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Terms and Conditions Gladonmedia
Article 1. Definitions
In these Terms and Conditions, the following definitions shall apply:
1a ‘Contractor’ shall be understood to mean Gladonmedia, established in Zwanenburg, KvK number
1b The ‘Client’ shall mean any legal person or entity that wishes to conclude or has concluded an
agreement with Gladonmedia as well as its representatives.
1c Agreement: every agreement between Contractor and Client, as well as all (legal) acts in
preparation and execution thereof;
1d Products: all goods and services directly related to the delivery of those goods that are the subject
of an Agreement;
Article 2. Applicability
The Conditions are part of all Agreements and apply to all related (legal) acts of the parties.
Contractor explicitly rejects applicability of general terms and conditions of Client. If the parties
conclude a service agreement with respect to the Products, this service agreement shall also be
subject to the following, depending on the type of Products.
2a These general conditions apply to all offers and agreements that
relate to products, goods and services offered by Contractor.
2b The applicability of any general terms and conditions used by Client
is explicitly rejected.
2c Contractor is entitled to unilaterally amend these general terms and conditions. These
amendments shall also apply to agreements running at the time of the amendments. Amendments
shall be announced to the Client by e-mail and shall take effect thirty (30) days after
2d If any provision of the agreement or the general conditions turns out to be void or
is annulled, this shall not affect the validity of the entire Agreement.
Article 3: Quotations
3a All quotes from the Contractor are without obligation unless expressly stated otherwise in writing.
3b All quotations are valid for thirty (30) days unless otherwise indicated. Quotations
must be confirmed in writing by Client within this period before Contractor accepts the order.
3c Client grants to Contractor for the duration of the project the exclusive right to fulfill the assigned assignment.
Article 4: Project execution
4a The Contractor will execute the quoted project to the best of his knowledge and ability and will make every effort to perform the work properly, but cannot guarantee that the work will achieve the desired result for Client.
4b Client shall ensure that all data which Contractor indicates that are necessary for the proper performance of the Agreement, are provided to the Contractor in good time.
Contractor in good time. If the data required for the performance of the Agreement are not provided to Contractor on time, Contractor shall be entitled to suspend the performance of the Agreement and/or to suspend the extra costs resulting from the delay to Client.
4c The Contractor is entitled to have work performed by third parties without the Client’s
Article 5: Delivery
5a If a deadline has been agreed on for the completion of certain work, then
this is only an indicative period and not a deadline. This also applies to the start date;
this is a target date and not a ‘hard’ date from which rights can be derived.
5b If Contractor expects not to meet a delivery deadline, he will notify Client of this as soon as possible.
Article 6: Reporting
6a At the Client’s request, the Contractor will provide a concise summary of the work (withoutrecording hours) to the Client. Reporting will take place in accordance with the project proposal as quoted. If there is no method of reporting specified, reporting shall be done once per month by email.
Article 7: Modification of the project scope
7a If during the execution of the agreement, it appears that for the proper execution of the project, it’s necessary to change or supplement the agreed work, the parties will timely and in mutual consultation adjust the content and/or scope of the project and adjust.
7b If the parties agree to change or expand the scope of the project, the time of completion and the agreed project price may change. Contractor shall Inform Client of this as soon as possible.
7c Notwithstanding the provisions of paragraph b, the Contractor will not charge any additional costs if the change or extension is the result of circumstances for which the Contractor can be blamed.
Article 8: Confidentiality
8a The parties are obliged to keep confidential all confidential information that they have
of the agreement and/or the project from each other or from any other source. Information
is confidential if it has been designated as such by the other party or if this arises from the nature of the information.
8b The Contractor reserves the right to use the Client’s name as a
reference and to disclose it as such. The Contractor also reserves the right to use achieved results through e.g. statistics as reference for a.o. potential clients or partners provided that the Client’s name is not mentioned or can be linked to these results.
Article 9: Personal data
9a Contractor assumes that Client does not provide collected personal data. If Client intends to provide personal data to Contractor, then Client shall inform Contractor in writing about this in advance, so that the appropriate precautionary measures can be taken.
9b If and to the extent Contractor qualifies as a processor within the meaning of the GDPR, the parties enter into a processor agreement.
