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1 • Definitions

In these general conditions, the following terms are used in the following context, to the extent that the nature or intent of these provisions does not dictate otherwise.

1.1 Agreement: any Agreement entered into between BRANDSPARENCY and the Client, by which BRANDSPARENCY has committed to the Client to provide services, fulfill Work, sell and/or deliver Products.

1.2 BRANDSPARENCY: the user of these general terms and conditions, based in the Netherlands.

1.3 Client: the natural or legal person, at least acting in the exercise of a profession or business, with whom BRANDSPARENCY has entered into or intends to enter into an Agreement.

1.4 Products: all items to be designed, developed and/or delivered to the Client under the Agreement, such as, but not limited to, printed matter, online/offline marketing materials and websites and/or web apps.

1.5 Work means all Work to be fulfilled or services to be provided under the Agreement by or on behalf of BRANDSPARENCY, such as, but not limited to graphic design and production work, content management, marketing services and media buying.

1.6 Written: both traditional Written communication and communication by e-mail.

2 • Applicability

2.1 These general terms and conditions shall apply to any offer, invoice and other document of BRANDSPARENCY and any Agreement entered into.

2.2 These general terms and conditions also apply to Agreements for the execution of which third parties could be involved.

2.3 The applicability of the Client's general or other terms and conditions is expressly excluded.

2.4 The provisions of these general conditions may only be deviated from in Writing. If and insofar as that which the parties have expressly agreed in Writing deviates from the provisions of these general conditions, that which the parties have expressly agreed in Writing shall apply.

2.5 Annulment or nullity of one or more of the present terms and conditions shall not affect the validity of the remaining clauses. In such a case, the parties shall be obliged to enter into mutual consultation in order to reach a substitute arrangement in respect of the affected clause. The purpose of the original terms and conditions will be taken into account as far as possible.

3 • Offer and formation of the Agreement

3.1 Unless a period for acceptance is specified in Writing, any offer made by BRANDSPARENCY is without obligation.

3.2 Offers made by BRANDSPARENCY do not automatically apply to follow-up Agreements.

3.3 The Client cannot derive any rights from an offer based on incorrect or incomplete data provided by the Client. Similarly, the Client cannot derive any rights from an offer of BRANDSPARENCY that contains an obvious error or mistake.

3.4 The Agreement is established by offer and acceptance. If the Client's acceptance differs from BRANDSPARENCY's offer, the Agreement will not be established in accordance with this differing acceptance, unless BRANDSPARENCY indicates otherwise.

3.5 A quotation does not oblige BRANDSPARENCY to fulfill any part of the offer at a corresponding part of the quoted price.

3.6 If the Client concludes the Agreement (also) on behalf of another natural or legal person, he declares by entering into the Agreement that he is authorized to do so. In addition to this (legal) person, the Client is jointly and severally liable for the fulfillment of the obligations under that Agreement.

4 • Information obligation of the Client

The Client shall be required to provide to BRANDSPARENCY in a timely manner all data which BRANDSPARENCY indicates to be necessary, or which the Client should reasonably understand to be necessary for the execution of the Agreement. If the data necessary for the execution of the Agreement are not provided to BRANDSPARENCY in a timely manner, BRANDSPARENCY shall be entitled to suspend the execution of the Agreement and/or to charge the additional costs resulting from the delay to the Client at the usual rates.

5 • Fulfillment of the Agreement (general)

5.1 BRANDSPARENCY shall fulfill Agreements to the best of its knowledge and ability and in accordance with the highest professional standards. However, insofar as the nature and/or scope of the obligation does not imperatively prevent it, BRANDSPARENCY shall only undertake an obligation of best efforts. For instance, with regard to marketing campaigns, BRANDSPARENCY cannot guarantee that the results are achieved that the Client intends to achieve by entering into the Agreement.

5.2 If it has been agreed that the Agreement will be fulfilled in phases, BRANDSPARENCY may suspend the fulfillment of those parts belonging to a subsequent phase until the Client has approved in Writing the results of the preceding phase.

5.3 If, within the scope of the Agreement, Work is fulfilled at the Client's location, or another location designated by the Client, the Client shall ensure that the persons employed by BRANDSPARENCY have free access to the facilities reasonably required at that location.

