GENERAL TERMS AND CONDITIONS NEW SALES COMPANY B.V.
These General Terms and Conditions of New Sales Company consist of:
A general section applicable to all services and products to be provided by New Sales Company;
Chapter 2 to 5:
Additional terms and conditions that apply only to the services mentioned in the chapter.
Chapter 1. General Provisions
Article 1 Definitions
In these General Terms and Conditions, the following terms, always marked with a capital letter, shall have the following meanings:
1.1. Advertisement: a banner, button or other (visual) material intended to promote the Client and/or its products or services, including a hyperlink to the Website;
1.2 General Terms and Conditions: these General Terms and Conditions, irrespective of the form in which they are expressed;
1.3 Own Content: the texts, visual materials, logos, client details and lead data, marketing and sales materials and other materials originating from the Client to be used in the context of the Service;
1.4 Dashboard: a secure and protected environment in which the Client can view the results of the Service;
1.5 Service: all work and activities of NSC that are a subject of the Agreement, including sales, acquisition, lead generation and advertising services and Training aimed at sales and acquisition;
1.6 Intellectual Property Rights: all rights of intellectual property and related rights, such as copyright, trademark rights, patent rights, design rights, trade name rights, database rights and neighbouring rights, as well as rights to know-how;
1.7 Media: the websites or other media to be designated by NSC on which the Advertisement is placed;
1.8 NSC: New Sales Company BV (also trading under the name Prospectherkenning), having its registered office at Rubberstraat 9, 1411 AL Naarden;
1.9 Client: the legal entity or the natural person with whom NSC has entered into an agreement;
1.10 Agreement: the agreement between the Client and NSC on the basis of which NSC provides a Service to the Client;
1.11 Report: a report containing the results of the Service, such as campaign or sales reporting;
1.12 Training: training, courses, workshops or other forms of training in the field of sales, marketing and acquisition;
1.13 Website: the website of the Client.
Article 2 Applicability General Terms and Conditions
2.1 The General Terms and Conditions shall apply to, and form part of, all offers, quotations, agreements and other legal acts concerning the provision of Services by NSC to the Client. This applies irrespective of the form of these General Terms and Conditions.
2.2 NSC explicitly rejects the applicability of any general (purchase) conditions of the Client.
2.3 Deviations from the General Terms and Conditions shall only apply if these have been explicitly agreed upon in writing by NSC and the Client.
2.4 NSC shall have the right to amend the General Terms and Conditions. The amendment will be notified to the Client through the website of NSC or in another way. If the Client does not wish to accept the amendment, the Client may terminate the Agreement in writing as of the date on which the amendment takes effect.
Article 3 Formation of the Agreement
3.1 All offers and quotations of NSC shall be without any obligation, unless otherwise indicated in writing by NSC.
3.2 An Agreement shall come into effect when an Assignment of the Client is accepted by NSC or, if earlier, from the moment that NSC executes the Assignment. All Assignments given by the Client shall be binding and cannot be revoked.
Article 4 Performance of Services
4.1 In the performance of the Agreement NSC shall exercise all due care that can reasonably be expected of it. It will make every effort to provide the Service to the best of its ability in accordance with the agreed specifications and within the agreed time frames.
4.2 NSC shall not give any explicit or tacit guarantees, promises or indemnities of any nature whatsoever. In particular, NSC shall not guarantee that:
4.3 NSC may (temporarily) put the Service out of use or limit it, for example for the maintenance or adaptation of the Service. NSC may also improve the Service and always adapt it to the current state of the art and developments in the market. In these cases, the Client shall not be entitled to compensation for damages or termination of the Agreement.
4.4 NSC may use the services of third parties for the performance of the Service. NSC shall furthermore be entitled to transfer its rights and obligations under the Agreement to a third party in connection with a transfer of its business.
4.5 If in the opinion of NSC the performance of the Agreement entails extra work, or if the Client, or possible third parties on the instruction of the Client, request or cause extra work (for example because the Client provides incomplete/incorrect information), NSC may charge the Client for all extra time spent and costs incurred, as the case may be also those of third parties, and the Client shall be obliged to reimburse them.
Article 5 Fees and payment
5.1 All fees to be paid to NSC shall be exclusive of VAT and stated in Euros. The fees may consist of one-off amounts due, monthly or otherwise periodically due amounts and amounts that depend on the use of the Service or the scope of the results delivered (such as views, clicks or leads).
5.2 Once a year, NSC shall be entitled to index prices and fees in accordance with the consumer price index of Statistics Netherlands (Centraal Bureau voor Statistiek).
5.3 NSC shall always be entitled to request advance payment of a fee.
5.4 For the determination of the amount of the fees due, the data from NSC’s administration shall be leading.
5.5 Payment of the invoice by the Client shall take place within 14 days after the invoice date.
5.6 If the Client does not pay any invoice of NSC within the payment term, it will automatically be in default, without any demand or notice of default being required. From that moment on, the Client shall owe interest on the invoice amount in the amount of 1% per month, whereby part of the month will be considered as a whole month.
