General Terms and Conditions
General Terms and Conditions of Abnormal B.V.
Article 1: Definitions
a. ‘Client’ means any (legal) person who wishes to enter into or has entered into an agreement with Abnormal B.V., and their representatives.
b. ‘Contractor’ means Abnormal B.V.
Article 2: Applicability
a. These general terms and conditions (GTC) apply to all quotes, contracts, and agreements relating to products, goods, and/or services offered by the Contractor.
b. The applicability and content of any general terms and conditions used by the Client are expressly rejected.
c. The Contractor has the right to unilaterally amend these general terms and conditions. These amendments also apply to agreements in effect at the time of the changes. Amendments will be announced to the Client via email and will take effect thirty (30) days after the announcement.
d. If a provision of an agreement with the Contractor or of these general terms and conditions proves to be void, this does not affect the validity of the entire agreement or of the other clauses in the general terms and conditions.
e. The Client has the right to terminate the agreement in writing or by email within 4 weeks after the amendment of the GTC if the Client demonstrates that and why the amendments are of essential significance and are also objectively to the detriment of the Client. If the Client has not terminated the agreement in that
case in a timely manner and in that way, the amendments are considered accepted by the Client.
Article 3: Quote and project scope
a. All quotes from the Contractor are non-binding, unless stated otherwise in writing.
b. All quotes are valid for 30 days, unless otherwise indicated. Quotes must be confirmed by the Client in writing or by email within this period before the Contractor accepts the assignment. All prices are exclusive of VAT.
c. The Contractor has the right to adjust the price for the services provided by it in the event of changes in the scope of the quoted project.
d. The Contractor also has the right to charge the Client for all work not mentioned in the quote, hereinafter also referred to as “additional work,” if and insofar as these are performed at the request of the
Client, or are agreed upon with due observance of Article 7 of these general terms and conditions.
e. The prices used may be periodically reviewed (in principle as of January 1 and/or July 1) based on wage and/or inflation figures.
f. The Client grants the Contractor the exclusive right to fulfill the assigned task for the duration of the project.
Article 4: Project execution
a. The Contractor will execute the quoted project to the best of its knowledge and ability. The Contractor will make every effort to perform the work properly but cannot guarantee that the work will achieve the result desired by the Client.
b. The Client ensures that all data, which the Contractor indicates are necessary for the project, are provided to the Contractor on time. If the data required for the execution of the agreement have not been provided to the Contractor on time, the Contractor has the
right to suspend the execution of the project and/or to charge the Client for the extra costs resulting from the delay.
c. The Contractor has the right to have work performed under its responsibility by third parties without the Client’s permission. General Terms and Conditions 1 of 6
Article 5: Delivery
a. If a period has been agreed upon within the duration of the project for the delivery of certain work, this is only an indicative period and not a strict deadline. This also applies to the start date; this is a target date and not a firm date from which rights can be derived.
b. If the Contractor expects not to meet a delivery deadline, the Contractor will inform the Client as soon as possible.
Article 6: Reporting
Reporting takes place according to the project proposal as quoted. If no method of reporting is specified in the quote, reporting will be in Dutch and the Contractor will report via email, a maximum of
once per month and at the request of the Client, unless otherwise agreed in writing.
Article 7: Amendment of the project scope
a. If during the execution of the project it appears that for a proper execution it is necessary to change or supplement the
work to be performed, the parties will adjust the scope of the project in a timely manner and in mutual consultation.
b. If the parties agree that the scope of the project is changed or expanded, the time of delivery and the agreed project price may change. The Contractor will inform the Client of this as soon as possible.
c. In deviation from paragraph b, the Contractor will not be able to charge additional costs if the change or expansion is the result of circumstances that can reasonably be attributed solely to it.
Article 8: Confidentiality
a. The parties are obliged to maintain the confidentiality of all confidential information they have obtained from each other or from another source in the context of the project. All information is considered confidential, even if it has not been communicated as such by the other party.
b. The Client gives the Contractor the right to use the Client’s name as a reference and to make it public as such, and to use achieved results, for example through statistics, as a reference for potential clients or partners, as long as the name of the associated client is not mentioned or can be linked to these results.
c. The (personal) data provided to the Contractor via the Client’s sites will be treated confidentially. The data provided will be recorded in a file. These data will not be made available to third parties unless these third party/parties perform work for the Contractor regarding the Client’s assignment.
