Table of contents

1. Definitions

2. Derogating conditions

3. Tenders

4. Prices, deliveries and payments

5. Assignments and amendments

6. Relationship management

7. Engaging third parties

8. Payment term

9. Suspension, strike and dissolution

10. Delivery times

11. Duty of care

12. Client's obligations and performance of workand

13. Objections, complaints and evidence

14. Privacy

15. Liability and indemnity of third parties

16. Liability

17. Force majeure

18. Intellectual property

19. Non-competition

20. Fine

21. Nature and duration of the agreementst

22. Settlement relationship

23. Transfer obligations

24. Competent court

1 Definitions

1.1 The Client shall mean the person or company that has issued the Assignment for the Work.

1.2 Contractor shall mean: Marketing By Bulls, based at
Vlierberg 4 (3755 BS), Eemnes.

1.3 Assignment means the Client's request to the Contractor to perform Work for payment.

1.4 Work means: all that the Contractor makes and/or undertakes or causes to be made and/or undertaken on behalf of the Client, within the scope of the Assignment(s) issued by the Client.

1.5 Quotation means the Work specified to a greater or lesser extent and the estimate of the costs associated with that Work.

1.6 Agreement means an assignment agreement concluded between the Client and the Contractor by acceptance of the Assignment or signing of a written agreement.

1.7 Parties shall mean: Client and Contractor.

 2 Derogating conditions

2.1 These terms and conditions apply to all Quotes of the Contracted Party, Agreements between the Contracted Party and the Client and Work performed by the Contracted Party on behalf of the Client, unless these terms and conditions have been expressly declared not to apply in full or in part in writing, or have been declared to apply only insofar as they do not conflict with the written agreements between the Client and the Contracted Party.

2.2 Any general (purchase) conditions used by the Client shall only apply insofar as this has been expressly agreed in writing between the Contractor and the Client.

2.3 In case of conflict between the general (purchase) conditions used by the Customer and the present conditions, the present conditions shall prevail.

2.4 If any provision of these conditions is null and void or is annulled, the other provisions shall remain in full force and effect. The Contractor shall replace the void or nullified provisions with new provisions, taking into account as much as possible the purpose and meaning of the void or nullified provision.

2.5 The Contractor's data are leading, subject to evidence to the contrary from the Client.

 3 Offers

3.1 All Quotations are without obligation unless otherwise stated in the quotation itself.

3.2 If requested, the Contracted Party shall submit a Quotation to the Client for approval prior to the commencement of the Work. To the extent that substantial deviations (>25%) from a Quotation occur during the execution of the Assignment, the Contracted Party will inform the Client of this at the earliest possible stage.

3.3 Overruns of Quotations up to 10% are accepted as a budgetary risk by the Client and therefore need not be reported as such.

3.4 Overruns of Quotations due to sales conditions of suppliers and other third parties engaged by the Contracted Party shall not count as overruns, even if such conditions are not included separately in a Quotation. Such conditions are deemed to be known to the Client and are also part of these conditions from the outset.

In case of conflict between such terms and conditions and the present terms and conditions, the present terms and conditions shall prevail.

 4 Prices, deliveries and payments

4.1 All prices charged by the Contractor are exclusive of VAT and any shipping, transport and postage costs, unless expressly agreed otherwise.

4.2 The Contractor is entitled to pass on to the Client any price changes that have occurred after the Quotation has been sent.

4.3 All deliveries by the Client or third parties engaged by the Client shall be deemed to have been made at the place where the Contracted Party is established.

4.4 All payments shall be made to an account designated by the Contractor.

4.5 With regard to the amounts paid and/or owed by the Client, the relevant documents and data from the records of the Contracted Party or any third party engaged by the Contracted Party shall constitute full evidence, without prejudice to the Client's right to provide evidence to the contrary.

4.6 If the Parties have agreed on a periodic payment obligation, the Contractor shall be entitled to adjust the prices and rates in writing with due observance of a period of three (3) months.
If the Client does not agree with this price change, it shall be entitled to terminate the Assignment in writing within thirty (30) days after notification of the change, by the date on which the change would take effect. The Client shall not be entitled to such right of termination in the event that the Parties have agreed that the prices and/or rates will be adjusted taking into account an index or other measure agreed between the Parties.

