Terms and Conditions
Digital Newsgroup B.V. (DNG)
1 APPLICABILITY
1.1 These General Terms and Conditions apply to all Orders.
1.2 The Client's general terms and conditions are not applicable and are expressly rejected by DNG.
1.3 The Assignment will be carried out by us with due observance of the applicable maximum liability in accordance with our liability insurance and applicable (inter)national laws and regulations.
1.4 If one or more provisions of these general terms and conditions are void or are annulled, the remaining provisions of these general terms and conditions shall remain in force.
2 CONCLUSION OF THE AGREEMENT
2.1 The Assignment comes into being at the moment that the written agreement, in which the Assignment is laid down, signed by you and us, has been received back by us, subject to what is stipulated below in 2.2.
2.2 You are responsible for the project description and the marketing budgets to be used by DNG for you, and for the decisions you make or want to make as a result of and/or based on our work.
2.3 Marketing budgets can be adjusted upwards by you at any time.
2.4 Amendments to the agreement are valid if they are recorded in writing and/or by e-mail.
3 MANDATORY RESPONSIBILITIES
3.1 If your cooperation is required in the context of an Assignment, you shall provide us with all data and documents that we need for the correct and timely execution of the Assignment granted, in a timely manner and in the form and manner desired by us. When using DNG's Software, you are responsible for correct and timely data.
3.2 The Assignment will be carried out by us based on information made available to us in connection with the Assignment, including discussions we hold with you or, at your request, with third parties. You warrant that the information provided by you is accurate and complete. You agree that if we receive information from third parties in the context of the assignment, we will assume this information to be accurate and complete without further verification, unless explicitly stated otherwise in the order confirmation.
3.4 Additional costs and damages arising from delays in the performance of the Assignment due to the failure to provide, or to provide in a timely or proper manner, the requested information, facilities, and/or personnel shall be at your expense and risk.
3.5 You will promptly inform us of (changes in) your legal structure and the control relationships within the group to which you belong, as well as of all other (financial) partnerships in which you participate or of which you are a part, in the broadest sense of the word, and of any other facts and circumstances that may be relevant in connection with the performance of the Assignment, enabling us to comply with the independence regulations.
3.6 DNG has your permission to collect, process, analyze, and combine data within the scope of the agreement with DNG data, for the execution and optimization of the service provision.
3.7 For Assignments performed by us at your location, you will provide office space and electronic communication facilities that we deem necessary or useful for the execution of the Assignment and that comply with all (legal) requirements.
3.8 You guarantee that you own all intellectual and industrial property rights of images, products, brands, logos, and other distinctive signs that are shared with DNG.
3.9 You guarantee that your Website(s) comply with applicable laws and regulations and, in particular, that these website(s) do not infringe public order, good morals, or third-party rights.
4 COMPLETION OF THE ASSIGNMENT
4.1 All work performed by us will be carried out to the best of our knowledge and ability in accordance with the requirements of good workmanship. Regarding our (intended) work, there is an obligation to use best efforts.
4.2 We determine the manner in which and by whom the Assignment shall be carried out. In situations where it is expressly intended that the Assignment be carried out by a specific natural person, the applicability of Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is excluded.
4.3 DNG may at any time subcontract and transfer (parts of) the Agreement to a third party.
4.4 Our records (including emails and digital scans of engagement letters, for example) shall constitute full proof against you, unless you provide evidence to the contrary.
5 CONFIDENTIALITY AND DATA
5.1 Unless (i) any provision of national or international law or professional regulations requires us to disclose such information; or (ii) we or persons affiliated with or employed by us are involved in disciplinary, civil, administrative, and/or criminal proceedings in which this information may be relevant, we and the persons engaged by us will not disclose confidential information or personal data or provide it to third parties other than those mentioned in this Article 5. In the performance of our work, we act in accordance with the General Data Protection Regulation (“GDPR”).
5.2 You agree that in the context of: (i) an Engagement provided by you to us, (ii) complying with legal obligations incumbent upon us, (iii) risk management and quality review requirements, and (iv) internal business purposes, we may process confidential information and personal data concerning you and/or persons (formerly) employed by, or for, or associated with you, your clients, or third parties, including sharing this data with:
(a) other DNG teams than those involved in the execution of the Assignment; and
(b) other entities affiliated with DNG (Holding);
(c) if necessary, with parties involved in the performance of the Assignment; and
(d) subcontractors and IT service providers; and
(e) third parties for (scientific) research to be conducted by them, to ensure the quality of our services; and (f) our insurers or legal or financial advisors.
5.3 We will take appropriate measures to protect confidential information and personal data and inform the third parties and employees engaged by us about the confidential nature of the information.