5.7 If the Client fails to pay the amount due after notice of default, increased by the statutory interest, NSC may assign the claim for collection. In that case the Client shall be obliged to pay all extrajudicial and any judicial costs, in addition to payment of the principal sum and the statutory interest due thereon, explicitly in addition to any judicially ascertained costs. The amount of the extrajudicial costs shall be at least 15% of the principal sum, with a minimum of € 250.
5.8 Any appeal by the Client to suspension, settlement or deduction shall be excluded unless the services provided by NSC are not performed properly.
Article 6 Cooperation of the Client
6.1 The Client shall cooperate in the performance of the Agreement. Among other things, the Client shall provide all data and information required for the provision of the Services in a timely manner, including the Own Content.
6.2 The Client shall guarantee that the data referred to in 6.1 are correct and complete and do not violate (intellectual property) rights of third parties and that the use thereof by NSC is not unlawful (towards third parties). The Client shall fully indemnify NSC for all costs and damages (including damages resulting from claims of third parties) which in any way arise from and/or are related to the use of these data by NSC.
6.3 The Client shall not be entitled to transfer its rights or obligations from the Agreement to third parties or to allow third parties to use them, unless NSC has given its explicit prior written consent.
6.4 The Client shall comply with all guidelines of NSC concerning the use of the Service.
6.5 If the Client makes use of a user name, password or other security device in connection with the Service, the Client shall handle this with care. In case abuse or theft is suspected, the Client shall immediately inform NSC, so that NSC can terminate access to the Service of the Client or take other appropriate measures. The Client shall be liable for all costs and damages related to the unauthorized use of the Service by means of its user name, password or other security device.
6.6 If NSC carries out its activities in whole or in part at the location of the Client or at another external location, the Client shall, without charging any costs, provide a suitable, safe area, provided with all necessary equipment. If certain house rules apply, NSC shall, as far as reasonably possible, adhere to them.
6.7 If the fee to be charged by NSC is dependent on data from the Client’s administration (for example the number of leads or the number of quotations issued by the Client), the Client shall always provide these data to NSC before the 5th of each month. In case of doubt about the correctness of these data, NSC shall be entitled to inspect the relevant books and documents. The Client shall grant NSC access to these relevant books and documents within two working days after receiving a request to that effect from NSC. NSC shall be entitled to make copies thereof for its own administration.
6.8 During the term of the Agreement and for a period of one year after termination of the Agreement, the Client shall not be entitled to hire employees or consultants who, during the term of the Agreement, perform work for NSC or to bind them in any other way (for example as external consultant or advisor).
Article 7. Client details and personal data
7.1 If this has been agreed upon, NSC shall always process personal data, (including client details and IP addresses) on the instruction of the Client, in accordance with the Personal Data Protection Act. The responsibility for this processing lies solely with the Client. In this context NSC shall only act as processor within the meaning of the Personal Data Protection Act.
7.2 The Client shall guarantee to be entitled to process or have processed (and therefore use) the personal data used within the framework of the Service and that this processing is not unlawful. The Client fully indemnifies NSC for all costs and damages (including damages resulting from claims of third parties) which in any way arise from and/or are related to the processing of the personal data in the Service.
7.3 NSC shall implement appropriate technical and organisational measures to protect the personal data against loss or against any form of unlawful processing.
7.4 NSC shall be entitled to anonymise the client details and personal data and subsequently use them on an aggregated and anonymised level within the framework of the Service (i) for research purposes and (ii) in order to be able to optimise the Service.
Article 8 Intellectual Property
8.1 The Intellectual Property Rights to all documentation, software, Reports, Dashboard, Advertisements, sales scripts, training materials and all other materials developed and/or used in preparation or performance of the Service, or resulting therefrom, shall rest exclusively with NSC or its licensors. During the Agreement, NSC shall grant the Client a non-exclusive and non-transferable right to use the said materials as well as the results of the Services within its own company and for the agreed purposes.
8.2 The Intellectual Property Rights on the Own Content which the Client makes available to NSC within the framework of the Agreement shall remain the property of the Client or its licensors. The Client grants NSC the unlimited and unconditional right to use the Own Content for the performance of the Agreement.
8.3 The Client shall guarantee that the materials made available by it do not infringe on the rights of third parties and that he is entitled to make these materials available to NSC. The Client shall fully indemnify NSC against any claims and claims for damages from third parties and shall also indemnify NSC against all costs made by it in connection with these claims and claims for damages.
8.4 The Client shall not be allowed to remove indications of owners with regard to Intellectual Property Rights. The same shall apply to announcements that certain information is of a confidential nature.
