GENERAL TERMS AND CONDITIONS UTRECHT MARKETING MARKETING: SERVICES & PRODUCTS

1. Definitions

1.1 In these Conditions, the terms included below have the meanings stated. If words in the plural form are assigned a defined meaning, this includes the singular form and vice versa.
References in these Conditions to articles or appendices are references to articles or appendix to these Conditions, respectively, unless explicitly stated otherwise.

Offer:any offer from Utrecht Marketing to enter into an Agreement

Services:all services to be provided by Utrecht Marketing, of whatever nature, including the provision of advice and creative expressions

Customer:the natural person and / or legal entity to whom Utrecht Marketing makes an Offer and / or with whom Utrecht Marketing enters into an Agreement

Order: the activities that are determined in mutual consultation between Utrecht Marketing and the Client and that relate to the delivery of Products and / or Services

Agreement: any agreement between Utrecht Marketing and the Customer with regard to the delivery of Products and / or Services by Utrecht Marketing

Party: Utrecht Marketing or the Client

Product: all goods and other products that Utrecht Marketing supplies under an Agreement

Utrecht Marketing: Stichting Utrecht Marketing, Ganzenmarkt 1, 3512 GC Utrecht, trading under the names as registered in the trade register of the Chamber of Commerce with number 67473865

Requirements: these general sales and delivery conditions of Utrecht Marketing

Website: The Utrecht Marketing website can be reached via http: // www. https://www.utrechtmarketing.nl/

2. Applicability of these Conditions

2.1 These Conditions apply to every Offer from Utrecht Marketing and to every Agreement between Utrecht Marketing and the Customer.

2.2 Utrecht Marketing has made these Conditions available to the Client prior to making an Offer and / or concluding an Agreement. If this was not reasonably possible, Utrecht Marketing has made it known in good time that these Terms and Conditions can be viewed at Utrecht Marketing or electronically via the Website and can be easily stored on a durable data carrier, and that the Terms and Conditions at the request of the Customer will be sent to the Customer free of charge, electronically or otherwise.

2.3 If these Terms and Conditions have been applicable to an Agreement, they will automatically, without this having to be agreed separately between Utrecht Marketing and the Client, apply to any Agreement concluded afterwards, unless explicitly agreed otherwise in writing.

2.4 Utrecht Marketing can amend or supplement these Conditions. The most recent version of these Terms is available through the Website. General terms and conditions used by the Client are explicitly rejected by Utrecht Marketing and will not apply, unless and after those other terms and conditions have been declared applicable to an Agreement in writing by Utrecht Marketing. Should Utrecht Marketing have accepted the applicability of other general terms and conditions to an Agreement, this will in no way imply that those terms also tacitly apply to another Agreement.

2.5 In the event of nullity or cancellation by a Party of one or more provisions of the Conditions, the other provisions of these Conditions remain fully applicable to the Agreement. The parties will consult to replace a void or voided provision of these Terms and Conditions by a provision that is valid or non-voidable and that matches the purpose and scope of the void or voided provision as closely as possible.

2.6 Insofar as an Agreement deviates from one or more provisions of these Conditions, the provisions in these Conditions will prevail.

3. Offer

3.1 Unless explicitly stated otherwise, an Offer from Utrecht Marketing is without obligation and valid for the period stated in the Offer. If the Offer does not state a term for acceptance, the Offer will in any case expire five (5) working days after the date stated in the Offer.

3.2 An Offer accepted by the Customer within the validity period can be revoked by Utrecht Marketing during five (5) working days after the date of receipt by Utrecht Marketing of that acceptance, without this leading to an obligation of Utrecht Marketing to reimburse any resulting damage suffered by the Customer.

3.3 If the Client provides Utrecht Marketing with data, drawings and suchlike with a view to publishing an Offer, Utrecht Marketing may assume that these are correct and will base its Offer on them. The Customer indemnifies Utrecht Marketing against any claim from third parties with regard to the use of drawings and the like provided by or on behalf of the Customer.

