Article 1: General
These general terms and conditions are the terms and conditions of Chase B.V. (Trade name: Chase Marketing), established in Amsterdam and with its office at Lijnbaansgracht 206-H, 1016XA.
Article 2: Applicability
- These terms and conditions apply to all offers and all agreements made by Chase Marketing. The contractual other party shall hereinafter be referred to as “Client”.
- In these terms and conditions the client is understood to be any (legal) person to whom Chase Marketing makes its offers/quotations as well as the person who makes offers/quotations to Chase Marketing and the person who gives an assignment to Chase Marketing or the person with whom Chase Marketing enters into an agreement and furthermore any person with whom Chase Marketing has a legal relationship and apart from this, their representative(s), agent(s), assignee(s) and heir(s).
- The parties have the option to deviate from these general terms and conditions. Such deviating conditions shall only form part of the agreement concluded between the parties if and insofar as both parties have expressly agreed to this in writing.
- The applicability of any purchase conditions or other conditions of the Client is expressly excluded.
- In these general terms and conditions, “in writing” shall also mean: by e-mail, by fax or by any other means of communication which, with a view to the state of the art and according to socially accepted notions, can be regarded as equivalent to this.
- The acceptance and retention by the Client of an offer or order confirmation which refers to these terms and conditions, without comment, shall be deemed to constitute consent to the application thereof.
- The possible inapplicability of (part of) a provision of these general terms and conditions shall not affect the applicability of the remaining provisions.
Article 3: Establishment of agreements
- If an offer by Chase Marketing is accepted, then the agreement is only established after a written confirmation from Chase Marketing, or at the moment that Chase Marketing, with the approval of the client, has started to execute the agreement.
- Verbal agreements are only binding for Chase Marketing after they have been confirmed in writing by Chase Marketing.
- Additions or amendments to the general terms and conditions or otherwise amendments or additions to the agreement shall only become binding after written confirmation by Chase Marketing.
Article 4: Offers
- All offers, quotations or prices made by Chase Marketing are without obligation and shall automatically lapse after a period of 30 days, unless Chase Marketing ceases to maintain the offer and/or quotation within that period or unless Chase Marketing indicates otherwise when making the offer, quotation or price statement. If a quotation and/or offer contains an offer without obligation and this offer is accepted by the Customer, then Chase Marketing is entitled to revoke the offer within 5 working days of receiving the acceptance.
- The prices charged by Chase Marketing as well as the prices mentioned in the offers, quotations, etc. are exclusive of VAT and any costs. These costs may include, but are not limited to, travel expenses, transport costs and invoices from engaged third parties.
- Illustrations and descriptions in offers and on the user’s website, brochures, catalogues, drawings, models, indications of colours, dimensions and other data or descriptions are as accurate as possible, but only serve as a guide. No rights can be derived from these, unless parties have explicitly agreed otherwise in writing.
- The images, brochures, catalogues, drawings etc. referred to in the previous paragraph of this article and the intellectual property rights vested in them shall remain the property of Chase Marketing at all times, unless the parties have explicitly agreed otherwise in writing. These are to be returned at the first request of Chase Marketing. They may not be reproduced or made available to third parties without the written permission of Chase Marketing.
- Tenders do not automatically apply to future assignments.
- Chase Marketing cannot be held to its tenders or offers if the client should reasonably understand that the tenders or offers, or a part thereof, contain an obvious mistake or clerical error.
Article 5: Execution of the agreement
- Chase Marketing shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
- If and in so far as required for the proper execution of the agreement, Chase Marketing is entitled to involve third parties for certain activities.
- The client shall ensure that all information which Chase Marketing indicates to be necessary or which the client should reasonably understand to be necessary for the execution of the agreement is provided to Chase Marketing in good time. If the information required for the execution of the agreement is not provided to Chase Marketing in time, Chase Marketing is entitled to suspend the execution of the agreement or to charge the client for the extra costs resulting from the delay in accordance with the usual rates.
- Chase Marketing is not liable for damage of any kind, caused by the fact that Chase Marketing has used incorrect or incomplete information supplied by the client, unless such incorrectness or incompleteness should have been apparent to Chase Marketing.
- If, within the framework of the assignment, work is carried out by Chase Marketing or third parties engaged by Chase Marketing at the Customer’s premises or at a location designated by the Customer, the Customer shall ensure free of charge that the employees concerned are provided with the required facilities.
