under the Agreement at the time of the occurrence of force majeure, or will be able to fulfill them, and the part fulfilled or to be fulfilled has independent value, Vadev Media is entitled to invoice the part fulfilled or to be fulfilled separately. The Customer is obliged to pay this invoice as if it were a separate agreement.
Article 9. Fees and Payment
9.1. The fees for the Services are specified in the Service Agreement and are exclusive of VAT and other government levies unless stated otherwise.
9.2. Vadev Media is entitled to adjust the agreed prices and rates by means of a written notification to Customer if there are changes in the scope of the Services or in the underlying prices and rates of third parties engaged by Vadev Media.
9.3. Payment must be made within 14 days after the invoice date in a manner specified by Vadev Media.
9.4. Objections to the amount of the invoices do not suspend the payment obligation.
9.5. If Customer fails to pay an invoice on time, Customer is in default by operation of law. In that case, Customer owes an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest applies. The interest on the claimable amount will be calculated from the moment Customer is in default until the moment of payment of the full amount owed.
9.6. Vadev Media has the right to allocate the payments made by Customer to reduce the outstanding interest and costs, and subsequently to reduce the principal sum.
Article 10. Intellectual Property Rights
10.1. All Intellectual Property Rights to the Services provided by Vadev Media, including but not limited to designs, software, reports, documentation, and offers, are exclusively owned by Vadev Media or its licensors.
10.2. Customer only acquires the rights of use that are explicitly granted in the Agreement and these general terms and conditions. Any other or more extensive right of the Customer to reproduce the Services, make them public, or make them available to third parties is excluded. A right of the Customer to receive source codes is also excluded.
10.3. Vadev Media may take technical measures to protect the Services. If Vadev Media has secured the Services by technical protection, Customer is not allowed to remove or evade this protection.
Article 11. Confidentiality
11.1. Each party will keep confidential all information received from the other party that is known to be confidential or of which the receiving party should reasonably understand that it is confidential. This obligation also applies to information concerning the employees and auxiliary persons of the parties, as well as to the content of the Agreement.
11.2. If, pursuant to a statutory provision or a court order, Vadev Media is obliged to provide confidential information to third parties designated by law or the competent court and Vadev Media cannot invoke a legal or competent court-recognized right of privilege, Vadev Media is not obliged to pay compensation to the other party and the other party is not entitled to dissolve the Agreement on the ground of any damage resulting from this.
Article 12. Liability
12.1. Vadev Media is only liable for damage suffered by the Customer that is the direct and demonstrable result of a shortcoming of Vadev Media. Vadev Media is not liable for any other form of damage, including consequential loss, indirect damage, lost profits, or damage due to business interruption.
12.2. If Vadev Media is liable for any damage, the liability of Vadev Media is limited to the amount paid out in the relevant case under the liability insurance of Vadev Media, increased by the amount of the excess under that insurance.
12.3. If, for whatever reason, the insurer does not pay out an amount, the liability of Vadev Media is limited to twice the amount of the fee charged by Vadev Media for its Services in the year in which the event causing the damage occurred.
12.4. A condition for the existence of any right to compensation is always that the Customer reports the damage to Vadev Media in writing as soon as possible after it has arisen. Any claim for damages against Vadev Media will expire by the mere lapse of six months after the damage has arisen.
Article 13. Applicable Law and Disputes
13.1. The Agreement and these general terms and conditions are governed by Dutch law.
13.2. Disputes between Vadev Media and the Customer will be submitted exclusively to the competent court in the district where Vadev Media has its registered office.
Article 14. Miscellaneous Provisions
14.1. Vadev Media is entitled to engage third parties for the performance of the Agreement.
14.2. The Customer is not allowed to transfer rights and obligations under the Agreement to third parties without the written consent of Vadev Media.
14.3. Parties will inform each other immediately in writing of changes in name, address, email address, and other relevant information.
14.4. If any provision of the Agreement or these general terms and conditions is void or voidable, this will not affect the validity of the other provisions. The void or voidable provision will be replaced by a provision that comes closest to the intent of the original provision.