5.4 Your personal data will be processed by us in accordance with applicable (inter)national legislation and (professional) regulations regarding the protection of personal data. You accept that these General Terms and Conditions also apply as a Data Processing Agreement between the parties in the context of the General Data Protection Regulation.
5.5 Unless international or national laws or professional regulations require you to disclose information, or unless we have granted prior written consent, you shall not disclose or provide third parties with information relating to the Assignment, the content of reports, advice, or other written or unwritten expressions by us.
5.6 The Parties shall impose their obligations under this Article on third parties engaged by them.
5.7 The Parties shall guarantee the confidentiality of financial, technical, and commercial data or other information concerning the activities of the other Party, provided by the other Party within the scope of the conclusion and execution of the Agreement.
5.8 The Parties guarantee the confidentiality of the content of the Agreement.
5.9 You shall treat all data and documents provided by DNG – in the broadest sense of the word – including results and statistics, as well as applicable rates, as confidential unless DNG independently chooses to disclose them on its website.
5.10 You are responsible for the protection of personal data on your Website(s) and must implement appropriate personal data protection policies. You undertake to include a personal data protection policy on your website(s), clearly stating that DNG uses anonymous cookies for remarketing purposes. You further undertake to inform your users of the various options for managing cookies. DNG can in no way be held liable for your processing of (personal) data.
5.11 You indemnify DNG against all possible claims concerning infringement of copyrights, patents, or other third-party rights.
6. INTELLECTUAL PROPERTY
6.1 We reserve all intellectual property rights relating to intellectual works that we use or have used and/or develop and/or have developed in the context of the performance of the Assignment, and with regard to which we hold or can enforce copyrights or other intellectual property rights.
6.2 We are and remain the owner or holder of all intellectual and industrial property rights relating to DNG's Website and our software or its constituent parts. It is not permitted to disclose our database or to copy the data.
6.3 DNG also retains all intellectual property rights for data and documents provided, and the applicable rates are confidential data.
6.4 It is not permitted to directly approach our partners mentioned in our proposals and software.
6.4 You are expressly prohibited from multiplying, disclosing, or exploiting our products, including but not limited to computer programs, automation techniques, system designs, systems, advertising campaigns, tracking scripts, content, software, methods, advice, (model) contracts, brands and logos, and other intellectual property, in the broadest sense of the word, whether or not with the involvement of third parties. Multiplication and/or disclosure and/or exploitation is only permitted after our prior written consent.
6.5 You have the right to reproduce written documents for your own internal use, to the extent that it is appropriate within the purpose and duration of the Agreement.
7 HONORARIUM/PAYMENT
7.1 You will reimburse DNG for the blog placements and any agreed-upon additional work.
7.2 The fee owed by you to DNG will be invoiced by DNG once per month with a payment term of 14 days after notification at the latest.
7.3 In case of a joint assignment, all clients are jointly and severally liable for the payment of the full invoice amount to us, as far as the work has been performed for these joint clients.
7.4 You are responsible for the completeness and accuracy of the provided bank details. If you have a direct debit reversed, blocked, or if an automatic collection transaction fails twice, we are entitled to charge you €45 excluding VAT per transaction for administrative costs.
7.5 Our fee includes our expenses, including third-party declarations engaged by us, and excludes value-added tax and other governmental levies. Said expenses, declarations, and levies will be charged to you by us.
7.6 If, after the Order has been concluded but before it has been fully performed, factors affecting the rate—such as wages and/or prices—change, we reserve the right to adjust the previously agreed-upon rate accordingly.
7.7 Payments must be made within 14 days of the invoice date, without deduction, discount, or set-off. Payment must be made in the currency indicated on the invoice, by bank transfer to a bank account designated by us.
7.8 We have an external complaint period of seven (7) days after the date of the invoice. Complaints or objections to the amount of the submitted invoices will only be considered within the complaint period of 7 days after the invoice date and do not suspend your payment obligation.
7.9 Suspensions of Ad Accounts, spending too little or none of marketing budgets, or being unable to advertise cannot be grounds for claiming the services, as an effort to advertise has been made.
7.10 If your financial position and/or your payment behavior gives us cause to do so, we are entitled to request that you immediately provide (additional) security in a form determined by us and/or pay an advance payment. If you fail to provide the requested security or make the requested advance payment, we are entitled, without prejudice to our other rights, to immediately suspend the further execution of the Assignment and your advertising campaigns, and all amounts owed by you to us for any reason whatsoever shall be immediately due and payable.