6 • Deadlines en third parties

6.1 BRANDSPARENCY shall at all times endeavour to meet the execution and/or delivery deadlines agreed between the parties. However, all deadlines stated by BRANDSPARENCY are to be considered as indicative, non-fatal deadlines only. Defaults of BRANDSPARENCY shall not take effect until the Client has given BRANDSPARENCY Written notice of defaults whereby the Client gives BRANDSPARENCY a reasonable period of time to fulfill the Agreement and the fulfillment has still not been effected after the expiry of the latter period.

6.2 Agreed deadlines shall not start until after BRANDSPARENCY has received from the Client all information required for the execution of the Agreement.

6.3 BRANDSPARENCY shall at all times be entitled to entrust all or part of the execution of the Agreement to third parties. The applicability of articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is excluded.

7 • Design orders and production

7.1 The specifications of Products to be designed and/or manufactured and/or printed stated in the offer or in draft designs may deviate from what is actually delivered in minor points. Such minor deviations include all minor deviations in specifications, including colors, sizes, quantities and weights that the Client should reasonably tolerate. The presence of such deviations shall not provide the Client with any ground to suspend its obligations under the Agreement, to dissolve the Agreement in whole or in part, or to claim damages or any other compensation.

7.2 Delivered final designs are deemed to comply with the Agreement if they have been manufactured and/or printed in accordance with the draft designs approved by the Client, or in the absence of draft designs, the order specifications provided by the Client.

8 • Delivery of physical products

8.1 If physical, non-digital Products, such as, but not limited to, brochures, advertisements, billboards or street advertising, are delivered to the Client or a third party designated by the Client as part of the Agreement, this article shall apply, without prejudice to the provisions of the rest of these general terms and conditions.

8.2 Unless expressly agreed otherwise, delivery of the Products shall take place by delivery to the delivery address provided by the Client. In the absence of the delivery address, the billing address shall be considered the delivery address.

8.3 Unless expressly agreed otherwise, BRANDSPARENCY shall determine the method of transportation and packaging of the Products, except if the Products are shipped by a supplier or third parties.

8.4 Risk of loss and damage to the Products shall pass to the Client at the time the Products are received by the Client or a third party designated by the Client.

8.5 The Client shall be obliged to take delivery of the Products purchased at the time they are at its disposal or delivered to it. If the Client refuses to take delivery, for whatever reason, or is negligent in providing information or instructions necessary for delivery, the Products shall be stored at the expense and risk of the Client after BRANDSPARENCY has warned it to do so. In such case, the Client shall owe reasonable costs for storage of the Products in addition to the purchase price.

8.6 BRANDSPARENCY is permitted to deliver orders in parts. If orders are delivered in parts, BRANDSPARENCY is entitled to invoice each part separately.

9 • Domain name registration and hosting

9.1 BRANDSPARENCY can mediate the registration of a domain name and can file the application for the relevant domain name with the authority responsible for it. BRANDSPARENCY shall not be liable for any application not accepted by such authority.

9.2 The period within which the requested domain name will be active depends on third parties. The periods stated by BRANDSPARENCY in this regard are only indicative. The Client can never derive any rights from them.

9.3 After BRANDSPARENCY has registered a domain name for the Client, the Client is fully responsible for the use of the domain. The Client shall indemnify BRANDSPARENCY against any third party claim in connection with the registration and use of such domain name.

9.4 Unless otherwise agreed in Writing, the Agreement regarding hosting and domain name registration shall be entered into for the duration of one year.

9.5 After expiration of the agreed term, the Agreements referred to in paragraph 4 will always be tacitly renewed for a term equal to the original term, unless the Agreement is timely terminated in accordance with paragraph 6.

9.6 Notice of termination must be given in Writing with two months' notice.

9.7 If the Client's notice of termination is not received in a timely manner, the Agreement shall terminate on the next possible termination date.