9c The (personal) data provided to Contractor through the sites of Client will be treated
confidentially. These data will not be made available to third parties, unless the third party/parties in question perform work for Contractor in the context of the assignment.
Article 10: Intellectual Property
10a All copyrights and other intellectual property rights relating to the services provided by
Contractor are vested in the Contractor. Client acknowledges these rights and shall not infringe thereon.
10b All documents provided by Contractor may only be used by Client. The Client is not permitted to disclose information obtained from Contractor and/or reproduce it in any form whatsoever, unless prior written permission is approved in advance and in writing by Contractor or if this arises from the nature and purpose of the project.
10c All documents provided by Contractor for fulfillment of the project shall remain the property of Contractor. After completion of the project or end of the Agreement, Contractor may request Client to remove, destroy or return.
10d Client shall indemnify Contractor against all third-party claims regarding intellectual property rights relating to the use of the information and Contractor.
10e The Contractor shall be entitled to use the knowledge acquired during the performance of project activities for other purposes, to the extent that no confidential information of the Client becomes available to third parties.
Article 11: Duration and termination of agreements
11a Agreements are entered into for a minimum period of twelve (6) months unless the parties have expressly agreed otherwise in writing.
11b A fixed-term agreement as referred to in the previous paragraph cannot be terminated
11c A fixed-term contract shall, after the expiry of the period stated in the Agreement always be automatically extended for the same period, but at least for twelve (6) months unless notice of termination is given by registered letter towards the end of the (extended) contract term and contract period and subject to a notice period of three (3) months.
11d The Contractor shall also have the right to terminate the Agreement with immediate effect or terminate the Agreement with immediate effect if:
– Client is in default of its obligations under the Agreement;
– Client is ‘hard to work with’ according to Contractor.
– Client is in liquidation or is declared bankrupt.
Debt Rescheduling (Natural Persons) Act is applicable to him or if the Client is in liquidation, declared bankrupt, or has been granted a moratorium.
Article 12: Prices
12a All prices and cost estimates are exclusive of VAT unless otherwise stated.
12b If no fixed price is agreed upon, the price will be determined on the basis of hours actually spent. The price will then be calculated according to the usual hourly rates of Contractor’s usual hourly rates applicable in the period in which the work is performed unless a different hourly rate has been agreed upon.
12c For agreements with a term of twelve (6) months or more, Contractor shall charge fees on a monthly basis.
12d The prices used may be revised periodically (in principle on January 1 or July 1 of each year) on the basis of wage and inflation figures.
12e Prices are based, among other things, on cost-determining factors applicable at the time of the offer or agreement, including wages, social and fiscal charges, levies, insurance premiums, etc. If after the conclusion of the agreement and before the completion of the service or delivery, changes in these or other price-determining factors occur, the Contractor shall be entitled to (further) adjust its prices and invoice the Client.
Article 13: Invoicing, payment terms, and collection costs.
13a Invoices will be sent to the Client by email on a monthly basis.
13b Payment should be made within fourteen (14) days of the invoice date, unless otherwise agreed, in a manner to be indicated by the Contractor and in the currency invoiced. If the Client agrees to direct debit, until the collection authorization is revoked, all invoice amounts will be collected by the Contractor from the specified Client’s account. The collection period for direct debit is about one day after the invoice date unless otherwise agreed in writing.
13c After the expiry of the aforementioned fatal term of payment of fourteen (14) days or
after the invoice date, the Client will be in default without any further notice of default being required. From the moment of default, the Client shall be liable to pay an additional interest of 1% per month, unless the statutory commercial interest rate is higher, in which case the statutory commercial interest rate shall apply.
13d After the payment deadline has passed and after at least one summons, the Contractor is entitled to suspend its work and services with immediate effect until full payment has been made. Upon suspension of the services by Contractor, Client shall still owe the Contractor payment for the ongoing costs the Contractor incurred, including the salary of the Contractor’s employees involved in the order, and (apart of) the loss of turnover. The Contractor shall invoice the Client for these costs.
13e In the event of liquidation, bankruptcy or suspension of payment of Client, the claims of the Contractor and the obligations of the Client towards the Contractor shall be immediately due and payable.