- The client indemnifies Chase Marketing against any third party claims which it may incur in relation to the execution of the agreement and which are not attributable to Chase Marketing. If Chase Marketing is held liable by third parties, the client is obliged to assist Chase Marketing both extra-judicially and judicially and to immediately do all that can be expected from the client in such cases. Should the client fail to take adequate measures, then Chase Marketing is entitled to do so itself, without any notice of default. All costs and damages incurred by Chase Marketing and third parties as a result are fully at the expense and risk of the client.
Article 6: Specific provisions regarding search engine advertising (“SEA”) and search engine optimisation (“SEO”)
- The client grants Chase Marketing exclusive authority for the duration of the agreement to carry out SEO activities and to conduct SEA campaigns with regard to the search engines and websites specified in writing. SEA campaigns” in this context means advertising campaigns via advertising platforms such as Google AdWords and Bing Ads. In this context, ‘SEO work’ is understood to mean all advisory and/or executive work aimed at improving the (technical) structure of the Customer’s website(s) and any work aimed at improving the authority or relevance awarded to the website(s) by search engines on the basis of (link) references on third-party websites (also referred to as ‘link building’ or ‘authority building’).
- The client grants Chase Marketing exclusive power of attorney to perform all actions that Chase Marketing deems necessary to set up and manage the SEA campaigns and SEO activities. Insofar as SEA and SEO related activities are carried out by third parties for the Customer, the Customer shall notify Chase Marketing thereof in a timely manner.
- Chase Marketing shall make every effort to achieve an optimal positioning in the agreed search engines, but is not obliged to achieve any concrete result, all this in accordance with the applicable guidelines as drawn up by the search engines. All statements by Chase Marketing regarding the possible results of SEO activities are therefore of an indicative nature. The client cannot derive any rights from this information. The client also declares that it is aware of the fact that the success of the SEO activities is partly dependent on the extent to which the activities and/or changes recommended by Chase Marketing are carried out on the client’s website(s) and is prepared to carry out or have carried out the recommendations to the best of its ability and within a reasonable period of time after completion.
- The costs charged by the search engines in relation to the SEA campaigns must, in principle, be paid directly by the Client, without the intervention of Chase Marketing, to the relevant advertising platform. Chase Marketing cannot be held responsible for the consequences of arrears in payment and balance deficits on the part of the Client.
- Chase Marketing is obliged to comply with the guidelines from the “Search Engine Marketing Code of Conduct” as drawn up by the branch association IAB. This code of conduct can be found at www.iab.nl. In turn, the client must comply with the general terms and conditions, specific regulations, and editorial guidelines set by search engines for advertisers and website owners. Chase Marketing is not responsible for the consequences of the violation of these regulations on the part of the Customer.
Article 7: Specific provisions with regard to Digital Analytics and Conversion Optimisation
- Chase Marketing shall make every effort to ensure the data quality and integrity with regard to data collected on the Customer’s website(s). However, the Customer is responsible for the correct technical implementation of the software and/or tooling with which this data is collected on its own website, whether or not on the basis of advice given by Chase Marketing in this respect.
- Analysis and reporting of findings and recommendations by Chase Marketing to the client shall take place in accordance with the frequency and format specified in the quotation, project proposal or agreement which forms the basis of the cooperation. If no reporting format is specified, reporting shall be in Dutch and/or English and in accordance with the standards of good craftsmanship at a frequency of at least once a month. If no reporting medium has been agreed, the Contractor will determine the medium to be used.
- Analysis and reporting of findings and recommendations by Chase Marketing to the Customer takes place on the basis of the software and/or tooling used by the Customer for the purpose of web analysis. The definitions of metrics or Key Performance Indicators (KPIs) used by the software and/or tooling in question are leading in this respect. The metric “unique visitor” is thus understood to mean a unique visitor in accordance with the definition and method of determination as used by the software and/or tooling in question. If at any time Chase Marketing deviates from this definition, it is obliged to clearly specify this to the Customer in the report concerned, or in the offer, the project proposal or the agreement which forms the basis of the cooperation.
- Chase Marketing undertakes to store the results of the analysis and those of any related previous analyses and subsequent reports for at least six months, unless legislation or regulations or the objective of the analysis necessitate another period. The client has the option to shorten or extend the storage period at its request.