9.8 If, after repeated requests, the Client does not comply with its payment obligation, BRANDSPARENCY shall be entitled to suspend or terminate the Agreements referred to in paragraph 4 with immediate effect, without prejudice to its right to claim fulfillment of the Agreement. In case of suspension, the fulfillment of the Agreement shall not resume until the payment due in full has been made. The suspension of BRANDSPARENCY's services shall not be lifted until the Client has fulfilled its obligations within a period set by BRANDSPARENCY.

9.9 After expiration of the agreed duration, BRANDSPARENCY shall always be entitled to change the agreed price regarding hosting and domain name registration. BRANDSPARENCY shall notify the Client of any price increase no later than two months before it becomes effective.

10 • Modification of orders and additional work

10.1 If during the execution of Work it appears that for a proper completion thereof it is necessary to amend or supplement the Agreement, the parties will proceed to amend the Agreement in good time and in mutual consultation. If the nature, scope and/or content of the Agreement is changed qualitatively and/or quantitatively, this may affect what was originally agreed. As a result, the originally agreed price may be increased or decreased. BRANDSPARENCY will give as much advance notice as possible.

10.2 In case of additions or changes to what has been agreed by the Client, the related additional costs shall be borne by the Client. BRANDSPARENCY shall inform the Client in good time of the necessity to pass on the referred costs, unless the Client should have understood this necessity by itself.

10.3 An amendment to the Agreement may change the originally specified period of execution. The Client accepts the possibility of amending the Agreement, including the change in price and term of execution. If the Agreement is amended or supplemented, BRANDSPARENCY shall be entitled to fulfill it only after the Client has agreed to the adjusted price and other conditions, including the time to be determined when the Work will be fulfilled. Failure to fulfill or not immediately fulfill the amended Agreement shall also not constitute a shortcoming on the part of BRANDSPARENCY and shall not constitute grounds for the Client to terminate the Agreement.

10.4 If, after the conclusion of the Agreement, cost price increasing circumstances arise or come to light, which can be attributed to the Client on the basis of incorrect data provided by him, the additional costs shall be borne by him, unless BRANDSPARENCY should have discovered the inaccuracy of the data provided by the Client, prior to determining the price. BRANDSPARENCY shall inform the Client in a timely manner of the need to pass on the referred costs.

10.5 Without being in default, BRANDSPARENCY may refuse a request to amend the Agreement if fulfillment of the amended Agreement cannot reasonably be required.

10.6 Agreements for additional work shall, subject to the provisions of the remainder of this article, take place in consultation and shall be agreed in Writing as far as possible.

11 • Complaints and warranty

11.1 For a period of fourteen days after delivery or completion, the Client shall be entitled to notify in Writing, stating reasons, any alleged defects. If BRANDSPARENCY considers a complaint in this respect well- founded, BRANDSPARENCY shall try to remedy the defects in consultation with the Client. If no defects are reported to BRANDSPARENCY within the period referred to in the first sentence, it shall be deemed that the (delivered) goods have been approved by the Client and any possibility of complaint shall lapse. Incorrect information provided by the Client leading to defects in the product or service delivered shall not constitute grounds for complaint.

11.2 Complaints do not suspend the Client's obligations.

11.3 The Client only claims the supplier's warranty, if any, provided by the supplier of the Products, which is transferred to the Client.

11.4 Without prejudice to the expressly stipulated warranty conditions, any warranty provided shall in any case lapse if a defect is the result of an external cause or is otherwise not attributable to BRANDSPARENCY or its suppliers. This includes, but is not limited to defects resulting from damage, improper or injudicious use and use contrary to the operating instructions or other directions given by or on behalf of BRANDSPARENCY.

11.5 In order to validate its possible warranty claim, the Client must complain to BRANDSPARENCY in this regard within one month of the discovery of the defect.

11.6 Delivered physical Products may be returned to BRANDSPARENCY only with prior Written consent. Return of the Products shall be at the expense of the Client.

12 • Force majeure

12.1 BRANDSPARENCY is not obliged to fulfill any obligation under the Agreement if and for as long as it is hindered to do so by a circumstance that cannot be attributed to it under the law, a legal act or generally accepted practice.

12.2 If the force majeure situation makes the fulfillment of the Agreement permanently impossible, or lasts or will last for more than three months, the parties are entitled to dissolve the Agreement with immediate effect.