13f If Client is in default or omission in the (timely) fulfillment of its obligations, all reasonable costs incurred to obtain payment out of court shall be borne by the account of Client, whereby the amount of the extrajudicial costs to at least 15% of the principal sum, with a minimum of € 300.
Client will then be obliged to pay the start-up costs incurred by Contractor, as well as the agreed amounts for the contract period stated in the offer – with a maximum of 36 (thirty-six) months – to Contractor.
Article 14: Liability
14a The Contractor is in no way liable for damage suffered by Client or a third party affiliated with him arising from:
– Errors in advice, materials, and/or computerized files provided by Contractor;
– Texts, images, or other data provided by the Client; or unlawful use thereof by the Client;
– The content of advertisements or publications of other clients or authors in the same or
another edition, section, and/or elsewhere in the electronic service, which might detract from the purpose of the publication concerned as intended by the Client publication;
– Failure by Client to follow the advice provided by Contractor;
– The unauthorized use of the services offered by Contractor or the manner in which the
services are provided by the Contractor;
– Failures in the electronic services of Contractor and third parties, such as search engines,
providers, network operators, or other telecommunications networks;
– Clicks on advertisements placed by Contractor on behalf of Client, which do not
lead to a page visit to the Client’s website; and/or
– an infringement, alleged or otherwise, of trademark rights or other intellectual property right on the grounds of which third parties sue the Client.
14b Under no circumstances shall the Contractor be liable for consequential damage, indirect damage, trading loss, or damage caused by auxiliary persons and/or third parties engaged by the Contractor in the performance of the Agreement.
14c If with due observance of the previous paragraphs – the Contractor at any time nevertheless liability arises for damage which the Client (or a third party affiliated with the Client) has sustained due to an attributable failure by the Contractor to fulfill its obligations under the Agreement, this Agreement by Contractor, this liability will in all cases be limited to that which is paid out by the Contractor’s insurer or, if the insurer makes no payment, maximum the invoice value of that specific part of the agreement to which the liability relates to.
14d Damage for which the Contractor is liable will only be eligible for compensation if the Client has informed the Contractor of it in writing within 30 (thirty) days of its occurrence unless Client can make it plausible that he could not reasonably have reported this damage earlier. In the event of untimely notification by Client, any claim with respect to this complaint against Contractor expires.
14e The Client shall indemnify the Contractor against the liability of third parties with respect to damage of any kind arising from or in connection with the performance of the Agreement.
Article 15: Force majeure
15a The Contractor shall not be liable in the event of force majeure. These Terms and Conditions, in addition to its definition in law and jurisprudence, shall be understood to include: all external causes, foreseen or unforeseen, over which the Contractor has no influence, but which prevents Contractor from fulfilling its obligations. Force majeure includes in any case: epidemic or pandemic, restrictive government measures, strikes, walkouts, excessive absenteeism of personnel, a (temporary)
shortage of personnel, fire, operational and technical failures within the firm or at the external parties engaged by Contractor and in particular breakdowns in the Internet and/or the search engines, as well as failure, at the discretion of the Contractor, to have sufficient data or the provision of incorrect data, or the lack of sufficient cooperation by the Client.
15b In the event of force majeure, the Contractor is entitled to suspend the Agreement (in whole or inpartially) to suspend the agreement for as long as the force majeure situation continues. If the force majeure situation lasts longer than 30 (thirty) days, then Contractor may terminate the Agreement with immediate effect without being liable to pay any damages or compensation to Client. In this case, the Contractor is obliged to notify the Client immediately.
15c If the Contractor can partially meet its obligations when the force majeure occurs, it
it is entitled to invoice separately the part already performed or part which can be performed and the Client is obliged to pay this invoice as if it were a separate agreement.
Article 16: Specific Provisions Online Marketing
16a The Contractor will never give guarantees on turnover, profit, number of visitors, quotations, requests or contacts or other turnover-related matters arising from any product whatsoever. For this reason, the Contractor cannot be held liable or be held in default for/due to disappointing sales results or other turnover-related results arising from the services or products provided by Contractor.
Article 17: Specific provisions SEA (Search Engine Advertising)
17a Part of the work of personnel (or campaign manager) consists of monitoring the campaign and analyzing data. Another part of the work can be found in the change history of the Google Ads account.
17b If Client wishes to suspend its campaign/account or has no budget, the management fee will continue regardless of whether or not the campaign is on.