7.11 Upon expiration of the final payment deadline, we will initiate an external debt collection process, in which all judicial and extrajudicial (collection) costs that we incur or have incurred in connection with your failure to fulfill your (payment) obligations shall be at your expense. The Decree on Compensation for Extrajudicial Collection Costs, which contains further rules regarding the compensation of extrajudicial costs, does not apply. DNG reserves the right to claim the actual costs incurred, in which case we will also charge late payment interest at a rate of three (3) times the statutory interest rate on the amount due from the first day of delay until the day of full payment, as well as a fixed fee for collection costs of 15% on the outstanding amount, with a minimum of EUR 250, excluding VAT.
7.12 If you fail to meet your obligations, in whole or in part, DNG is entitled to stop its services and charge the fee for the remaining months, plus €250 (excluding VAT).
to charge administrative costs in one go. You are required to pay this amount within 14 days.
8 COMPLAINTS
8.1 You indemnify DNG against all claims and demands relating to access to and sales on your Website(s) and DNG's use of the Information provided by you. Without prejudice to other claims and demands, indemnification always applies to claims and demands arising from:
infringement of a third party's intellectual or industrial property right;
infringement of personality rights;
unfair or predatory competition;
breach of public order or good morals;
breach of privacy and data protection rules, a breach of the provisions of the consumer law;
infringement of legal advertising rules and price display regulations;
In such cases, you shall be responsible for the defense of DNG and shall pay DNG all costs for damages, legal assistance, and other expenses to which DNG. BV is ordered or which it incurs in this context.
8.2 Complaints regarding the work performed and/or the invoice amount must be made known to us in writing within 7 days of the dispatch date of the documents or information you are complaining about, or within 7 days of discovering the defect, error, or omission, if you demonstrate that you could not reasonably have discovered the defect, error, or omission earlier, on penalty of forfeiture of all claims.
8.3 Complaints as referred to in the first paragraph do not suspend your obligation to pay. Under no circumstances are you entitled, on the basis of a complaint regarding a specific service, to delay payment or refuse to pay for other services provided by us that are not the subject of the complaint.
8.4 In the case of a justified and timely complaint, you have the choice between an adjustment of the invoiced fee, the free correction or re-performance of the rejected work, or the complete or partial non-performance (or cessation of performance) of the Assignment, with proportional reimbursement of the fee already paid.
9 DELIVERY TIMES
9.1 If you are required to make an advance payment or provide information and/or materials necessary for the execution, the period within which the work must be completed will not commence until the payment has been received in full by us, or the information and/or materials have been made fully available to us, respectively.
9.2 The periods within which the work must be completed shall only be considered as strict deadlines if this has been agreed upon in writing in advance.
9.3 The Order cannot be terminated by you due to exceeding the term, unless it is established that performance is permanently impossible, unless we also do not perform the Order, or do not perform it in full, within a reasonable period granted to us in writing after the expiry of the agreed delivery period.
10 (INTERIM) TERMINATION OF THE CONTRACT
10.1 The Parties may terminate the Assignment in writing, subject to a notice period of 1 month.
10.2 Early termination or temporary suspension is possible with a notice period of 1 month.
10.3 The Parties may terminate the Agreement in whole or in part immediately, without prior notice or judicial intervention, by written notification, in the event that the other Party is granted suspension of payments, whether provisional or final, is declared bankrupt, or if its business is liquidated or terminated.
10.4 If you have terminated prematurely, we are entitled to compensation for the work already performed, notice period, and costs that we reasonably incur as a result of the premature termination of the Agreement (including, but not limited to, subcontracting costs), unless facts and circumstances attributable to us underlie the termination. If we have terminated prematurely, you are entitled to our cooperation in transferring work to third parties, unless facts and circumstances attributable to you underlie that termination.
10.5 In the event a usage ban on your Website(s) is issued as a result of legal action, or if such a ban arises from a settlement agreed upon with a third party, DNG may terminate the Agreement immediately, without notice, although DNG will still charge you for the notice period. You will not be entitled to any compensation for amounts charged by DNG under the Agreement.
10.6 Upon termination of the agreement, Advertiser Accounts created by DNG, including the systematic manner of building advertising campaigns, will not be transferred. These remain the intellectual property of DNG. The Client is not permitted to use, share, or disclose them to third parties in any form.
10.7 If you fail to comply with any of the contractual obligations, DNG may terminate the Agreement with immediate effect by email or any other written document. In this case, DNG is not bound by a notice period; Article 7.12 applies in full in this case.