- Storage of the data collected by Chase Marketing, analyses and/or dashboards relating to the activities carried out for the client takes place within Chase Marketing’s secure company network. Chase Marketing reserves the right to permanently remove the Customer’s data from its company network or to destroy it after the 6 month retention period has expired, or as much earlier as considered desirable by the Customer.
- Chase Marketing subscribes to the “Quality Standard Digital Analytics” as issued by the MOA, insofar as it relates to the research of data within the “passive domain”. This quality standard can be found on www.moaweb.nl.
Article 8: Specific provisions regarding display advertising, Social Media Advertising and Digital Out of Home.
The Client guarantees and will confirm in writing upon Chase Marketing’s first request that:
- Advertising material supplied by the Customer or third parties engaged by the Customer has been prepared in accordance with IAB standards, is free of technical defects and is suitable for the placement of performance measurement and control systems (including tagging);
- the information provided by the Customer is correct and complete and the Customer will always make this information available to Chase Marketing in time and in full, as well as providing all other cooperation that is reasonably required for the execution of the Agreement;
- the Customer shall always act in accordance with the applicable domestic and foreign laws and regulations, advertising codes, (ownership) rights or conditions of third parties and take all necessary measures to this end;
- Client will always provide a link to the landing page of a website that is traceable through the applicable performance measuring system exclusively (not used for other purposes) or that is otherwise exclusive;
- Customer shall not change, obscure or remove the measuring systems installed for the purpose of monitoring the results or provided usernames and passwords during the term of the agreement and shall store them carefully, shall not make them available to third parties and shall secure them against any form of unauthorised use, as well as in the case of any unauthorised use or at the first request of Chase Marketing shall immediately take all measures which are necessary to stop such use;
- The client indemnifies Chase Marketing against any third party claims against Chase Marketing for breach by the client of the aforementioned obligations.
- The Customer is aware that Chase Marketing can make use of third-party software for the execution of the agreement and agrees with the terms and conditions associated with the use of this software, but only insofar as the used software is explicitly mentioned in the agreement, order confirmation or other type of written communication between the Customer and Chase Marketing in which the execution of the activities is agreed upon;
- Chase Marketing’s administration and measurement systems are leading for the calculation of the agreed fees, unless a higher calculation follows from the Client’s measurement systems. In that case, the fee due shall be calculated on the basis of reasonably estimable measurement results;
- The Customer is obliged, immediately after termination of an Agreement for whatever reason, to remove the tags or “measurement code” placed on it, both on its own websites and on the websites of third parties on which these tags have been placed, with the exception of tags that belong to the Customer.
- If the Customer makes use of the (user) licence(s) of Chase Marketing to purchase media itself, the Customer accepts full responsibility for the execution and financial consequences. Written instructions from Chase Marketing must always be strictly followed by the Customer, but cannot wholly or partially relieve the Customer from ultimate responsibility. All direct or indirect damage suffered by Chase Marketing as a result of the execution by the Customer shall be compensated in full. The Customer shall ensure that the payments to Chase Marketing are made in accordance with the agreed payment schedule and/or the payment conditions. Any delay in meeting the agreed payment terms shall entitle Chase Marketing to terminate the Agreement without any prior written notice and to cease execution temporarily or permanently. Chase Marketing is in no way responsible for the possible consequences of this termination or the suspension of the execution.
Article 9: Adjustment of the Agreement
- If during the execution of the agreement it appears that for a proper execution it is necessary to change or supplement the work to be done, parties will timely and in mutual consultation adapt the agreement accordingly.
- If parties agree to modify or supplement the agreement, this may influence the time of completion of the execution. Chase Marketing will notify the client of this as soon as possible.
- Chase Marketing will inform the client in advance if the change or supplement to the agreement will have financial consequences.
- If a fixed fee has been agreed, Chase Marketing shall indicate to what extent the amendment or supplement to the agreement will result in an increase of this fee.
Article 10: Duration of the contract and term of execution
- Agreements are entered into for a fixed period of 12 months unless parties have agreed otherwise in writing. After expiry of the first contract period, agreements are automatically renewed for the same period.