17c If Contractor sets up an account in which Contractor also pays the budget, remains the property of the Contractor; it cannot be transferred.
17d If Contractor creates an account on behalf of the Client and Client settles directly with Google, the Client becomes the owner of the account.
17e Client remains solely responsible for the entire SEA campaign, including keywords used and texts of ads.
17f The Contractor cannot be held liable for rejected ad copy, loss of sales for not having a campaign live, reduction of conversions or of website/webshop sales, or for other negative consequences.
17g Google Ads is an advertising program of Google and not of Contractor. This maintains and optimizes a campaign to the best of its ability but in doing so is always dependent on how this program behaves. Client must comply with the regulations of Google Ads.
17h Positions with Google Ads arise on the basis of a bidding system, as a result of which Contractor can never give guarantees on certain positions.
17i The Client is not permitted during the contract period to advertise on search engines on which Contractor has a campaign for Client running that link to the same website(s) as the advertisements that Contractor placed on behalf of the Client.
17j The performance of work by a third party (web builder) or by the Client itself to the website for the benefit of the SEA campaign (placing scripts for the purpose of measuring conversions, Analytics, etc.) is done under the responsibility of the Client and not that of the Contractor. The Contractor is not responsible for missing data if a script is not placed (properly) by Client/web builder or external
17k The Contractor is not liable if certain Google Ads functionalities cannot be put into function due to limitations of the website/cms or due to the limitation of the Client’s products (such as for products without EAN numbers).
17l The Contractor is not liable for the (negative) consequences regarding the campaign or the results if those consequences are caused by adjustments on the website or Google Ads campaign by the Client and/or third parties.
Article 18: specific provisions CRO
18a The Contractor is not liable for the enforcement of privacy laws through the use of
tools that record personal data and user behavior on the Client’s website.
18b The Contractor provides no guarantee that the generated revenue/profit/conversion ratio will actually increase as a result of using the service. The service is solely aimed at analyzing, researching, and recommending conversion optimization points, not to the actual implementation of these recommendations on the respective website.
Article 19: specific provisions social media
19a The Contractor is not liable for:
– the rights to (visual) content (photos, videos) posted on the social media channels
of the Client;
– the (unlawful) mention of protected brand names on the social media channels of the Client;
– any damage to the image caused by messages posted on the Client’s social media channels.
19b The Contractor is not responsible for the payment of prizes for competitions on the Client’s social media channels.
Article 20: specific provisions email marketing.
20a The Contractor is not liable for:
– monitoring and enforcing the legal guidelines for collecting a
– processing subscriptions and unsubscriptions from any mail file.
20b The Client is responsible for ensuring that the email addresses in the client file of the
customers have been lawfully obtained according to the guidelines of the Advertising by E-mail
Code (CODE EMAIL 2012)-this means that customers have had the opportunity to refuse
commercial e-mails- and that new customers have actively consented to receive
20c The Contractor is not liable for any future disputes with the Advertising Code Commission, arising from failure to comply with the above.
Article 21: Transfer and adaptation of the agreement
21a Contractor is entitled without written permission from Client to transfer the rights and
obligations under this Agreement in whole or in part to (a) third party (parties).
Article 22: Non-solicitation clause
22a The Client is prohibited, during the term of the Agreement with the Client and twenty-four (24) months thereafter, to employ or approach staff of the Contractor for the purpose of employment, or otherwise to perform work for the Client unless the Contractor has given its prior written consent.
22b In the interpretation of article 17a, ‘personnel’ shall mean: everyone who is employed by the Contractor in the performance of work (in the broadest sense of the word), including in any case: employees, freelancers, self-employed persons, temporary workers, and payroll workers.
22c If the Client violates article 22a, it shall immediately cease these activities and forfeit an
immediately payable penalty of €50,000 and €2,000 for each day that the violation continues, without prejudice to the Contractor’s right to claim full damages.
Article 23: Competent court and applicable law
23a All agreements between the parties and obligations arising therefrom or related thereto
are governed by Dutch law.
23b All disputes arising from or related to the agreements and commitments
referred to in the previous paragraph shall in the first instance be brought exclusively before the Amsterdam District Court, except in so far as another location follows the law.
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