Article 9: Intellectual property
a. All copyrights and other intellectual property rights relating to the services provided by the Contractor rest with the Contractor. The Client acknowledges these rights and will refrain from any direct or indirect infringement thereof.
b. All goods provided by the Contractor, including documents or files, are intended solely for use by the Client. The Client is not permitted to make public and/or reproduce information obtained from the Contractor in any form whatsoever, unless such disclosure has been permitted in writing in advance by the Contractor.
c. All goods delivered by the Contractor for the (partial) fulfillment of the project remain the property of the Contractor. After termination of the contract, regardless of the reason, the Contractor may request the Client to destroy or return these documents.
d. The Client indemnifies the Contractor against all claims from third parties regarding any existing or alleged intellectual property rights on the information and documents provided to it.
e. The Contractor receives and retains the right for each assignment to use the knowledge gathered during the execution thereof for other purposes as well, provided that no business-sensitive information of the Client reaches third parties. General Terms and Conditions 2 of 6
Article 10: Contract duration and termination
a. All agreements are entered into for a minimum period of 12 months unless the parties have expressly agreed otherwise in writing.
b. A fixed-term contract as referred to in paragraph a can only be terminated prematurely in the cases mentioned in paragraph d hereafter in this article, and then with immediate effect.
c. A fixed-term contract is always automatically extended for the same period after the end of the period stated in the contract, but again for at least 12 months, subject to termination by registered letter towards the end of the (extended) contract duration and with due observance of a notice period of 3 months.
d. Both parties have the right to terminate the contract with immediate effect by written notice if:
1) the other party is still in default in the fulfillment of its obligations under the agreement even after the end of the period mentioned in the written reminder, which is also a notice of default.
2) the other party has been declared bankrupt, or the Client has been granted a suspension of payments.
3) Outside the cases mentioned under 1 and 2 above, there is a reason that is so serious and urgent that the other party cannot reasonably be expected to allow the agreement to continue any longer.
Article 11: Prices
a. All prices and cost estimates are exclusive of VAT, unless stated otherwise.
b. If no fixed price is agreed upon, the price will be determined based on actual hours spent. The price is calculated according to the Contractor’s usual hourly rates, applicable in the period in which the work is performed, unless a different hourly rate has been agreed upon.
c. For assignments with a duration of 12 months or more, costs will be charged monthly.
d. Prices are based, among other things, on factors applicable at the time of the quote or the conclusion of the agreement, including wages, social and fiscal charges, levies, insurance premiums, etc. If changes in these or other price-determining factors should occur after the quote or conclusion of the agreement and before the completion of the service or delivery,
the Contractor has the right to adjust the prices used by it accordingly and pro rata and to invoice the Client.
Article 12: Invoicing, payment term, and collection costs
a. An invoice is sent to the Client monthly by email.
b. Payment must be made within 14 days after the invoice date, unless otherwise agreed, in a manner to be indicated by the Contractor in the currency in which the invoice was issued. If the Client gives approval for automatic collection, all fees will be
collected by the Contractor from the account specified by the Client until the collection authorization is withdrawn. The collection period for automatic collection is approximately 1 day after the invoice date, unless otherwise agreed in writing.
c. After the expiry of this payment term of 14 days, which is always to be considered strict, or of any other agreed term after the invoice date, the Client is in default without further summons or notice of default being required; from the moment of default, the Client owes interest of 1% per month on the outstanding amount, unless the statutory (commercial) interest is higher, in which case this statutory (commercial) interest applies.
d. After the expiry of the payment term and after at least one reminder by email, the Contractor is entitled to suspend all work for the Client, including an internet marketing campaign of the Client, with immediate effect until full payment of both the principal sum and the interest has taken place.
e. In the event of liquidation, application for bankruptcy, or suspension of payments, all regarding the Client, the Contractor’s claims and the Client’s obligations towards the Contractor will be immediately due and payable and subject to immediate set-off.
f. If the Client is in default in the (timely) fulfillment of its obligations, all reasonable costs to obtain satisfaction out of court are for the account of the Client, whereby the extrajudicial costs amount to at least 15% of the principal sum with a minimum of €300.00. By and through accepting our quote, the Client promises to reimburse the Contractor for the startup costs incurred by the Contractor, as well as the agreed amounts for the contract period mentioned in the quote – with a maximum of 36 months.
Article 13: Liability
a. The Contractor excludes liability for all damage, unless the Client demonstrates that it was caused by a cause reasonably attributable to the Contractor. The Client will not hold the Contractor liable in any way for (alleged) damage suffered by the Client, such as damage caused by:
- errors in advice, materials, and/or automated files provided by the Contractor
- texts, images, or other data provided by or on behalf of the Client or unlawful use thereof by the Client;
- the content of advertisements or publications of other Clients or authors in the same or another edition, section, and/or elsewhere in the electronic service, which might detract from the purpose intended by the Client for his or her publication;
- the Client’s failure to follow the advice provided by the Contractor;
- the illegality of the services offered by the Contractor or the manner in which the services are provided by the Contractor;
- disruptions in the electronic services of the Contractor and third parties, such as search engines, providers, network operators, or other telecommunications networks.
- clicks on advertisements placed by the Contractor on behalf of the Client, which do not lead to a page visit of the Client’s website.
- alleged infringement or infringement of trademark law brought by third parties against the Client.
b. The Contractor is in no case liable for and expressly excludes liability for consequential damage, indirect damage, and business interruption damage.
c. If – with due observance of the previous paragraphs – liability nevertheless arises for the Contractor at any time for damage suffered by the Client due to a demonstrable and attributable shortcoming in the fulfillment of the obligations under this agreement by the Contractor, this liability is in all cases limited to a maximum of the invoice value of that specific part of the agreement to which the liability relates.
d. Damage for which the Contractor is liable under the previous paragraph is only eligible for compensation if the Client has notified the Contractor in writing within 30 days after it arose, unless the Client can demonstrate that it could not reasonably have reported this damage earlier.
e. Every complaint regarding the execution or failure to execute any assignment must be submitted in writing by the Client to the Contractor within 30 days after the damage arose, on pain of forfeiture of any claim.
f. The Client indemnifies the Contractor against third-party liability regarding damage of any kind, caused by or in connection with the execution of the agreement.