4.7 The Client shall not be entitled to set off or suspend any payment or amounts due, on any account whatsoever.

 5 Assignments and amendments

5.1 An Assignment is accepted by the Contractor either by a written confirmation of the Assignment to the Contractor, or by the Contractor commencing the performance of the Work, or by a written agreement being drawn up and signed between the Client and the Contractor. The Contractor has the right not to accept an Assignment without giving reasons.

5.2 Changes in the Order, after it has been issued, must be notified by the Client to M&A in good time and in writing. If changes are notified verbally by the Client, this shall be for the Client's account and risk.

5.3 If the Client does not provide the necessary information, access or approvals required for the start of the Work in time, and this delay is not attributable to the Contractor, the contract period will be automatically extended by a period equal to the duration of the delay.

5.4 Any amendments to the Order shall be effective by and as of its acceptance by M&A. The Contractor is not obliged to comply with a request from the Client to amend the Order and may require a separate, written agreement to that effect.

5.5 Any additional or reduced costs resulting from changes to the Order shall be for the Client's account or benefit. Additional work shall be reimbursed at the Contractor's usual rates.

5.6 Changes in the Order may result in the Contractor exceeding the agreed delivery time. In that case, the Contracted Party shall not be liable to the Client for any damage the Client may suffer as a result of that changed delivery time.

5.7 Should the Client decide, for whatever reason, to cancel an Order that has been issued and/or to refrain from further execution thereof, before the Order has been completed or before the term stipulated between the Parties for the execution of the Order has expired, the Client shall be obliged to pay M&A all costs already incurred and hours spent by M&A as well as all costs to be paid by M&A to third parties on account of the cancellation and/or early termination of the Order. In addition, the Client shall be obliged to pay one hundred percent of the remaining contract value to the Contracted Party, without prejudice to the other rights granted to the Contracted Party by law.

5.8 Should M&A decide to cancel the Order and/or refrain from further execution thereof due to circumstances as a result of which the Order would never be accepted from M&A in the first place (think of no transparent communication, information omitted/maintained, wrong interpretation of the Order from the Client, Client does not meet the requirements set oid), the Client shall pay M&A the costs incurred and hours spent as well as all costs to be paid by M&A to third parties due to the cancellation and/or premature termination of the Order. In addition, the Client is obliged to pay one hundred per cent of the remaining contract value to the Contractor, without prejudice to the other rights granted to the Contractor by law. Cancellations of the generated appointments are at the Client's risk. Under no circumstances will Marketing By Bulls refund the amount paid for the services.

 6 Relationship management

6.1 The Contractor shall make a contact report of all contacts with the Client, unless expressly agreed otherwise.

6.2 In the case of telephone contact, a contact report will be made only if the content of the conversation, in the sole judgment of the Contractor, gives cause to do so.

6.3 If the Client does not respond promptly upon receipt of a contact report, the contents of the report shall be deemed correct and complete and the Client and the Contractor shall be bound by its contents, unless the scheduling of the Order allows for a 24-hour waiting period and unqualified approval can only be deemed granted thereafter.

6.4 In case action is to be taken within 4 days of the contact by the Contractor, the Contractor will seek the Client's prior agreement by written (or e-mail).

6.5 The Contractor shall send the contact reports to a person designated for this purpose at the Client.

 7 Engaging third parties

7.1 If, in M&A's opinion, this is reasonably necessary for the proper fulfilment of an Order or arises from the nature of an Order, M&A shall be entitled to instruct third parties to supply or otherwise make available goods and/or services on behalf of and at the expense of the Client.

7.2 Unless otherwise agreed, the Contractor will charge the third parties it engages directly to the Client, plus an agency surcharge.

7.3 If and to the extent that the third party engaged by M&A uses general terms and conditions and these terms and conditions apply to the relationship between M&A and the third party, these general terms and conditions used by the third party shall also apply in the relationship between M&A and the Client, with the proviso that in the event of a conflict between the terms and conditions used by the third party and these terms and conditions, these terms and conditions shall prevail in the relationship between the Client and M&A.

