TERMS AND CONDITIONS
General Terms and Conditions of NUBIS ONLINE MARKETING B.V.
Article 1 Definitions
For the purpose of these general terms and conditions, “Nubis” is understood as: The private company with limited liability Nubis Online Marketing B.V., having its registered office and principal place of business in Amsterdam at the Meeuwenlaan 89-100. “Client” is understood as the person who awards a contract to Nubis or the person Nubis enters into an agreement with.
Article 2 Applicability
All offers from, agreements of/with and (follow-up) contracts to Nubis pertaining to the performance and/or the provision of services are exclusively subject to the present general terms and conditions. Any terms and conditions used by the client are only applicable if they were expressly accepted by Nubis in writing.
Article 3 Offers
Each offer made by Nubis is subject to contract, both as regards the price and delivery term mentioned in the offer and other aspects. All prices quoted by Nubis are excluding value added tax (VAT).
Article 4 Conclusion of the agreement
4.1 Agreements are deemed to have been entered into on the day the agreement was signed by Nubis or the day Nubis sent the written order confirmation or the day Nubis actually performed a contract awarded by the client.
4.2 Once an agreement has been entered into between the client and Nubis, the client shall owe the full amount of the offer and/or the full fee payable to Nubis upon implementation of the agreement and/or performance of the contract, whether or not the client revokes and/or cancels its contract before, during or after performance of the contract by Nubis.
Article 5 Implementation of the agreement
5.1 Nubis shall at all times use its best efforts to implement the agreement with the utmost care, to safeguard the client's interests to the best of its knowledge, and to pursue the best possible result for the client. In so far as necessary and/or desired, Nubis shall keep the client informed of the progress of the work performed under the agreement.
5.2 If and in so far as Nubis deems it necessary for the implementation of the agreement, Nubis has the right to unilaterally decide, on behalf and at the expense of the client, to outsource work to third parties.
5.3 During the performance of its contract materials, programs and software to be used [sic], Nubis shall attempt to refrain from violating third party rights, applicable statutory requirements, rules of conduct, self-regulation rules and guidelines, insofar as they can or should be reasonably known to Nubis.
5.4 If the use by Nubis of the materials, programs and software is restricted or forbidden, Nubis shall, at its discretion:
a) replace the materials, programs and software concerned to stop infringing third party rights; or to
b) change or adjust the materials, programs and software to stop infringing third party rights; or c) acquire a usage right for the benefit and at the expense of the client. 5.5 Without prejudice to the other provisions of these general terms and conditions, if a situation as referred to in 5.3 occurs, the client is not authorised to withdraw, cancel or otherwise terminate the contract and/or agreement or to suspend its payment on this ground.
Article 6 Terms
6.1 As regards delivery times or schedules agreed upon for the implementation of an agreement and/or performance of a contract, Nubis shall, in any case, be entitled to extend the delivery term of the work, without Nubis owing any amount or being obliged to reduce its price, if Nubis cannot be required to deliver the work within the agreed term as a consequence of force majeure, circumstances caused by or attributable to the client, or amendment of the agreement or the terms and conditions pertaining to its performance.
6.2 Circumstances for which the client is responsible and that lead to an extension of the aforementioned term include, but are not limited to, failure to provide the requested/correct information or failure to provide it in time. Failure to provide the requested/correct information or failure to provide it in time by fellow contractors shall fall under the responsibility of the client and shall lead to an extension of the term.
6.3 Irrespective of the foregoing, exceeding the delivery times or failure to realize the agreed targets -due to any cause whatsoever- shall not make Nubis liable towards the client for any compensation for damages, incurred by the client or third parties, unless it can be clearly demonstrated that Nubis is to blame for exceeding the delivery times.
Article 7 Guarantee
7.1 Nubis cannot guarantee that the work performed by it shall lead to the result desired by the client, although Nubis shall at all times use its best efforts to achieve the best result for the client.
7.2 Nor does Nubis give any guarantee on the services supplied and rendered by it or on the services used by Nubis in the performance of its contract, although Nubis undertakes to use all available resources at the
client's first request to attempt to solve any breakdowns and/or defects immediately.
Article 8 Price
Price 8.1 If the offer contains a 'fixed price, this is deemed to be the agreed price. If the offer does not contain a fixed price, the amount to be paid by the client shall subsequently be determined based on the hourly rates applied by Nubis.
8.2 In addition to the agreed fixed price or the price based on the hourly rates, the costs incurred by Nubis in the performance of the agreement must be paid by the client.
Article 9 Payment
9.1 Unless otherwise agreed or stated in the invoice, payment of the agreed price must be made within thirty days of the invoice date into a bank account to be designated by Nubis. As a rule, this shall be the following bank account Triodos Bank NLOGTRIO0254685900 in the name of Nubis Online Marketing B.V. Without prejudice to the other provisions of this agreement, Nubis shall always be entitled to demand a yet to be determined down payment from the client. All contracts performed, i.e. work carried out by Nubis, can be invoiced at once.