- Stated time limits for the completion of an assignment shall never be regarded as a deadline, unless the parties have explicitly agreed otherwise in writing. If Chase Marketing fails to fulfil its obligations under the agreement or fails to do so on time, it must be given written notice of default.
- If Chase Marketing expects not to be able to fulfill its obligations within the given time period, it shall notify the Customer of this as soon as possible.
- Chase Marketing is entitled – with regard to the fulfillment of the client’s financial obligations – to require advance payment or security from the client before rendering its services.
- Exceeding a delivery time by Chase Marketing as referred to in Article 9.2 of this article does not qualify as a shortcoming imputable to Chase Marketing and does not justify the dissolution of the agreement by the Customer, nor does it have the consequence that Chase Marketing is liable for compensation of any damage suffered by the Customer as a result of the actual longer delivery time.
Article 11: Progression of the agreement
- Chase Marketing cannot be obliged to commence execution of the agreement before it has all the necessary information and has received the agreed (term) payment. In the event of delays resulting from this, the indicated delivery terms and agreed contract duration shall be adjusted proportionately and Chase Marketing shall be entitled to suspend work, without prejudice to the Customer’s obligation to fulfil its (payment) obligations.
- When the provision of the services cannot take place normally or without interruption due to causes beyond the control of Chase Marketing, Chase Marketing shall be entitled to charge the resulting costs to the Customer.
Article 12: Equipment, software
- The client is required to provide, at its own risk, adequate equipment and adequate facilities which provide access to a network on which it can receive the services provided by Chase Marketing. The communication costs incurred in this respect are to be borne by the client.
Article 13: Fee
- Chase Marketing and the client can agree on a fixed fee for the work to be carried out, or determine the fee afterwards on the basis of the hours actually worked. The parties shall specify the amount of the fixed fee or the applicable hourly rate in writing.
- In addition, parties have the possibility to agree on a way to make the fee partly dependent on the result of the assignment. This can only be the case if the exact details are agreed upon in writing.
- If the fee has not been determined in writing, Chase Marketing is entitled to determine the fee based on its usual (hourly) rates applicable to the period in which the activities have taken place. As of the cut-off date of 1 January within the year that the work has started, the usual (hourly) rates as stated in the offer and/or agreement.
- For agreements with a duration of more than two months, the fees due can be charged on a monthly basis.
- The prices and/or hourly rates used shall be reviewed periodically (in principle on 1 January and/or 1 July) on the basis of wage and inflation figures, but shall only result in an adjustment of the fee agreed with Client after the expiry of the first contract period in the case of a fixed-term agreement, or a minimum period of 12 months in the case of agreements for an indefinite period.
- Media expenditures (also “media purchase costs”) are in principle paid by the Customer directly to the relevant advertising platform (e.g. Google AdWords or Facebook).
Article 14: Confidentiality
- Both parties are required to keep confidential all confidential information they have obtained within the framework of the Agreement from each other or from another source. Information is considered to be confidential if the other party has indicated so or if this follows from the nature of the information.
- The Customer shall not copy the confidential information or make it available to third parties in any other way, unless with Chase Marketing’s prior written consent.
- The Customer shall not use the confidential information for any other purpose than that for which it was provided by Chase Marketing and shall not use it in any other way than indicated by Chase Marketing. The Client shall not make any changes to any documents or items containing confidential information of Chase Marketing.
- The Customer is obliged to bind its employees, agents and subcontractors who – of necessity – become aware of the confidential information, in writing, to the same confidentiality obligations as the Customer, prior to obtaining confidential information.
- In the event that one or more of the obligations of this article are violated, the Customer shall owe Chase Marketing an immediately payable penalty of € 5,000.00 for each violation for each day that a violation continues. This penalty is without prejudice to Chase Marketing’s right to full compensation under the law.
- The provisions of this article shall remain in force even after termination or dissolution of the agreement.
Article 15: Complaints
- Complaints about the activities carried out shall be reported in writing to Chase Marketing by the Customer within 15 days of discovery, but within 30 days of completion of the relevant activities at the latest, failing which the Customer is deemed to have fully accepted the results of the assignment. The notice of default must contain a description of the shortcoming which is as detailed as possible, so that Chase Marketing is able to respond adequately.
- If a complaint is justified, Chase Marketing shall carry out the work as agreed, unless this has become demonstrably pointless. The latter must be made known by the Customer in writing.