14.5. The version of any communication of information as recorded by the sending party is deemed to be authentic, subject to proof to the contrary by the receiving party.
Article 15. Accounts
15.1. To facilitate Customer's access to the Services, an Account may be required in some cases. If the Agreement necessitates it, Vadev Media may create an Account for or on behalf of the Customer (and, if necessary, End Users) and provide login credentials (username and password).
15.2. If necessary, Vadev Media is authorized to create and manage Accounts on behalf of the Customer or its End Users at third-party services. In this case, login credentials will be provided upon Customer's request.
15.3. All login credentials provided by Vadev Media in the execution of the Agreement are strictly personal and shall not be shared with third parties.
15.4. Vadev Media may assume that all activities occurring from the Accounts to which it has provided login credentials are under the direction and supervision of the Customer.
15.5. Upon request, the Customer shall grant Vadev Media access to Accounts that need to be managed as part of the Agreement. Any actions taken from the relevant Accounts by a party other than Vadev Media are deemed to be conducted under the direction, responsibility, and supervision of the Customer.
15.6. Vadev Media is authorized, if stipulated in the Agreement, to independently and at its discretion interact with customers and other business relations of the Customer on the registered Accounts, profiles, channels, or other online presence of the Customer on online platforms or other (social) media mentioned in the agreement. However, the Customer remains ultimately responsible.
15.7. Unless otherwise agreed, Vadev Media will make reasonable efforts to respond to contact requests and interactions from the customers of the Customer within a reasonable time during Business Hours in cases mentioned in the preceding clause. Parties may agree on response times for various registered Accounts, profiles, channels, or other online presence of the Customer on online platforms or other (social) media in a service level agreement if desired.
Article 16. Use of Equipment and Space
16.1. If the Customer uses (studio) equipment and/or a (studio) space provided by Vadev Media, the provisions of this article apply.
16.2. The Customer shall act as a good tenant and use the provided equipment and/or (studio) space only for the agreed purpose.
16.3. The Customer may only use the equipment at the agreed location(s) within the Netherlands, unless prior written consent is obtained from Vadev Media.
16.4. If the Customer uses a (studio) space provided by Vadev Media, the Customer shall strictly adhere to the applicable house rules and instructions of Vadev Media.
16.5. The Customer is expressly prohibited from transferring or providing the equipment and/or (studio) space provided by Vadev Media to a third party, subleasing, pledging, or otherwise encumbering it.
16.6. The Customer is expressly prohibited from making changes or having changes made, as well as performing repairs or maintenance on the provided equipment and/or (studio) space without the written consent of Vadev Media.
16.7. The Customer is expressly prohibited from causing any hindrance or nuisance to Vadev Media or third parties.
16.8. The risk of loss, theft, damage, or misappropriation of equipment rests with the Customer throughout the entire rental period. The Customer must adequately insure the equipment at its own expense during the term of the Agreement.
16.9. The Customer is fully liable for the use of the equipment and/or (studio) space provided by Vadev Media. The Customer must promptly report any damage to the leased items to Vadev Media in writing.
16.10. To the extent permitted by law, the costs of repairing damage to the equipment and/or (studio) space caused by careless use or unlawful actions by the Customer shall be borne by the Customer.
16.11. If the Customer fails to comply with the obligations under this article, Vadev Media is entitled to deny access to the (studio) space immediately and/or reclaim the equipment, without entitling the Customer to any refund of fees already paid.
Article 17. Maintenance and Support
17.1. Vadev Media will make reasonable efforts to maintain and support the Services properly. Maintenance activities may, however, result in temporary unavailability of the Services. Vadev Media will announce such maintenance activities in a timely manner and, as far as reasonably possible, perform them outside Business Hours.
17.2. If maintenance activities are urgently required and cannot be postponed, Vadev Media is entitled to perform these activities immediately, including during Business Hours, without prior notice.
17.3. The Customer is responsible for installing updates and upgrades of software provided by Vadev Media unless otherwise agreed.