3.4 Information, images and communications provided with regard to an Offer are given or made as accurately as possible by Utrecht Marketing. However, Utrecht Marketing does not guarantee that the Offer and the Products and / or Services are fully in accordance with the information, images and communications provided. Deviations cannot give rise to compensation and / or dissolution of the Agreement, unless the deviation is of such a nature that the Products and / or Services do not (anymore) meet what the Customer could reasonably have expected of them.

3.5 An agreement with Utrecht Marketing is only concluded after written confirmation from Utrecht Marketing.

3.6 Utrecht Marketing is entitled to provide corresponding Products and / or Services to parties other than the Client.

4. Formation of the Agreement

4.1 With due observance of the other provisions in these Terms and Conditions, an Agreement is only concluded:
a) through acceptance by the Client of an Offer;
b) by written confirmation by Utrecht Marketing of an Assignment issued by the Client (verbally or in writing) other than on the basis of an Offer;
c) because Utrecht Marketing actually executes an Assignment from the Client.

4.2 The Agreement supersedes and replaces all previous proposals, correspondence, agreements or other communication between the Parties that took place prior to the conclusion of the Agreement, however much they deviate from or conflict with the Agreement.

4.3 Amendments and / or additions to the Agreement only apply after written acceptance thereof by Utrecht Marketing. If the Client makes interim changes in the performance of the Agreement, Utrecht Marketing will make the necessary adjustments to the Agreement. If this leads to additional work, he will charge this as an additional Assignment to the Client. Utrecht Marketing may charge the additional costs for changing the Agreement to the Client.

4.4 Contrary to article 4.3, Utrecht Marketing will not charge additional costs if the amendment or addition to the Agreement is the result of circumstances that can be attributed to Utrecht Marketing.

4.5 Commitments by and agreements with subordinates or representatives of Utrecht Marketing only bind Utrecht Marketing towards the Client if and insofar as these promises and / or agreements have been ratified or confirmed to the Client by Utrecht Marketing in writing.

5. Implementation of the Agreement

5.1 Utrecht Marketing will make every effort to execute the Agreement as carefully as possible, to represent the interests of the Client to the best of its knowledge and to strive for a useful result for the Client. Insofar as necessary, Utrecht Marketing will keep the Client informed of the progress of the activities for the implementation of the Agreement.

5.2 The Customer will provide all data, such as information and documentation, to Utrecht Marketing in a timely manner, of which Utrecht Marketing indicates that these data are necessary or of which the Customer should reasonably understand that they are necessary for the execution of the Agreement. If this information is not provided to Utrecht Marketing on time, Utrecht Marketing has the right to suspend the execution of the Agreement and / or to charge the additional costs resulting from the delay to the Client.

5.3 Utrecht Marketing has the right to have work carried out by third parties on behalf of and at the expense of the Client, if and insofar as Utrecht Marketing believes this is necessary for the execution of the Agreement. Utrecht Marketing does not require prior permission from the Customer for this.

5.4 If Utrecht Marketing draws up a budget for the costs of third parties at the request of the Customer, this budget will only be indicative, from which the Customer cannot derive any rights. If desired, Utrecht Marketing can request quotes on behalf of the Client.

5.5 If it has been agreed that the Agreement will be executed in phases, Utrecht Marketing can suspend the execution of those parts that belong to a subsequent phase until the Client has approved the results of the preceding phase in writing.

5.6 Before proceeding to production, reproduction or publication of the Product, the Parties must give each other the opportunity to check and approve the latest models or proofs of the Product. At the request of Utrecht Marketing, the Client must confirm the approval in writing (this also means: by e-mail).

5.7 Performing tests, applying for permits and assessing whether the instructions of the Client meet the legal standards are not part of the Agreement and are the responsibility of the Client itself.