12.3 If BRANDSPARENCY has already partially fulfilled its obligations when the force majeure situation arises, or can only partially fulfill its obligations, BRANDSPARENCY shall be entitled to separately invoice the part of the Agreement that has already been fulfilled, or the executable part of the Agreement as if it were an independent Agreement.

12.4 Damage resulting from force majeure shall never be eligible for compensation.

13 • Suspension and dissolution

13.1 BRANDSPARENCY is authorized, if the circumstances warrant it, to suspend the fulfillment of the Agreement or to terminate the Agreement with immediate effect, if the Client does not fulfill the obligations under the Agreement, or does not fulfill them in a timely or complete manner, or if after the conclusion of the Agreement BRANDSPARENCY becomes aware of circumstances that give good reason to fear that the Client will not fulfill its obligations.

13.2 If the Client is in a state of bankruptcy, any attachment is levied on its assets, or in cases where the Client is otherwise unable to freely dispose of its assets, BRANDSPARENCY shall be entitled to terminate the Agreement with immediate effect, unless the Client has already provided adequate security for the payment(s).

13.3 Furthermore, BRANDSPARENCY shall be entitled to terminate the Agreement if circumstances arise which are of such a nature that fulfillment of the Agreement is impossible or its unaltered maintenance cannot reasonably be required of it.

13.4 The Client shall never claim any compensation in connection with the right of suspension and termination exercised by BRANDSPARENCY pursuant to this Article.

13.5 Insofar as it can be attributed to him, the Client shall be obliged to compensate BRANDSPARENCY for the damage suffered by BRANDSPARENCY as a result of the suspension or termination of the Agreement.

13.6 If BRANDSPARENCY terminates the Agreement under this article, all claims against the Client shall be immediately due and payable.

14 • Prices and payments

14.1 All prices quoted by BRANDSPARENCY are exclusive of sales tax (VAT), unless otherwise expressly stated in Writing.

14.2 If after the conclusion of the Agreement increases occur in VAT rates or other governmental levies, BRANDSPARENCY shall be entitled to change the agreed prices accordingly.

14.3 BRANDSPARENCY is further entitled to pass on to the Client any price increases of cost-determining factors that manifest themselves after the conclusion of the Agreement.

14.4 Media buying prices may be changed by BRANDSPARENCY up to 24 hours prior to order placement. Of such a price change, BRANDSPARENCY shall notify the Client by e-mail in a timely manner.

14.5 Changes in agreed prices, other than those referred to in paragraphs 2, 3 and 4 of this article, shall be announced by BRANDSPARENCY at least thirty days in advance. Without prejudice to the provisions of article 9.9, the Client shall be entitled to terminate the Agreement from the moment the adjusted rates take effect.

14.6 BRANDSPARENCY shall at all times be entitled to demand full or partial payment of the agreed price by way of prepayment. The obligation of full prepayment may possibly apply to orders relating to the delivery of websites, in which case the Client shall make payment within 21 days after invoice date.

14.7 BRANDSPARENCY shall not be required to (further) fulfill the Agreement until the advance payment claimed has been received by BRANDSPARENCY.

14.8 Unless expressly agreed otherwise, all payments shall be made by bank transfer, within 21 days as specified in the invoice, in the manner prescribed by BRANDSPARENCY.

14.9 If payment is not made on time, the Client shall be in default by operation of law. From the day on which the default starts, the Client shall owe interest of 1% per month on the outstanding amount, whereby a part of a month shall be regarded as a full month.

14.10 Complaints regarding invoice amounts never suspend the Client's payment obligation.

14.11 In case of liquidation, bankruptcy or suspension of payments of the Client, the claims against the Client shall be immediately due and payable.

14.12 All reasonable costs, both judicial, extrajudicial and execution costs, including the costs for, among others, collection agencies and lawyers, to obtain amounts owed by the Client shall be borne by him.

15 • Liability and indemnification

15.1 Except in case of intent and deliberate recklessness of BRANDSPARENCY, BRANDSPARENCY shall never be liable for damages resulting from loss, confusion or damage of data and other information. BRANDSPARENCY shall never be liable for damages resulting from third party breaches of websites, other software and e-mail account(s) provided by BRANDSPARENCY, whether or not resulting from insufficient security of such e-mail accounts, websites, other software or parts thereof.