17.4. Support will be provided as agreed between the parties. In the absence of specific agreements, Vadev Media will provide support based on reasonableness and fairness.
17.5. Vadev Media is entitled to refuse support or charge additional costs if the need for support exceeds the normal level.
17.6. Vadev Media is not obliged to provide support if the Customer uses the Services in violation of the Agreement, the general terms and conditions, the law, or any other applicable regulations.
17.7. Vadev Media is entitled to remotely access the systems of the Customer for maintenance and support purposes, provided prior written consent has been obtained from the Customer.
Article 18. Security
18.1. Vadev Media will take reasonable measures to secure the Services against loss, theft, unauthorized access or interference, unauthorized use or disclosure, and other forms of unlawful processing.
18.2. The Customer is required to keep the login credentials provided by Vadev Media strictly confidential and not disclose them to third parties.
18.3. The Customer shall take reasonable measures to prevent unauthorized access to and use of the Services, including securing its own systems and networks.
18.4. The Customer shall promptly inform Vadev Media if the Customer becomes aware of unauthorized use of the Services or if a security incident occurs.
18.5. Parties will mutually inform each other of security incidents that may affect the Services.
Article 19. Data Breaches
19.1. In case of a data breach, the Customer shall promptly inform Vadev Media after becoming aware of the data breach.
19.2. The Customer shall provide all reasonably necessary cooperation to Vadev Media to investigate, remedy, and minimize the consequences of the data breach.
19.3. Vadev Media will act in accordance with the applicable laws and regulations regarding the notification and handling of the data breach.
19.4. If the data breach is a result of an act or omission of the Customer in violation of the Agreement, the general terms and conditions, the law, or any other applicable regulations, the Customer shall be liable for the damage suffered by Vadev Media.
19.5. The costs of investigating and handling the data breach shall be borne by the party that caused the data breach unless otherwise agreed.
Article 20. Processing of Personal Data
20.1. Parties acknowledge that personal data is processed in the performance of the Agreement.
20.2. Vadev Media will process personal data in accordance with the applicable laws and regulations, including the General Data Protection Regulation (GDPR).
20.3. Vadev Media will process personal data as described in its privacy policy, available on its website.
20.4. The Customer guarantees towards Vadev Media that the processing of personal data in the context of the Services is lawful, and the Customer is authorized to provide the relevant personal data to Vadev Media.
20.5. The Customer indemnifies Vadev Media against all claims and claims from third parties related to the processing of personal data by Vadev Media based on the Customer's instructions.
20.6. In case of a data breach involving personal data, the Customer shall promptly inform the data subjects and, if necessary, the supervisory authority, in accordance with the applicable laws and regulations.
Article 21. Intellectual Property Rights
21.1. All Intellectual Property Rights arising from or resulting from the performance of the Agreement, including but not limited to customization, adjustments, modifications, or improvements to the Services by Vadev Media, belong to Vadev Media or its licensors.
21.2. The Customer is expressly prohibited from removing or modifying indications regarding copyrights, trademarks, trade names, or other intellectual property rights from the software, websites, databases, equipment, or other materials.
21.3. The Customer is not allowed to reproduce, disclose, exploit, or create derivative works from the software and other materials on which Intellectual Property Rights rest.
21.4. The Customer is not allowed to circumvent or remove protective measures, such as encryption or technical protection measures.
Article 22. Confidentiality
22.1. Parties shall keep all confidential information received from each other in the context of the Agreement confidential and shall not disclose it to third parties or use it for purposes incompatible with the performance of the Agreement.
22.2. Parties are allowed to disclose confidential information to third parties to the extent necessary for the performance of the Agreement, provided that those third parties have a similar confidentiality obligation.
22.3. The confidentiality obligation does not apply to information that was already public or becomes public without a breach of the confidentiality obligation.
Article 23. Duration and Termination
23.1. The Agreement is entered into for the duration as agreed between the parties.
23.2. If the Agreement is entered into for a definite period, it will be automatically renewed for an indefinite period after the agreed period, unless one of the parties terminates the Agreement in writing with a notice period of at least one month.