9.2 If the client fails to pay within the agreed terms, it shall owe the statutory commercial interest rate increased by a contractual interest rate of 2.5% per calendar month as from the invoice date, with a part of a month being deemed to be a full calendar month, as well as all legal and other costs incurred in respect of the collection of the debt. The other costs shall be fixed at the collection fee applied by the Dutch Bar Association, with a minimum of €150.
9.3 The client may not set off any amounts owed by Nubis with amounts owed to Nubis.
Article 10 Rescission and termination
10.1 Nubis may suspend the performance of the obligations or rescind the agreement if: -The client fails to fulfill its obligations under the agreement or fails to fulfill them in time. -Circumstances Nubis has become aware of after entering into the agreement constitute a od reason to fear that the client shall not fulfill its obligations. If there is good reason to fear the client shall fulfill only part of its obligations or shall not fulfill its obligations properly, suspension is only permitted insofar as justified by the default. - The client, upon entering into the agreement, was requested to furnish security for the fulfillment of its obligations under the agreement and such security has not been furnished or is insufficient.
10.2 The agreement is rescinded without court intervention, following a written declaration, when the client is declared to be insolvent, applies for provisional suspension of payment, is placed under receivership, has its property attached or otherwise loses control of its assets or parts thereof unless the receiver or administrator acknowledges the obligations ensuing from this agreement as estate debts and is able to furnish sufficient security demonstrating that Nubis shall be paid in full.
10.3 As a result of the rescission or termination, existing debts owed by either party shall immediately fall due. The client is liable for any damage incurred by Nubis as a consequence of the rescissions, including, among other things, lost profit.
10.4 If, after entering into the agreement, it emerges that the situation reported by the client - without Nubis playing any clearly identifiable negative role - changes in part or in full (for example, the retirement of the entire board) and some or all of the targets assumed under the original agreement shall not be realised within the agreed term, Nubis has the right to claim adjustment of the contract, in the form of an adjustment of the hours, price, targets or scope, in order to facilitate its performance.
10.5 Notice of termination of the agreement between the client and Nubis must be given in writing subject to a notice term of 1 month unless otherwise stated in the agreement.
10.6 If the agreement is terminated early by Nubis, it shall transfer the work to be performed to third parties in consultation with the client, unless the termination is based on facts and circumstances attributable to the client.
10.7 Any extra costs incurred by Nubis when transferring the work shall be charged to the client.
Article 11 (Intellectual) Property
11.1 All copyrights, other intellectual property rights and powers as referred to in the Dutch Copyrights Act regarding services provided by Nubis, including advertising and marketing campaigns, are vested in Nubis, unless explicitly agreed otherwise in writing. The client acknowledges these rights and shall refrain from infringing them.
11.2 All documents supplied by Nubis, such as (digital) reports, recommendations, designs, checklists, templates, software, applications etc. are solely intended to be used by the client. The client may not disclose and/or reproduce any information received from Nubis in any form whatsoever, unless Nubis gave written consent to the said disclosure and/or reproduction.
11.3 Nubis reserves the right to use the knowledge acquired in the performance of the work for other purposes, in so far as no confidential information is communicated to third parties.
Article 12 Liability
12.1 Each liability of Nubis, including for trading losses, other (indirect) damages, including consequential damages, lost profit and/or turnover, lost savings and losses due to business interruptions or liability towards third parties is excluded, except if Nubis acted with intent or gross negligence in the performance of the contract.
12.2 The client shall carry full responsibility for the quality of goods that it has delivered. Without prejudice to the other provisions of these terms and conditions, Nubis shall not be liable for damages as a result of any defect in the goods supplied by the client. 12.3 If the Court is of the opinion that Nubis is not able to rely on the provisions of the previous paragraphs, Nubis' liability shall at all times be limited to the value of the invoice, excluding turnover tax, for the work from which the liability arises, or at least to that part of the invoice value to which the liability relates. Nubis' liability shall in any event always be limited to the amount paid by its insurer, where applicable.
Article 13 Other provisions
13.1 The parties are held to handle facts and circumstances, which come to the knowledge of the parties in the context of the agreement and/or the contract, confidentially. Third parties involved in the implementation of the agreement shall be bound to the same confidentiality regarding such facts and circumstances pertaining to the client.
13.2 Nubis reserves the right to amend and/or supplement its general terms and conditions. Amendments of and additions to the general terms and conditions also apply to existing agreements.
13.3 If one or more provisions of these general terms and conditions are or shall be invalid or nullified, the other provisions shall remain in full force and effect. The parties undertake to replace an invalid or nullified provision by a valid provision that approaches the invalid or nullified provision as closely as possible.
13.4 The agreement and any agreements ensuing from it are governed by Dutch law. The competent court of the district in which Nubis holds its registered office is exclusively competent to take cognizance of the disputes between Nubis and the client.
13.5 These General Terms and Conditions were filed with the Chamber of Commerce under number 54808235. The terms and conditions can also be sent free of charge on request. The terms and conditions can also be consulted at and downloaded from the website of Nubis (https://nubisonline.com).