11 LIABILITY
11.1 We will perform our work to the best of our ability and exercise the care to be expected of us. If errors are made due to incorrect or incomplete information provided to us by you or a third party, we are not liable for any resulting damage. Our liability is limited to an amount equal to three times the fee you have paid and/or still owe for the specific work performed under the Assignment from which the liability arises, with a maximum of €1,500 in the case of an Other Assignment. If the Assignment has a turnaround time of more than twelve months, the total liability under the Assignment is limited to a maximum of three times the amount of the fee you have paid and/or still owe us for the specific work performed under the Assignment during the last twelve months from which the liability arises, with a maximum of €10,000 in the case of an Other Assignment with a turnaround time of longer than twelve months.
11.2 If the Assignment is performed for multiple (legal) persons, the limitation of liability concerning the Assignment applies to all involved (legal) persons collectively. It is up to that group of involved (legal) persons themselves to divide the maximum compensation payable among themselves in the event of liability.
11.3 You shall indemnify us against all third-party claims that may arise as a result of any failure to fulfill or incorrect fulfillment of any obligation on your part under the Assignment and/or these General Terms and Conditions. This indemnity is also stipulated for the benefit of our shareholders, directors, or employees engaged by us for the execution of the Assignment, and for third parties, including other DNG firms, who can directly invoke this indemnity. Notwithstanding the foregoing, the indemnity shall not apply if and insofar as it conflicts with mandatory (inter)national statutory or (professional) regulations.
11.4 You and/or your group companies will exclusively exercise any claims or rights of recourse against us and not against third parties engaged by us, our shareholders (or their directors), directors, or employees.
11.5 We are not liable for advertising expenses, returns, sales, consequential, indirect, business, or punitive damages, and/or loss of profits.
11.6 We reserve the right to engage third parties in the performance of (part of) the Assignment. The performance of the Assignment is carried out under our sole responsibility, and you and/or your group companies may not hold DNG’s partners or employees liable (whether contractually, extracontractually, or otherwise) in connection with the performance of the Assignment. Third parties, their partners, and employees may rely on the foregoing as if they were parties to the Assignment. We are entitled to compensation for damages and costs resulting from a breach of this provision.
11.7 Your rights to claim and other remedies against us, arising from the Assignment for any reason whatsoever, shall expire one month after the damage for which we are held liable first became apparent, and in any event one year after the occurrence of the event giving rise to the damage.
11.8 Placed publications and links are sold as permanent unless a specific period is explicitly stated. However, DNG guarantees that a live link will remain active for at least 12 months, unless force majeure as described in Article 19.3 occurs. If a publisher removes the link within this period, DNG will, upon request, offer a replacement link of comparable quality.
11.9 Following the termination of the collaboration, all previously paid-for links and work performed will remain available online, unless otherwise agreed in writing or in the event of force majeure
as described in Article 19.3. DNG is not permitted to remove the posted links without the prior written consent of the purchasing party. DNG undertakes to
respect the posted links and work.
12 ASSUMPTION OF CONTRACT
You are not permitted (any obligation from) the Assignment to transfer to third parties, unless we expressly agree in writing. We are entitled to attach conditions to this consent, which will not be unreasonably withheld. In any event, in that case you undertake to impose all relevant (payment) obligations from the Assignment and these General Terms and Conditions on the third party. You will at all times remain jointly and severally liable with this third party for the obligations from the Assignment and the General Terms and Conditions.
13 INTERNET USAGE
Parties may communicate with each other through electronic means of communication. Parties acknowledge that the use of electronic means of communication involves risks such as, but not limited to, distortion, delay, interception, manipulation, data loss, data incompleteness, and viruses. Parties hereby stipulate that they will not be liable to each other for any damage that may arise for either or both of them as a result of the use of electronic means of communication. Parties shall do or omit all that may reasonably be expected of each of them to prevent the occurrence of the aforementioned risks.
14 WAIVER OF RIGHTS
14.1 The failure to exercise, or the delay in exercising, any right or remedy under this Agreement shall not operate as a waiver of that right or remedy, nor shall it prevent or restrict the exercise of that right or remedy. No waiver of any provision or condition of this Agreement shall be effective unless it is in writing and signed by us.
14.2 You expressly agree that we may also perform work for other (potentially competing) Clients. These services to third parties will not detract from the quality and performance for the Client.
15 CONVERSIONS
To the extent that any provision of the Agreement cannot be invoked on grounds of reasonableness and fairness or its unreasonable burdensome nature, the provision in question shall in any event be given a meaning that is as close as possible to its content and intent, so that it can be invoked.
16 REVISIONS
The provisions of the Agreement, which are expressly or implicitly intended to remain in effect after termination of the Agreement, shall remain in effect thereafter and continue to bind both parties.