15.2 BRANDSPARENCY shall never be liable for damages for which the supplier of the Products bears product liability.

15.3 BRANDSPARENCY shall not be liable for damages resulting from maintenance to be made on servers and other systems on which BRANDSPARENCY's services depend.

15.4 BRANDSPARENCY shall not be liable, barring intent and willful recklessness of BRANDSPARENCY, for damages resulting from programming errors within websites and/or other software. Furthermore, BRANDSPARENCY shall not be liable for viruses or other harmful components that cause damage to the hardware or software of the Client or third parties.

15.5 BRANDSPARENCY makes reasonable efforts to secure the delivered software and its systems against any form of unlawful use by third parties. However, BRANDSPARENCY shall never be liable for infringement of (intellectual property) rights of the Client by third parties.

15.6 To the extent that BRANDSPARENCY relies in the context of the Agreement on the collaboration and/or services and/or supplies of third parties, over which BRANDSPARENCY has little or no control, BRANDSPARENCY cannot be held liable in any way for any damages whatsoever arising from these relationships with BRANDSPARENCY or the severance thereof, regardless of whether such damages arise or become apparent during the relationship with BRANDSPARENCY.

15.7 In case of attributable failure to fulfill the Agreement, BRANDSPARENCY shall only be liable for replacement damages up to the invoice amount. Any liability of BRANDSPARENCY for any other form of damages is excluded, including compensation for indirect and consequential damages, including damages for losses suffered, lost sales or profits and business interruption.

15.8 The Client should be aware that information sent over the internet may be overheard by third parties. BRANDSPARENCY cannot be held liable for damage in any form caused by the transmission of confidential or secret information.

15.9 BRANDSPARENCY shall not be responsible and liable for the content of material provided by the Client and posted on the Client's website.

15.10 The Client shall promptly notify BRANDSPARENCY in Writing of any changes in the Client's details as far as reasonably required within the framework of the Agreement. If the Client fails to do so, the latter shall be fully liable for any damage caused thereby and suffered by BRANDSPARENCY.

15.11 BRANDSPARENCY shall not be liable for damage caused to delivered websites and other software by the Client or third parties in an apparent attempt to maintain them.

15.12 In the event of a claim by the Client based on failures of third parties engaged by BRANDSPARENCY, the Client shall make every effort to reach an amicable resolution of the dispute with such third parties. If the Client wishes to initiate legal proceedings on the basis of such a claim, it must, to the exclusion of BRANDSPARENCY, sue such third party in court before validating any rights it may have against BRANDSPARENCY.

15.13 BRANDSPARENCY bears no liability for damage caused by improper or injudicious use by the Client or third parties of the Products supplied by BRANDSPARENCY.

15.14 The Client shall bear the damage caused by:
• an inaccuracy in the data provided by the Client;
• any other failure in the fulfillment of the Client's obligations under the law, the Agreement or these General Terms and Conditions;
• any other circumstance that cannot be attributed to BRANDSPARENCY.

15.15 If, despite the provisions of these general terms and conditions, liability exists, only direct damage is eligible for compensation. Direct damage means exclusively:
• the reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage eligible for compensation within the meaning of these general terms and conditions;
• any reasonable costs incurred to have the faulty fulfillment of BRANDSPARENCY meet the Agreement, to the extent that these can be attributed to BRANDSPARENCY;
• reasonable costs incurred to prevent or limit damage, to the extent that the Client proves that these costs have led to a limitation of damage that qualifies for compensation under these terms and conditions.

15.16 In no event shall the liability of BRANDSPARENCY exceed the amount paid in respect of the relevant case under BRANDSPARENCY's liability insurance policy, if any.

15.17 Without prejudice to the other provisions of these general terms and conditions, the limitation period for all claims and defenses against BRANDSPARENCY shall be one year.