- If it is no longer possible or useful to carry out the agreed activities, Chase Marketing shall only be liable within the limits of Article 16.
- Filing a complaint shall never suspend the Customer’s payment obligations.
- If a complaint is reported later than the set term, the Customer is no longer entitled to have the complaint handled or compensation paid.
- If it has been established that a complaint is unfounded, the costs incurred by Chase Marketing as a result thereof, including the investigation costs, shall be entirely at the expense of the Client.
Article 16: Intellectual Property
- All copyrights and other intellectual property rights with regard to the services provided by Chase Marketing are vested in Chase Marketing. The Customer acknowledges these rights and shall refrain from any infringement thereof. All copyrights and other intellectual property rights with regard to, but not limited to Google AdWords, Google Analytics and similar online accounts, will be transferred “free of charge” to the Customer upon its first written request, but only if and when the Customer has fulfilled its (payment) obligations.
- All copyrights and other intellectual property rights with regard to the (online) tools and/or software provided by Chase Marketing to the Customer are vested exclusively in the respective owners; the Customer is only granted the right of use, in accordance with the specific applicable terms and conditions of use, of which the Customer is deemed to be aware.
- All documents provided by Chase Marketing are exclusively intended to be used by the Customer. The Customer is not permitted to disclose or reproduce any information obtained from Chase Marketing in any form whatsoever, unless such disclosure has been authorised in writing by Chase Marketing.
- All documents supplied by Chase Marketing for the fulfilment of the project remain the property of Chase Marketing. At the end or termination of the contract, Chase Marketing may request the Client to destroy or return these documents.
- The client indemnifies Chase Marketing against all third party claims with regard to intellectual property rights on the information and documents provided by it to Chase Marketing which are used in the execution of the agreement.
- Chase Marketing retains the right to use the knowledge acquired during the execution of the activities for other purposes, provided that no confidential information of the Customer is disclosed to third parties.
Article 17: Liability
- The Customer guarantees the correctness and completeness of the information provided by the Customer to Chase Marketing within the framework of the conclusion and execution of the agreement and shall notify Chase Marketing immediately in writing of any changes in the information provided. Chase Marketing is not liable for claims by the client and/or third parties which are the result of or are related to incorrect and/or incomplete information supplied by the client to Chase Marketing or changes in the information not reported by the client to Chase Marketing on time.
- Any liability of Chase Marketing, its employees and other persons engaged by Chase Marketing for the execution of the assignment is limited to the amount paid out under Chase Marketing’s professional or company liability insurance in the relevant case, including the excess payable by Chase Marketing.
- In the event that Chase Marketing’s professional/company liability insurance as referred to in Article 16.2 does not provide cover in a specific case, then Chase Marketing’s liability as well as that of its employees and those engaged by Chase Marketing in the execution of the assignment shall be limited to a maximum of the total fees received by Chase Marketing over the three months prior to the damage causing event. This limitation of liability applies per year, regardless of the number of damaging events.
- The client indemnifies Chase Marketing against any third party claims which it may incur in relation to the execution of the agreement and which are attributable to the client.
- Chase Marketing is never liable for damage suffered by the Customer or third parties as a result of incorrect, incomplete or untimely information provided by the Customer.
- Chase Marketing shall under no circumstances be liable for any damage whatsoever resulting from faults in the software or other computer software used by Chase Marketing.
- Chase Marketing shall under no circumstances be liable for any damage whatsoever resulting from the fact that the (email) messages sent by the Customer to Chase Marketing have not reached Chase Marketing.
- The liability of Chase Marketing for indirect damage is excluded. Indirect damage is understood to mean all damage which is not direct damage and is therefore in any case, but not limited to, consequential damage, loss of profit, lost savings, reduced goodwill, damage due to business stagnation, damage due to the failure to determine marketing objectives, damage relating to the use of data or data files prescribed by the client, or loss, mutilation or destruction of data or data files.
- Chase Marketing is not liable for damage, loss or destruction of objects, materials, image or word data in any form whatsoever which it has made available to the client or on behalf of the client or which have been produced by third parties at the client’s request.
- Advice provided by Chase Marketing is an effort commitment and not a result commitment. Guarantees of result are not deemed to have been issued when advice is given. Therefore, Chase Marketing is not liable with regard to any advice given if no result is achieved.