8 Payment period

8.1 Without prejudice to the provisions of the following paragraphs, payment must be made within fourteen days of the invoice date, unless M&A and the Client have agreed on a different term in writing.

8.2 The Contractor shall ensure timely invoicing. Partial invoicing is possible at all times, unless explicitly excluded in writing. However, exclusion of the right of partial invoicing can never concern the costs mentioned in the following paragraphs.

8.3 Costs to be incurred by the Contracted Party on behalf of the Client which, in view of their size, should not be borne by the Contracted Party on an advance basis, must be received by the Contracted Party from the Client before the time at which the Contracted Party is obliged to pay these costs. This includes in any case the costs for television and/or commercial production costs, website production costs and (airline) media costs.

8.4 Postage and other distribution costs related to direct marketing consignments must be received by the Contractor from the Client prior to dispatch/dissemination by the Contractor.

8.5 Irrespective of the agreed payment condition(s), M&A shall be entitled to require security from the Client in the form of a bank guarantee, approved by the Client, from a regular Dutch banking institution amounting to the total of the fee payable by the Client to M&A pursuant to a particular Order.

8.6 If the Client fails to pay the amounts due within the agreed period, the Contractor is entitled, without any notice of default being required, to charge 10% interest on the outstanding amount. If the Principal continues to fail to pay the claim after a demand for payment or notice of default, the Contractor may pass on the claim for collection, in which case the Principal shall, in addition to the total amount then due, also be obliged to reimburse in full all extrajudicial and judicial costs, including all costs of lawyers and external experts, whereby with regard to the collection costs the costs as referred to in the Decree on compensation for extrajudicial collection costs shall be charged.

8.7 If warranted by the Client's creditworthiness, M&A may require further security, failing which it may suspend the performance of the Order.

The Client guarantees the accuracy and completeness of the information provided by or on behalf of the Client to the Contracted Party on which the Contracted Party bases its offer. The Client will always exercise the utmost care to ensure that the requirements to be met by the Contracted Party's Work are correct and complete.

9 Suspension, cessation and dissolution

9.1 Each of the Parties shall be entitled to dissolve the Agreement on account of an attributable failure in the performance of the Agreement if the other Party, after a written notice of default which is as detailed as possible and in which a reasonable period is given to remedy the failure, imputably fails to fulfil essential obligations under the Agreement. The Customer's obligations as referred to in Articles 8, 12, 18 and 19 shall always count as essential obligations under the Agreement.

9.2 If, at the time of dissolution, as referred to in 9.1, the Principal has already received performances in execution of the Agreement, these performances and the related payment obligation will not be subject to undoing. Amounts that the Contractor has invoiced before the dissolution remain due in full and become immediately payable at the time of dissolution.

9.3 The Contractor shall be entitled to terminate all or part of the Agreement, without notice of default being required, if the Client is granted a suspension of payments - provisional or otherwise -, if the Client's bankruptcy is applied for, if the Contractor's business is wound up or terminated, other than for the purpose of reconstruction or amalgamation of companies, or if the Client's decisive control over the Client's business changes.

9.4 The Contractor shall never be obliged to repay any monies already received or to pay any damages on account of cancellation, dissolution or other termination of the Agreement.

9.5 In the event that the Client fails to fulfil its obligations under the Agreement or fails to do so in full or in good time, more specifically in the event of non-fulfilment of the provisions of Articles 8, 12, 18 or 19 of these Terms and Conditions, the Contracted Party will have the right, without any warning or notice of default being required, to suspend the performance of the Agreement in full or in part. The Contractor also reserves its right to keep data, data files and/or results of the Work in its possession, notwithstanding any existing obligation to surrender or transfer, until the Client fulfils its obligations. This provision is without prejudice to the Contractor's right to exercise any other legal and/or agreed right.

9.6 The provisions intended to survive termination, dissolution or other mode of termination of the Agreement, including but not limited to Articles 2.2, 4.9, 9, 16, 18, 19, 20 and 24 of these terms and conditions, shall survive termination, dissolution or other mode of termination of the Agreement.