6. Prices

6.1 Unless explicitly stated otherwise, prices in an Offer or Agreement are in EURO and prices are exclusive of any packaging, transport and delivery costs (in the broadest sense) and also exclusive of turnover tax and / or other government levies of any kind. also, unless Utrecht Marketing has explicitly stated otherwise in writing. In case of shipment, the additional costs will be communicated to the Customer and then form part of the purchase price.

6.2 Prices that are not made known in an Offer addressed only to the Client are not binding for Utrecht Marketing. Anyone other than the Client cannot derive any rights from prices and rates stated in an Offer from Utrecht Marketing to the Client.

6.3 If the Client gives an Assignment to Utrecht Marketing without a price having been explicitly agreed, this will be carried out by Utrecht Marketing, regardless of previous Offers or previously used prices, at the price that applies at the time of the execution of the Agreement.

6.4 Utrecht Marketing is always entitled, whether or not on the basis of its assessment of the Customer's creditworthiness, to require security or full or partial advance payment for the fulfillment of payable and non-payable payment obligations. If and as long as the Customer fails to provide the required security or full or partial advance payment, any delivery and / or performance obligation resting on Utrecht Marketing will lapse.

7. Invoicing and payment

7.1 Utrecht Marketing will send the Customer an invoice per agreed payment term, by post or by e-mail, for the costs associated with the Agreement.

7.2 Partial invoicing is always possible, unless expressly excluded in writing. Exclusion of the right of partial invoicing can never concern costs, as stated in this chapter.

7.3 Complaints about invoices must be submitted in writing to Utrecht Marketing within eight (8) days after the day the invoice was sent. The payment term is not suspended as a result of a complaint.

7.4 Payment must be made within fourteen (14) days after the invoice date, unless otherwise agreed in writing.

7.5 Payments made by the Client to Utrecht Marketing serve to settle the costs owed, interest and subsequently the outstanding invoices that have been outstanding the longest, even if the Client states in the payment that the payment relates to another invoice.

7.6 Without prejudice to provisions of mandatory law, the Client is not entitled to suspend payment to Utrecht Marketing and / or to set it off against a payment obligation of Utrecht Marketing towards the Client. Settlement by the Customer of claims against Utrecht Marketing is only possible insofar as the claims are due and payable and have either been irrevocably established in law or expressly recognized by Utrecht Marketing.

7.7 Utrecht Marketing is entitled to set off claims against the Client against a debt that Utrecht Marketing may have to the Client or to entities affiliated with the Client.

7.8 If payment of an invoice has not been made in full within the set term, the Client is immediately, without further notice of default being required, in default by operation of law and from the date after the due date of the invoice concerned, interest of 1 % per month (unless the statutory commercial interest as referred to in Article 6: 119a of the Dutch Civil Code is higher, in which case that interest applies), whereby part of a month counts as a whole month. Expired unpaid interest is interest-bearing after one year.

7.9 The costs of Utrecht Marketing in connection with a possible collection amount to at least 15% of the invoice amount with a minimum of € 50. These costs are for the account of the Customer.

7.10 In the event of late payment, which should also be understood to mean non-compliance with the claim to demand full payment in advance, as stated in Article 7.11, Utrecht Marketing is authorized to suspend the execution of the Agreement after a written reminder, or the Agreement entirely or partially cancel. This is without prejudice to Utrecht Marketing's right to compensation.

7.11 If Utrecht Marketing has grounds for doubting the Client's fulfillment of the payment obligations, such as when, on the part of the Client, there is, for example, seizure, cessation or liquidation, earlier late payment and the like, Utrecht Marketing can request and will be able to suspend the performance of the activities until the Client has fulfilled the payment obligations without the Client being able to hold Utrecht Marketing liable for, for example, costs and lost income that may arise from the suspension of the activities.