- Chase Marketing accepts no liability whatsoever for loss or alteration of data supplied via digital information carriers or e-mail. The client, or any third party engaged by it, should always check this information for correctness and completeness.
- Chase Marketing accepts no liability whatsoever for the content of its websites or multimedia expressions.
- Chase Marketing accepts no liability whatsoever for the possible presence of viruses on the information carriers it supplies or data or software which it obtains via the internet. The client is responsible for checking the information carriers, data or software supplied for the presence of viruses.
- Chase Marketing accepts no liability whatsoever for information made available via the Internet or intranet, freeware and shareware. Chase Marketing accepts no liability whatsoever for the correctness of the information available or for the correct functioning of the software present, nor for the consequences thereof.Chase Marketing accepts no liability for the correctness of the information available or for the correct functioning of the software present, nor for the consequences of this.
- Unless fulfillment by Chase Marketing is permanently impossible, the liability of Chase Marketing for an attributable shortcoming in the fulfillment of the agreement shall only arise if the Customer notifies Chase Marketing in writing of the default forthwith, granting a reasonable time period for the rectification of the shortcoming, and Chase Marketing continues to fail attributably in the fulfillment of its obligations after this period. The notice of default must contain a description of the shortcoming which is as complete and detailed as possible, so that Chase Marketing is given the opportunity to respond adequately.
- Any claim for compensation by the Customer against Chase Marketing which has not been specifically and explicitly reported will lapse by the mere expiry of twelve (12) months after the claim arose.
- The exclusions and limitations referred to in this article will lapse if and insofar as the damage is the result of an intentional or wilful recklessness on the part of Chase Marketing or its management.
Article 18: Payment
- Payment must be made within 30 days of the invoice date in the currency as indicated by Chase Marketing. Objections to the amount of the invoices do not suspend the payment obligation.
- Unless agreed otherwise, 40% of the invoice for a web design project will be charged in advance and 60% when the website goes live, regardless of whether there is still work to be done.
- For an instalment website, the instalment is charged monthly by means of a SEPA direct debit.
- For website maintenance, the costs for packages are charged via a SEPA direct debit. In the case of a rejected direct debit, a charge of 10 Euros will be made for each rejected direct debit.
- The client shall make the payments owed to Chase Marketing without any discount or settlement, with the exception of settlement against adjustable advances which it has made to Chase Marketing and which are related to the agreement. The Customer is not entitled to suspend payment of invoices for work already carried out.
- If the Client fails to fulfil its obligation to pay the invoices within the stipulated payment term, it shall be liable to pay interest on top of the amount due at the statutory (commercial) interest rate plus 2% (in words: two per cent) per month.
- In the case of liquidation, bankruptcy, seizure or suspension of payment of the Customer, Chase Marketing’s claims on the Customer shall become immediately due and payable.
- Chase Marketing is entitled to have the payments made by the Customer go firstly to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest. Without being in default, Chase Marketing may refuse an offer of payment if the client indicates a different sequence of attribution. Chase Marketing can refuse full repayment of the principal sum if the arrears, current interest and costs are not also paid.
Article 19: Collection costs
- If the client is in default with regard to one or more of its obligations towards Chase Marketing, then all extrajudicial costs incurred for the purpose of obtaining satisfaction, such as writing reminders, summonses and including the actual lawyer’s and bailiff’s fees, shall be for the account of the client. These costs shall in any case amount to 15% (in words: fifteen percent) of the total invoice amount due and not paid within the payment term.
- If Chase Marketing demonstrates that it has incurred higher costs than the aforementioned percentages, the client shall also owe Chase Marketing the higher amount.
- The client shall also owe Chase Marketing all the costs incurred by Chase Marketing, including – but not limited to – the actual lawyer’s fees and court registry costs involved in conducting legal proceedings, such at all instances, unless these are unreasonably high in view of the applicable and usual rates of, for instance, lawyers and unless Chase Marketing has been found to be at fault in legal proceedings by an irrevocable decision.
Article 20: Communication
- In the event that the Customer has sent any digital message to Chase Marketing, it may only be assumed that this message has reached Chase Marketing after the Customer has received a confirmation of receipt, which is not an automatic confirmation of receipt.