15.18 Except in the case of intent or deliberate recklessness of BRANDSPARENCY, the Client shall indemnify BRANDSPARENCY against all claims by third parties, for whatever reason, for compensation of damages, costs or interest, related to the fulfillment of the Agreement by or on behalf of BRANDSPARENCY, as well as the use of the Products delivered by or on behalf of BRANDSPARENCY.

15.19 Within the services of BRANDSPARENCY, third party services may be used. As a result, terms and conditions, Privacy and Cookie Policies of such third parties may also apply. BRANDSPARENCY is not responsible for the terms and conditions of these third parties, nor any changes thereto. The Client may not assert any claims against BRANDSPARENCY in this regard.

16 • Confidentiality

16.1 Except as provided in the following article, BRANDSPARENCY shall not disclose any personal data of the Client to third parties without a legal obligation to do so. This also applies to any other confidential information provided to BRANDSPARENCY for the purpose of fulfilling an Agreement.

16.2 BRANDSPARENCY is free to refer to the delivered products to the Client as references for promotional purposes, unless expressly agreed otherwise.

16.3 BRANDSPARENCY reserves the right to place a discreet reference to BRANDSPARENCY's website and other software, on a delivered website, unless expressly agreed otherwise.

16.4 BRANDSPARENCY reserves the right to use the knowledge gained by the fulfillment of Work for other purposes, as long as no confidential information is brought to the knowledge of third parties.

17 • Retention of title and right of use

17.1 The Client shall only become the owner of, or obtain the right to use, delivered Products and fulfilled Work, once it has fulfilled all its (financial) obligations towards BRANDSPARENCY.

17.2 The Client is not allowed to sell, pledge or in any other way encumber Products subject to the retention of title, except to the extent this should be deemed permissible in the context of its normal business operations.

17.3 If third parties seize Products subject to retention of title, or wish to establish or assert rights to them, the Client shall be obliged to notify BRANDSPARENCY thereof as soon as possible.

17.4 In case the retention of title relates to physical Products, the Client gives unconditional permission to BRANDSPARENCY or third parties designated by BRANDSPARENCY, to enter all those places where the Products subject to retention of title are located. In case of default of the Client, BRANDSPARENCY shall be entitled to take back the referred Products. All reasonable costs related thereto shall be borne by the Client.

18 • Intellectual property

18.1 BRANDSPARENCY, or its licensors, reserves the intellectual property to all designs and/or Products manufactured and/or printed and/or supplied by them, in whatever form. The Client is not allowed to duplicate, reproduce or use the designs or parts thereof and/or Products in any way other than as provided for in the Agreement.

18.2 The ownership of ideas, concepts or (concept) designs provided by BRANDSPARENCY shall remain fully vested in BRANDSPARENCY, unless otherwise expressly agreed in Writing. In the latter case, BRANDSPARENCY may stipulate a fee for this. In case of proven violation of said ownership, BRANDSPARENCY shall be entitled to charge a reasonable fee for such violation.

19 • Modification of these general terms and conditions

19.1 BRANDSPARENCY reserves the right to amend or supplement these general terms and conditions.

19.2 Amendments shall also apply with respect to Agreements already concluded subject to a period of thirty days after Written notification of the amendments.

19.3 If the Client does not agree with the amended general terms and conditions, it shall be entitled to terminate the Agreement as of the amendment date of the general terms and conditions or within seven days from the date of receipt of the amendment to the general terms and conditions, if such receipt date is after the effective date of the amendment, unless BRANDSPARENCY still indicates its intention to continue the Agreement under the originally agreed conditions.

20 • Final provisions

20.1 Neither BRANDSPARENCY nor the Client shall be entitled to assign their rights or obligations under the Agreement to a third party without the prior Written consent of the other party.

20.2 Each Agreement and all legal relationships arising therefrom between the parties shall be governed exclusively by Dutch law.

20.3 The parties will only appeal to the courts after they have made the best efforts to settle the dispute by mutual agreement.

20.4 All disputes arising directly or indirectly from or related to the Agreement may be brought exclusively before the competent court in the Netherlands. Unless proven otherwise, the administrative records of BRANDSPARENCY shall be decisive in this respect.

20.5 The Dutch text of these general conditions shall always be decisive for their interpretation.