23.3. Both parties can terminate the Agreement in writing and with immediate effect in whole or in part if the other party culpably fails to comply with material obligations under the Agreement and, after a proper written notice of default with a reasonable period for rectification, the default is not remedied within the specified period.
23.4. Each party can terminate the Agreement in writing and with immediate effect in whole or in part if the other party:
a. applies for suspension of payments or is granted a suspension of payments;
b. is declared bankrupt or a bankruptcy application is filed;
c. is affected by an enforceable attachment;
d. is placed under curatorship or guardianship;
e. otherwise loses legal capacity or authority to act regarding its assets or parts thereof.
23.5. Each party can terminate the Agreement in writing and with immediate effect in whole or in part if the other party is permanently unable to meet its (payment) obligations.
23.6. Upon termination of the Agreement, for whatever reason and in whatever manner, the right of the Customer to use the Services expires immediately.
23.7. Termination of the Agreement does not affect the legal consequences of Articles 10, 11, 15, 16, 17, 18, 19, 20, 21, 22, 23, and 24.
Article 24. Liability
24.1. The total liability of Vadev Media for an attributable failure in the performance of the Agreement or any other legal basis, expressly including any failure to fulfill a warranty obligation agreed with the Customer, is limited to compensation for direct damages up to a maximum of the price stipulated for that Agreement (excluding VAT). If the Agreement is mainly a continuing performance agreement with a term of more than six months, the agreed price is set at the total of the fees (excluding VAT) stipulated for six months. In no event shall the total compensation for direct damages exceed €100,000 (excluding VAT).
24.2. Vadev Media is not liable for indirect damages, including consequential damages, loss of profit, loss of savings, loss of (business) data, and damages due to business interruption.
24.3. Vadev Media's liability for breach of a warranty obligation, unlawful act, under the law, or any other legal ground is limited to compensation for direct damages up to a maximum of the price stipulated for that Agreement (excluding VAT).
24.4. The Customer must notify Vadev Media in writing of any claim for damages as soon as possible after the occurrence of the damage. Any claim for damages against Vadev Media expires by the mere lapse of twelve months after the arising of the claim.
24.5. The limitations of liability stated in this article do not apply if the damage is due to intent or gross negligence of Vadev Media or its managerial subordinates.
24.6. Vadev Media's liability for unlawful act (including negligence) arises only if Vadev Media fails to exercise the care that, in the given circumstances, may be expected in society. In that case, liability is limited to compensation for direct damages up to a maximum of the price stipulated for that Agreement (excluding VAT).
24.7. The limitations of liability stated in this article also apply to the benefit of Vadev Media's employees and third parties engaged by Vadev Media.
Article 25. Force Majeure
25.1. Parties are not obligated to fulfill any obligation if they are prevented from doing so as a result of force majeure. Force majeure also includes a non-attributable failure of suppliers of Vadev Media.
25.2. If a situation of force majeure lasts longer than ninety days, parties have the right to terminate the Agreement in writing.
25.3. In the event of force majeure, the Customer is not entitled to any (damage) compensation, even if Vadev Media may benefit from force majeure.
Article 26. Applicable Law and Dispute Resolution
26.1. The Agreement and all resulting legal relationships are exclusively governed by Dutch law.
26.2. Disputes between parties shall be submitted exclusively to the competent court in the district where Vadev Media is located.
Article 27. Amendment of the General Terms and Conditions
27.1. Vadev Media is entitled to amend or supplement these general terms and conditions. Changes of minor importance can be made at any time.
27.2. Significant substantive changes to the general terms and conditions will be communicated to the Customer in a timely manner, with a notice period of at least thirty days being observed. If the Customer does not wish to accept a change to the general terms and conditions, they can terminate the Agreement on the date the new general terms and conditions take effect.
27.3. If the Customer does not object to an announced change within fourteen days after notification, the Customer is deemed to have accepted the change tacitly.
27.4. Deviations from these general terms and conditions are only valid if they have been agreed upon in writing between the parties.
END OF THE GENERAL TERMS AND CONDITIONS