- General information provided by Chase Marketing, whether or not on the Internet, at the request of the Customer or otherwise, is free of obligation and shall never be considered as advice given by Chase Marketing in relation to an assignment it has been given, except insofar as Chase Marketing has stated the contrary or it concerns advice aimed at the personal situation of the Customer.
- Until the client has informed Chase Marketing of a change of address, Chase Marketing may rely on the fact that the client can be reached at the address given at the start of the assignment, including his e-mail address.
Article 21: Retention of title
- Chase Marketing retains title to the goods supplied and to be supplied under the agreement until the Customer has fulfilled its payment obligations towards Chase Marketing with regard to the goods supplied. These payment obligations consist of paying the agreed price, increased by all claims relating to activities carried out in relation to the agreement, as well as claims relating to any compensation due to failure to comply with the client’s obligations.
- The goods falling under the retention of title may only be resold by the client within the framework of normal business operations.
- If Chase Marketing invokes the retention of title, the relevant agreement entered into shall be regarded as dissolved, without prejudice to Chase Marketing’s right to claim compensation for damage, loss of profit and interest.
- The client is obliged to immediately inform Chase Marketing in writing of the fact that third parties are claiming rights on goods which are subject to retention of title by virtue of this article.
Article 22: Taking out of use
- Chase Marketing is entitled to (temporarily) put products and/or services out of use and/or limit their use if the Customer fails to fulfill an obligation to Chase Marketing with regard to the agreement, or acts in breach of the general terms and conditions. The obligation to pay the amounts due shall also remain in force during the period of disuse.
- Chase Marketing shall activate the product and its service as soon as the Customer has fulfilled its obligation and paid an established amount for the product or service.
Article 23: Return of goods made available
- If Chase Marketing has made goods available to the client during the execution of the assignment, the client is obliged to return the delivered goods at the request of Chase Marketing within 14 days in their original state, free of defects and in their entirety. If the client fails to comply with this obligation, all resulting costs are at its expense.
- If the Customer, for any reason whatsoever, still remains in default with regard to the obligation mentioned under 1. after having received a reminder to do so, Chase Marketing is entitled to recover the damage and costs, including replacement costs, from the Customer.
Article 24: Force Majeure
- In the event of force majeure Chase Marketing is entitled, without judicial intervention, to either suspend the execution of the agreement or to dissolve the agreement without being obliged to pay any compensation. If the force majeure situation arises when the agreement has been partially executed, the client is obliged to fulfil its obligations towards Chase Marketing up to that time. All costs incurred by Chase Marketing up to that point shall be immediately due and payable in full.
- Force majeure shall be understood to include: war, riots, mobilisation, domestic and foreign unrest, government measures, strikes and lock-outs by employees, disruption of the currency relations existing at the time the agreement was entered into, weather conditions, business interruptions due to fire, accident or other occurrences and natural phenomena, irrespective of whether these circumstances occur at Chase Marketing, its suppliers or third parties which it has engaged to execute the agreement.
Article 25: Suspension, termination and dissolution
- Chase Marketing is entitled to terminate the agreement in writing at any time.
- In the case of agreements with a term of 12 months or less, the Customer may terminate the agreement subject to a notice period of 2 calendar months. In the case of agreements with a term of more than 12 months or for an indefinite period of time, Customer must observe a notice period of 3 calendar months.
- If a fixed term agreement is terminated prematurely by the client, Chase Marketing is entitled to compensation for the resulting loss of capacity utilisation amounting to 50% of the regular fees calculated over the remaining original term of the agreement, unless the termination is based on facts and circumstances which can be attributed to Chase Marketing and the applicable (complaints) procedure has been followed by the Contractor. Furthermore, in that case the client is obliged to pay the invoices for work carried out up to that time. The provisional results of the activities carried out up to that point shall therefore be made available to the Principal with reservation.
- Chase Marketing is entitled to suspend the fulfilment of its obligations or to dissolve the agreement if The client fails to fulfil its obligations under the agreement in full or on time; after entering into the agreement, Chase Marketing learns of circumstances giving good grounds to fear that the client will not fulfil its obligations; the client was asked to provide security for the fulfilment of its obligations under the agreement and this security is not provided or is inadequate; if the delay on the part of the client means that Chase Marketing can no longer be required to fulfill the agreement under the terms originally agreed, Chase Marketing is entitled to dissolve the agreement.