Article 9 Confidentiality
9.1 The Parties shall keep all confidential information they receive from the other party completely secret. Confidential information shall in any case include the way of working, methods and techniques underlying the Service, the advice given by NSC to the Client and the Client’s details. The Parties shall also impose this obligation on their employees as well as on third parties engaged by them for the performance of the agreement between the parties.
9.2 Information shall in any case be considered confidential if it has been designated as such by one of the parties.
Article 10 Liability NSC
10.1 The liability of NSC on account of attributable shortcomings in the fulfilment of the Agreement shall be limited to compensation of direct damage suffered by the Client up to a maximum of the amount of the compensation stipulated for the Agreement in question. Under no circumstances shall the total compensation exceed € 5,000 per event, whereby a series of events shall be considered as a single event.
10.2 Direct damage shall exclusively be understood to mean the costs reasonably incurred by the Client to repair or remedy the failure of NSC, so that the performance of NSC does comply with the Agreement, reasonable costs to prevent or limit such damage and reasonable costs to determine the cause and extent thereof.
10.3 Any liability of NSC for indirect damage, including but not limited to consequential damage, loss of profit and loss of turnover, shall be excluded.
10.4 The limitation of liability included in this Article shall not apply to damages attributable to wilful misconduct or gross negligence on the part of NSC or its staff.
Article 11 Term of the Agreement
11.1 The Agreement is entered into for the agreed duration. Thereafter, the Agreement shall always be tacitly renewed for a period of one (1) calendar month.
11.2 NSC may suspend the performance of the Agreement in whole or in part if the Client fails to comply with its obligations under the Agreement, or if NSC has a well-founded fear that the Client cannot comply with its (payment) obligations, without prejudice to any other right to which NSC is entitled. As soon as the Client does comply with the Agreement and/or provides sufficient security for the fulfilment of its obligations, NSC shall lift the suspension.
11.3 Without prejudice to all other rights, the Parties shall be entitled to terminate the Agreement in whole or in part with immediate effect without judicial intervention and without notice of default if the other party:
11.4 Cancellation, suspension or termination of the Agreement shall not release the Client from its payment obligation with respect to Services already provided by NSC. Amounts invoiced by NSC before the termination in connection with what it has already performed or supplied for the performance of the Agreement shall become immediately due and payable at the moment of termination.
11.5 Provisions which by their nature are intended to endure beyond the termination of the Agreement will continue to do so.
11.6 Immediately after termination of the Agreement, for whatever reason, the Client shall cease the use of the Service and shall destroy or return all materials made available by NSC within the framework of the Service.
Article 12 Disputes
12.1 The Agreements are governed by Dutch law. The competent court in the district of Midden-Nederland shall have exclusive jurisdiction over all disputes arising from or relating to the Agreements.
Chapter 2. Additional conditions New Sales Company
In addition to the terms and conditions in Chapter 1, the following additional conditions apply to New Sales Company (Articles 13 to 15).
Article 13 Placement of Advertisement
13.1 NSC shall at all times do its utmost to place the Advertisement in the agreed Media.
13.2 The Client is itself responsible for the Own Content including the content of the Advertisement to be used within the framework of the Service and shall always verify whether the content of the Advertisement (and the consequences thereof) is in line with the purpose of the Agreement.
13.3 The Advertisement shall always comply with the specifications and requirements communicated by NSC. These specifications and requirements may change during the term of the Agreement. NSC shall inform the Client of such a change in good time.
13.4 At all times, NSC reserves the right to refuse, remove, not further distribute or modify an Advertisement through the Service without prior notice, without the Client being entitled to any compensation. NSC shall inform the Client thereof as soon as possible. The foregoing may happen for example if NSC suspects that the content of the Advertisement is unlawful and/or violates (intellectual property) rights of third parties.
13.5 NSC may request the Client to check the Advertisement. If NSC makes such a request, the Client shall report any changes to NSC within 2 (two) working days after receipt thereof. Thereafter the Advertisement shall be considered as definitively accepted by the Client. These changes can only relate to factual inaccuracies in the text of the Advertisement.
Article 14 Reporting
14.1 As part of the Service, NSC shall periodically provide the Client with Reports which, if agreed upon, can be made available to the Client via the Dashboard. The Reports may consist of an overview of the results of the Advertisement, the Media, any conversion and sales figures and the results originating from the cookies or other retargeting technologies used for the Client, depending on the agreed Service.
Article 15 Retargeting and cookies
15.1 If agreed, the Service uses so-called retargeting / remarketing technologies, including cookies. This technology allows visitors to the Website to be tracked on third party websites that subsequently display Advertisements. The technology can also analyse the interests of visitors to the Website on an anonymised level.