7.12 All claims of Utrecht Marketing on the Client are immediately due and payable in the following cases:
a) if, after the conclusion of the Agreement, Utrecht Marketing becomes aware of circumstances that give it good grounds to fear that the Client will not meet its obligations, such at the discretion of Utrecht Marketing;
b) if Utrecht Marketing has asked the Client to provide security for compliance and this security is not provided or is insufficient;
c) in the event of liquidation, bankruptcy or application for suspension of payments from the Client or, if the Client is a natural person, the Natural Persons Debt Restructuring Act (WSNP) will become applicable to the Client.

7.13 In the event of bankruptcy, suspension of payment or seizure on the part of the Client, all that the Client owes to Utrecht Marketing will immediately become fully due and payable and Utrecht Marketing can set off immediately.

8. Delivery times

8.1 The delivery time stated by Utrecht Marketing in the context of an Agreement is always an indication and therefore never applies as a deadline, unless explicitly stated otherwise in writing. Should Utrecht Marketing exceed the agreed delivery time, this will in no case entitle Utrecht Marketing to compensation.

8.2 The delivery time stated by Utrecht Marketing commences when agreement has been reached on all (technical) details, all necessary data and suchlike are in Utrecht Marketing's possession and all necessary conditions for the performance of the Agreement have been met.

8.3 When determining the delivery time, Utrecht Marketing assumes that it can execute the Assignment under the circumstances as they were at the time of the conclusion of the Agreement.

8.4 If there are other circumstances than those known to Utrecht Marketing at the time of concluding the Agreement, Utrecht Marketing may extend the delivery time by the time required to execute the Agreement under the changed circumstances. If, as a result, the activities cannot be fitted into the planning of Utrecht Marketing, they will be carried out / completed as soon as Utrecht Marketing's planning permits.

8.5 In the event of suspension of its obligations by Utrecht Marketing due to a shortcoming of the Customer, the delivery time will be extended by the duration of the suspension. The last sentence of article 8.4 also applies in that case.

8.6 Utrecht Marketing is only in default after exceeding a delivery period agreed (in writing) if it has received a written notice of default from the Customer, in which Utrecht Marketing is given a period of at least one (1) month to deliver and then compliance with it. is not forthcoming within this period.

8.7 If the term as referred to in article 8.6 is exceeded, the Client will be entitled to dissolve the Agreement, provided that the shortcoming is so serious that it actually justifies the dissolution. In the event of termination, the Customer is not entitled to compensation, unless the exceeding of the latter term is the result of intent or gross negligence on the part of Utrecht Marketing and / or its managerial subordinates.

8.8 The Client accepts that the time schedule of the Agreement may be affected if the Parties decide in the meantime to change the approach, method or scope of the Agreement and the resulting activities.

9. Complaints and complaints

9.1 The Client is obliged to check the services provided by Utrecht Marketing for defects immediately after delivery. In the event of visible defects, the Client must notify Utrecht Marketing in writing, stating reasons, within a period of eight (8) days after the date of delivery, failing which the delivered goods are deemed to have been accepted.

9.2 Other defects in performance must be reported to Utrecht Marketing in writing and with reasons within eight (8) days after discovery or after they could reasonably be discovered, failing which the delivered goods are deemed to have been accepted.

9.3 Complaints of any nature whatsoever with regard to the performance by Utrecht Marketing of an Agreement do not suspend the Client's payment obligation and can only be made known to Utrecht Marketing in writing.

9.4 Utrecht Marketing has no obligation whatsoever with regard to a submitted complaint if the Client has not fulfilled all its obligations towards Utrecht Marketing (both financial and otherwise) on time and in full.

9.5 A complaint regarding a performance delivered by Utrecht Marketing cannot affect previously delivered or yet to be delivered performances, even if these performances have been or will be performed for the performance of the same Agreement.

10. Retention of title

10.1 All goods delivered remain the property of Utrecht Marketing until the moment at which the Client has fulfilled all obligations arising from or related to the Agreement, including claims with regard to penalties, interest and costs. Until that time, the Client is obliged to keep the goods delivered by Utrecht Marketing separately from other goods and clearly identified as the property of Utrecht Marketing and to properly insure and keep them insured.