17 CONTESTABLE CLAUSES/PRIORITY
If these General Terms and Conditions and the written agreement for the Assignment contain conflicting terms, the terms in the written agreement for the
Conditions of engagement accepted. These General Conditions can only be deviated from in the written agreement of engagement.
18 RECRUITMENT PROHIBITION
During the term of this Agreement and for one year after its termination, you are not permitted, in any way, directly or indirectly, in person or through any legal entity in which the Client has a direct or indirect interest, to enter into an employment agreement with employees of DNG or affiliated companies of DNG. The Client is also strictly prohibited from inducing personnel of DNG – or of an organization affiliated with DNG – to enter into employment with (a company of) the Client, or with another employer. In case of violation/non-compliance with the provisions of the preceding paragraphs of this article, the Client shall forfeit to DNG a penalty of €15,000.00 per violation/non-compliance, which is immediately due and payable without further notice of default or judicial intervention, increased by €250 for each day – regardless of whether it is a usual working day or not – on which the violation / non-compliance continues, and without prejudice to the employer's right to claim fulfillment of the non-solicitation clause instead of this penalty, as well as compensation for the full damages.
19 SUPERIOR STRENGTH
19.1 In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure of DNG to perform any obligation towards the Client cannot be attributed to DNG in the event of a circumstance beyond DNG's control that completely or partially prevents the performance of its obligations towards the Client, or that reasonably cannot be demanded from DNG. These circumstances include, but are not limited to, failures to perform by suppliers or other third parties, malfunctions in software systems, non-functioning advertising systems, power outages, computer viruses, strikes, mandatory holidays, and work stoppages.
19.2 If a situation as referred to in Article 17.1 arises, as a result of which DNG cannot meet its obligations, then those obligations shall be suspended for as long as DNG cannot meet its obligations. If the situation referred to in the previous sentence has lasted for ninety (90) calendar days, both parties shall have the right to terminate the agreement. In that case, DNG B.V. shall not be obliged to compensate any damages, even if DNG derives any benefit from the state of force majeure.
19.3 Exceptions to this shall apply exclusively if DNG has no influence on the non-performance and could not reasonably have done anything to prevent it. This applies in particular in the following cases:
- If the breach of contract concerns the sale of a website on which an article is published;
- If the breach of contract is a result of the supplier's or third party's bankruptcy;
- If the website is offline due to force majeure, such as technical failures, maintenance, or other circumstances beyond DNG's control.
- If the administrator of the website or service has consciously chosen other purposes for the website that fall outside DNG's sphere of influence.
- If the breach of contract is the result of a new owner making changes to the website or the posted article without DNG's knowledge or consent.”
20 AMENDMENT OF THE GENERAL TERMS AND CONDITIONS
DNG reserves the right to amend these General Terms and Conditions at its sole discretion. The Client will be notified of such amendments via email. The amendments will take effect immediately.
21 Applicable Law and Choice of Forum
21.1 Dutch law applies to all Assignments and negotiations between parties.
21.2 All disputes related to Assignments between parties shall initially
to be settled by the competent court in Utrecht.
22 CONCEPTS
In these General Terms and Conditions, the following is understood to mean:
22.1 Client: the party for whom the Assignment is carried out.
22.2 We, us, or our: the legal entity(ies) to whom the Assignment is granted: DNG.
22.3 Assignment: the oral or written agreement, whereby we commit ourselves to perform work for you.
22.4 Advertising expenses: all amounts owed by the Client to an Advertising Account as a result of referring visitors from Advertising Campaigns to the Client's Website.
22.5: Advertising Campaigns: all elements related to advertising through advertising accounts.
22.6 Service: the effort(s) to which this Agreement pertains and which are provided by DNG
22.7 Client Data:
a. data collected through its own means;
b. Data collected thanks to the Tracking Script provided by DNG and installed on the Client's Website(s) regarding visits and sales made.
22.8 DNG Data:
a. aggregated (non-personally identifiable) data relating to all internet users who use the Client's Website(s) and all product data available in the Client's Product Catalog;
b. the arranged (non-personally identifiable), product, and financial data collected during the collaboration.
c. all data resulting from experience and know-how in the field of e-commerce, the historical data of the Advertising Platforms and their technologies for data expansion
22.9 Tracking: the automated tracking of Conversions achieved through the Ad Accounts.
22.10 Tracking Script: any technology that enables the exchange of conversion data between the advertising accounts, DNG software, and the Client's Website.
22.11 Conversions: the number or percentage of website visitors who take action. Action is defined as any action by the website visitor, including but not limited to, a purchase from an online store, completing a quote (request), filling out a form, signing up for a newsletter, clicking a contact button, etc.