15.2 The Client is aware and agrees that the use of these retargeting / remarketing technologies is subject to the provisions laid down in Article 11.7A of the Telecommunications Act (Cookie Provision). The Client therefore guarantees that the use of these retargeting / remarketing technologies is in line with Article 11.7A of the Telecommunications Act and that it has obtained proper permission from the visitor of its Website. The Client fully indemnifies NSC against all costs and damages (including damages resulting from claims of third parties) arising in any way from and/or related to the use of the retargeting / remarketing technologies in the Service.
Chapter 3. Additional condition Prospectherkenning
In addition to the Terms and Conditions in Chapter 1 (General Provisions) the following additional Terms and Conditions shall apply to the Prospectherkenning Service (Prospect Recognition Service) (Articles 16 to 18).
Article 16. Licence for use of software
16.1 Before being able to use the Service, the Client shall integrate the software provided by NSC into its Website in the manner to be indicated by NSC.
16.2 During the term of the Agreement, NSC shall grant the Client a non-exclusive and non-transferable right to use this software, in accordance with these General Terms and Conditions and the Agreement and exclusively within the framework of the Service. After termination of the Service, the Client shall remove the software and may no longer use it.
16.3 The Client shall not make the software provided by NSC available to third parties nor operate, disclose or reproduce it in any other way (commercially).
Article 17. IP addresses and Cookies
17.1 The Client is aware and agrees that in the context of the Service IP addresses of visitors to the Website are collected and use is made of cookies and similar technologies.
Article 18. Access to Dashboard
18.1 As part of the Service, NSC shall make a Dashboard available to the Client online (remotely). The Client may gain access to this Dashboard by means of an access code, password or other security device. Through this Dashboard the Client shall be able to view the Reports drawn up by NSC.
18.2 The Client is aware of and agrees that the operation and accessibility of the Dashboard shall also depend on the functioning of the computer systems and (internet) connections used by the Client. NSC shall not be liable for any temporary or permanent malfunctioning thereof.
Chapter 4. Additional conditions Training
In addition to the Terms and Conditions of Chapter 1, the following additional conditions shall apply to the Training to be given by NSC (Article 19).
Article 19. Training
19.1 Cancellation of the Training can only be effected in writing or by email. The cancellation date shall be the date of receipt of the letter by NSC or the date of receipt of the email of the Client.
19.2 The Client shall owe the following in case of cancellation:
19.3 If the Client wishes to have a substitute participate in the Training instead of the specified course participant, it shall report this to NSC no later than one week before the start date. In that case the Client shall owe administration costs in the amount of € 60 in addition to the agreed rate for the Training.
19.4 If the number of applications for the Training is insufficient, NSC shall be entitled to cancel the Training, without being obliged to compensate any damage or costs. The Client shall then be entitled to reimbursement of the fee it has already paid for the Training.
19.5 NSC shall be entitled to change the date of the Training. The new date shall be communicated to the Client by email. If the Client is unable to attend this new date, it may cancel the Training free of charge within 14 days after receipt of the email in which the changed date is announced.
19.6 The Training shall be given during regular office hours at the location designated by the Client. In this context regular office hours shall be Monday to Friday between 9.00 a.m. and 5.00 p.m., with the exception of Dutch public holidays. In the unlikely event the Training takes place outside office hours, NSC shall be entitled to charge a surcharge of 50% on the agreed (hourly) rate for the part of the Training that took place outside regular office hours.
19.7 Unless otherwise agreed, the fees are exclusive of travel time and exclusive of travel and accommodation costs. These costs shall be charged separately by NSC to the Client. Travel time shall be calculated on the basis of 50% of the hourly rate of the trainer. The travel and accommodation costs shall be calculated on the basis of the standard fees used by NSC.
Chapter 5. Additional conditions Consultancy and Interim Services
In addition to the Terms and Conditions of Chapter 1, the following additional conditions shall apply to consultancy and interim services (Article 20).
Article 20. Consultancy and Interim
20.1 The consultants to be deployed by NSC shall have the qualifications agreed upon with NSC in writing.
20.2 If the Parties have agreed that the Service will be provided by a certain consultant of NSC, NSC shall at all times be entitled to replace this consultant, after consultation with the Client, by another consultant with comparable qualifications and expertise.
20.3 The consultants shall carry out their work during regular office hours at the location designated by the Client. In this context regular office hours shall be Monday to Friday between 9.00 a.m. and 5.00 p.m., with the exception of Dutch public holidays. If the consultants perform work outside office hours, NSC shall be entitled to charge a surcharge of 50% on the agreed (hourly) rate for the hours worked outside the office hours.
20.4 Unless otherwise agreed, the fees shall be exclusive of travel time and exclusive of travel and accommodation costs. These costs shall be charged separately by NSC to the Client. Travel time shall be calculated on the basis of 50% of the hourly rate of the consultant. The travel and accommodation costs shall be calculated on the basis of the standard fees used by NSC
Jacob - Managing Partner
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