10.2 As long as the delivered goods are subject to retention of title, the Customer may not encumber or alienate these goods outside of its normal business operations. After Utrecht Marketing has invoked its retention of title, it may take back the delivered goods. The Client allows Utrecht Marketing to enter the place where the goods are located.

11. Intellectual Property Rights

11.1 Unless otherwise agreed in writing, all intellectual property rights arising from an Agreement, such as design rights and copyright, belong to Utrecht Marketing. Insofar as such a right can only be obtained through a deposit or registration, only Utrecht Marketing is authorized to do so. If and insofar as transfer of (parts of) rights by the Client is necessary, the Client undertakes unconditionally to provide all necessary cooperation for this.

11.2 Unless otherwise agreed in writing, the Agreement does not include Utrecht Marketing conducting research into the existence of patent rights, trademark rights, trade name rights, rights to drawings and models, copyrights and portrait rights of third parties. The same applies to any investigation into the possibility of such forms of protection for the Client.

11.3 Utrecht Marketing is always entitled to have its name mentioned on or with the Product or to have it removed, provided that this concerns Products in the categories printed matter, periodic publications and / or internet sites. Without prior permission, the Customer is not permitted to take the Product into production, publish or reproduce the Product without stating the name of Utrecht Marketing.

11.4 The Products supplied by Utrecht Marketing may not be used for media other than those agreed and selected by Utrecht Marketing and on behalf of Utrecht Marketing without written permission from Utrecht Marketing.

12. Use and License

12.1 When the Client fully complies with its obligations, including, but not limited to, its payment obligation under the Agreement with Utrecht Marketing, the Client obtains a non-transferable, non-exclusive license to the use of the Product insofar as this concerns the right of publication and reproduction in accordance with the destination agreed upon in the Agreement.

12.2 If no agreements have been made about the destination, as stated in article 12.1, the granting of the license will be limited to that use of the Product for which there were firm intentions at the time of the conclusion of the Agreement. These intentions must be communicated to Utrecht Marketing in writing prior to the conclusion of the Agreement.

12.3 Without the written permission of Utrecht Marketing, the Customer is not entitled to reuse a Product or to use it more widely than stipulated in the Agreement. For each use of a Product for which no permission has been granted, Utrecht Marketing will be entitled to an immediately due and payable fee of at least three times the usual fee for such use, with a minimum of € 1,000 (one thousand euros).

12.4 The Customer is not permitted to make changes to the provisional or final Product without written permission from Utrecht Marketing.

12.5 Utrecht Marketing has the freedom to use the name of the Client and the Product developed for the Client for its own publicity, promotion or otherwise.

13. Term of the Agreement

13.1 An Agreement in which several performances are performed during a specific or indefinite period of time, including the recurrent delivery of Products and / or Services by Utrecht Marketing to the Client, is entered into for an indefinite period, unless the relevant Agreement provides otherwise.

13.2 If an Agreement has been entered into for an indefinite period, termination is only possible with due observance of a notice period of one (1) month. Agreements entered into for a definite period of time are automatically extended after that period for a period of one (1) year, unless a Party has terminated the Agreement in writing at least three (3) months before the end of the Agreement.

13.3 In the event of cancellation by the Customer, Utrecht Marketing is entitled to charge costs incurred until the moment the Agreement ends.

14. Termination

14.1 Utrecht Marketing has the right to dissolve the Agreement, in whole or in part, without Utrecht Marketing being under any obligation to pay compensation towards the Customer, if the Customer does not, not timely or not properly fulfill one of the obligations under the Agreement and Utrecht Marketing the Customer has given notice of default in this respect and has given a term of (at least) five (5) days, within which term the Customer has not yet fulfilled its obligations.