Article 14: Force Majeure
a. The Contractor is not liable in case of force majeure. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, over which the Contractor has no influence, but
due to which the Contractor is unable to fulfill its obligations. Force majeure includes in any case: power failure, strike, illness of personnel, a (temporary) shortage of personnel, fire, business and technical disruptions within the office or at external parties engaged by the Contractor and in
particular the search engines, not having sufficient data at our disposal or the provision of incorrect data, or the lack of sufficient cooperation by the Client, all at our discretion.
b. In case of force majeure, the Contractor is entitled to consider the agreement (wholly or partially) as dissolved or to dissolve it out of court, or to cancel the assignment without being held to any compensation towards the Client. In this case, the Contractor is obliged to
immediately notify the Client by email. If the Contractor can partially fulfill its obligations at the onset of the force majeure, it is entitled to invoice the already executed or executable part separately and the Client is obliged to pay this invoice as if it were a separate agreement.
Article 15: Specific provisions on Search Engine Marketing
a. Regarding search engine marketing activities, the Contractor reserves the following rights: The Contractor will make every effort to execute the assignment to the best of its ability. The aim is a good qualitative listing in pre-agreed search engines. The Contractor has a
best efforts obligation for the absolute score and will, if possible, strive for a top 20 position. The Contractor reserves the right to deviate from this if there are words that are difficult to position, spam, non-indexing by the search engine(s), rejection or non-indexing of the URL by the search engine due to technical aspects or specifications of the website or technical
imperfections. (Statistical) data provided by or on behalf of the Contractor are always only of an indicative nature, unless expressly stated otherwise. No rights can be derived from these data by the Client.
b. The Client will adhere to general terms and conditions, specific regulations, and editorial guidelines set by the search engines used for advertisers. These include, among others:
- maintaining a maximum of 1 account per domain name
- not using ‘banners’ or ‘pop-ups’ on landing pages
- not disabling the ‘back’ button in the Internet browser. The Contractor will advise the Client regarding these regulations and is never responsible for the consequences of not following these or other (specific) recommendations.
c. The Client is not permitted during the contract term to advertise or have advertisements placed on search engines on which the Contractor has a campaign running for the Client with advertisements that link to the same website(s) as the advertisements that the Contractor has placed for the Client. Violation of this article is serious by its nature and constitutes an urgent reason for the Contractor to proceed with immediate termination or dissolution of this agreement or suspension of the campaign. In the event of a violation of this article, the Client is also
liable to pay the full contract period to the Contractor.
d. AdWords campaigns conducted using the all-in price concept and where the Contractor makes the payments to Google, are and remain the property of the contractor. No insight is given into the click prices and there is no possibility to link the campaign to Analytics. If there is
a management fee and the Client pays Google directly, this insight is given and the link with Analytics is possible.
e. When conducting a link building campaign, no guarantees are given regarding: the number of links placed, the duration the links remain placed, the quality of the link, and the level of the pagerank of the Client’s website after the campaign has ended.
f. If landing pages are used to improve the findability of the Client’s website, no guarantees are given regarding the method of indexing, ranking, and speed with which this happens. No guarantee is given by the Contractor for a position on the first page of Google, not even for an arbitrary position on an arbitrary search engine.
g. Once the Contractor has delivered and launched a website, the Contractor can no longer be held liable for future problems, such as search engine friendliness, technical errors, layout, or other problems regarding the website or the functioning of the website’s CMS.
h. The Contractor will never give guarantees on turnover, profit, number of visitors, quotes, requests or contacts, or other turnover-related matters resulting from any product whatsoever. For that reason, the Contractor cannot be held liable or held in default for disappointing sales results or other turnover-related results resulting from the services or products delivered by the Contractor.
i. If landing pages are used to improve the findability of the Client’s website, the pages, texts, and any photos remain the property of the Contractor and will be
removed after termination of the contract.
Article 16: Equipment/Software
The Client must provide, at its own risk, sound equipment and other sound facilities that provide access to a network on which it can receive the services provided by the Contractor. The Client must provide for the payment of the communication costs incurred.
Article 17: Transfer and amendment of the agreement
The Contractor is entitled to transfer the rights and obligations under this agreement without the written consent of the Client.
Article 18: Competent court and applicable law
a. The question of the applicability of these general terms and conditions, the binding nature of its content, and all agreements between the parties and the obligations arising therefrom or related thereto, are governed by Dutch law.
b. All disputes that may arise between the parties regarding the issues mentioned in this article under a will be brought in the first instance exclusively before the Midden-Nederland District Court, without prejudice to any exclusive jurisdiction of another court, whether or not ruling in summary proceedings.