- Furthermore, Chase Marketing is entitled to dissolve the agreement if circumstances arise which are of such a nature that fulfillment of the agreement is impossible or if other circumstances arise which are of such a nature that Chase Marketing cannot reasonably be expected to maintain the agreement unaltered.
- If the agreement is dissolved, Chase Marketing’s claims on the client shall become immediately due and payable. If Chase Marketing suspends the fulfillment of its obligations, it shall retain its claims under the law and the agreement.
- If Chase Marketing suspends or dissolves the agreement, it is in no way obliged to compensate the damage and costs which it has incurred in any way.
- If the termination is attributable to the client, Chase Marketing is entitled to compensation for damages, including costs, which it incurred directly and indirectly.
- If the client fails to fulfil its obligations arising from the agreement and this failure justifies dissolution, then Chase Marketing is entitled to dissolve the agreement with immediate effect without any obligation on its part to pay any compensation or indemnification, whilst the client is obliged to pay compensation or indemnification on the grounds of breach.
- If the agreement is terminated prematurely by Chase Marketing, Chase Marketing shall, in consultation with the client, arrange for the transfer of the work still to be carried out to third parties. This is unless the termination is attributable to the client. If the transfer of the activities involves extra costs for Chase Marketing, these will be charged to the client. The client is obliged to pay these costs within the time period stated, unless Chase Marketing indicates otherwise.
- In the case of liquidation, suspension of payments (application) or bankruptcy, attachment – if and to the extent that the attachment has not been lifted within three months – at the expense of the client, debt restructuring or any other circumstance which causes the client to no longer have free disposal of his assets, Chase Marketing is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement without any obligation on its part to pay any compensation or indemnification. In this case, Chase Marketing’s claims against the client shall become immediately due and payable.
- If the client fully or partially cancels an order that has been placed, the goods ordered or prepared for it, increased with any costs already incurred, loss of profit thereof and the working time reserved for the execution of the agreement, will be charged in full to the client.
- If the client wishes to make changes to the execution of the project or assignment Chase Marketing is not obliged to do so. In such an event, Chase Marketing is entitled to cancel the assignment. In that case the client shall be liable for the damage suffered by Chase Marketing, including loss of profit and costs incurred.
- Websites built by Chase Marketing may only be managed by Chase Marketing unless agreed otherwise.
- With regard to websites built by Chase Marketing, Chase Marketing determines where the website is hosted unless otherwise agreed.
- For websites built by Chase Marketing, the domains are registered under the management of Chase Marketing and at the registry determined by Chase Marketing.
- In order to transfer a website from Chase Marketing, there will be a charge of €250.
- For websites built by Chase Marketing, Chase Marketing may place a note in the footer such as “built by Chase Marketing” with a link to the Chase Marketing website.
Article 26: Recruitment of staff
- The Customer is not permitted to recruit (former) employees of Chase Marketing during the cooperation with Chase Marketing increased by a period of 12 months, or to grant assignments as a freelancer or self-employed person, without the prior written approval of the management of Chase Marketing. In the event that the provisions of this article are breached, the client shall owe Chase Marketing an immediately payable penalty of €25,000 plus €2500.00 for each day that the breach continues. This penalty shall be without prejudice to Chase Marketing’s right to full compensation under the law.
Article 27: Dispute resolution and applicable law
- Notwithstanding the statutory regulations for the competence of the civil courts, any dispute between Chase Marketing and the Customer, in the event that the court is competent, shall be settled by the Amsterdam Court, even if the Customer is not established in the Netherlands.
- However, Chase Marketing retains the right to summon the Customer before the court which is competent according to the law or the applicable international treaty.
- All agreements between Chase Marketing and the Customer shall be governed exclusively by Dutch law.
- If a version of these terms and conditions in a language other than Dutch is applicable to the agreement between Chase Marketing and the Customer, the Dutch text shall be decisive when interpreting the text of the provisions. This means that when interpreting as much as possible, connection should be sought with that which is intended to be agreed upon in the Dutch text, whereby the parties agree that the wording of the provisions of these terms and conditions should be interpreted as grammatically as possible.
Article 28: Amendments to the terms and conditions
- Chase Marketing is entitled to make amendments to these terms and conditions. These amendments shall take effect at the announced time of entry into force and after Chase Marketing has sent the Client the amended terms and conditions, either electronically or otherwise.