14.2 For the rest, Utrecht Marketing is entitled to terminate the Agreement, without prior notice of default being required and without Utrecht Marketing having an obligation to pay compensation in that context towards the Customer if:
a) the Client is in receivership or has made a request to that effect;
b) the Client has been declared bankrupt, or an application for bankruptcy is filed against or by the Client;
c) if the Client is a natural person, the Natural Persons Debt Restructuring Act (WSNP) has been declared applicable or an application has been submitted;
d) attachment is levied (conservatory or executory) against the Client by a third party;
e) the Client is a legal person and the legal person is dissolved, or, if the Client is a natural person, the Client dies or is no longer able to carry on his business;
f) other circumstances arise which jeopardize Utrecht Marketing's possibilities of recourse, this entirely at the discretion of Utrecht Marketing.

14.3 In the event that the Agreement is dissolved on one or more of the grounds as stated above, Utrecht Marketing is entitled to compensation by the Client for the financial loss it has suffered.

15. Liability

15.1 If Utrecht Marketing should be liable, this liability is limited to what is regulated in this provision.
15.2 Utrecht Marketing is not liable for damage, of whatever nature, caused by the fact that it was based on incorrect, unclear and / or incomplete materials, data or information provided by or on behalf of the Client. Utrecht Marketing is also not liable for errors or problems that arise after delivery and due to use or maintenance of the delivered Product by parties other than Utrecht Marketing.

15.3 Utrecht Marketing is only liable to the Customer for damage suffered as a direct result of gross negligence or intent on the part of Utrecht Marketing.

15.4 Utrecht Marketing is under no circumstances liable for:
a) indirect damage, such as, for example, business, consequential or delay damage to the Customer, including business interruption, loss of income and the like, which have arisen from any cause whatsoever;
b) damage caused by acts or omissions of the Customer or third parties in violation of instructions provided by Utrecht Marketing or in violation of the Agreement and these Conditions;
c) damage that has arisen after the Customer has taken the delivered goods into use, modified or processed them, or delivered them to third parties;
d) damage caused by acts and / or omissions of third parties, including auxiliary persons engaged by Utrecht Marketing; damage caused by late delivery.

15.5 Utrecht Marketing is not liable for damage to third parties arising from the Agreement. The Client will indemnify Utrecht Marketing against any claims from third parties for compensation for this damage, unless the damage is the result of intent or deliberate recklessness on the part of Utrecht Marketing.

15.6 If Utrecht Marketing is liable for damage suffered by the Customer, the liability is always limited to the amount that is recognized and paid out by Utrecht Marketing's insurer under any liability insurance, plus the (possible) deductible of Utrecht Marketing under that insurance. For the purposes of this article, a series of related damage-causing events counts as one event / claim.

15.7 If Utrecht Marketing does not have liability insurance, as stated in Article 15.6, or no payment is made under a liability insurance, for whatever reason, Utrecht Marketing's liability is always limited to 50% of the invoice amount in question, excluding turnover tax with regard to of the delivered Products and / or Services to which the liability of Utrecht Marketing relates.

15.8 The previous articles of this chapter also apply to the employees of Utrecht Marketing and the auxiliary persons / third parties involved by Utrecht Marketing in the execution of an Agreement.

16. Force major

16.1 The Parties acknowledge that force majeure - that is to say, circumstances beyond the control or influence of the Parties - could affect the Assignment to Utrecht Marketing and that these circumstances can occur on the part of Utrecht Marketing as well as on the part of the Client. . The Party affected by force majeure must immediately notify the other Party by registered letter or bailiff's writ.

16.2 No Party is obliged to fulfill an obligation if it is prevented from doing so as a result of force majeure. Force majeure also includes a non-attributable shortcoming of third parties engaged by Utrecht Marketing.

17. Privacy

17.1 Privacy regulations apply to the processing of personal data by Utrecht Marketing. You can download this from the website https://www.utrechtmarketing.nl/privacy/.

18. Other provisions

18.1 The Agreement is governed by Dutch law.

18.2 All disputes arising from or in connection with the Agreement will be submitted to the competent court at the Central Netherlands District Court, location Utrecht.