10 Delivery times

10.1 The stated delivery times are approximate only. Unless expressly agreed otherwise in writing, the Contractor does not assume any warranty with regard to the agreed delivery times and failure to deliver on time does not entitle the Client to damages, dissolution of the agreement or non-performance by the Client of any obligation towards the Contractor.

 11 Duty of care

11.1 In performing the Work, the Contractor shall exercise the greatest possible care with regard to the Client's interests.

11.2 In particular, the Contractor shall - assuming that clear agreements have been made with regard to the purpose of use - ensure the correct audio and/or visual design of the communication statements and other materials and their compliance with the relevant applicable statutory regulations, rules of conduct, self-regulatory rules and guidelines, in so far as the Contractor can or should reasonably be aware of them.

11.3 M&A shall also ensure the confidentiality of all data and information made available to M&A by the Client in the context of the Order.

11.4 The Contractor does not guarantee that the services provided will meet the Client's expectations at all times. More specifically, with regard to search engine marketing (SEO / SEA), the Contractor is responsible for the positions to be achieved in the search results.

 12 Client's obligations and performance of work

12.1 The Client acknowledges that the success of the Agreement depends on correct and timely mutual cooperation. In order to enable proper performance by the Contracted Party, the Client will always provide the Contracted Party with all the data and/or information deemed useful, necessary and desirable by the Contracted Party in good time and render all cooperation.

12.2 If the Client deploys its own personnel and/or auxiliary persons as part of its cooperation in the performance of the Work, such personnel and such auxiliary persons will have the necessary knowledge, expertise and experience.

12.3 In the event it has been agreed that the Client will make equipment, software, materials or data available to the Contracted Party on data carriers, these will comply with the specifications necessary for the performance of the Work. The Client guarantees that no third-party rights oppose the provision or use of such equipment, software, materials or data and will indemnify the Contracted Party against any action based on the allegation that such provision or use infringes any third-party right.

12.4 In the event that the Client does not make available any data, documents, equipment, software, materials or employees which the Contracted Party considers useful, necessary or desirable for the execution of the Work, or does not do so in good time or in accordance with the Contracted Party's wishes, the Contracted Party will have the right to suspend the execution of the Work, in full or in part, and will also have the right to charge the costs incurred as a result in accordance with its usual rates, all this without prejudice to the Contracted Party's right to exercise any other legal and/or agreed right.

12.5 If employees of M&A perform work at the Client's location, the Client will provide the facilities reasonably required by those employees and their availability free of charge, including but not limited to a work area with computer, data and telecommunication facilities. The workspace and facilities will comply with all legally applicable requirements regarding working conditions.

12.6 The Customer is responsible for the correct choice of computer, data or telecommunication facilities, including the Internet, and for their timely and complete availability.

 12.7 The Client indemnifies the Contractor and its suppliers against all claims, proceedings, losses and/or direct and/or indirect damage suffered by third parties, which are based on or arise from (i) the accusation that any activity of the Client is in any way unlawful, including but not limited to activities that are in breach of the present terms and conditions, an agreement entered into with the Contractor and/or constitute an infringement of (intellectual) property rights; and/or (ii) the unlawful and/or improper performance of an agreement entered into with the Contractor and/or the present terms and conditions.

 13 Objections, complaints and evidence

13.1 In respect of visible defects, the Client must object in writing immediately after the Contracted Party has delivered or presented the Work performed by it to the Client, or within eight days after the Work has been disclosed. For that matter, the Contracted Party will never be liable for damage incurred by the Client as a result of errors in advertisements, printed matter or other media and for incorrect placement or unintentional distribution of orders, unless there is intent or gross negligence on the part of the Contracted Party.

13.2 In respect of invisible defects, the Client must object in writing within eight days after the Client has detected or could reasonably have detected the defects.

13.3 Objections relating to invoices must be reported to the Contractor in writing within eight days of the invoice date. The payment period shall not be suspended as a result of such an objection.

13.4 After expiry of the aforementioned deadlines, complaints will no longer be considered and the Client has processed its rights in this respect, unless the deadlines reasonably require extension in a particular case.

13.5 In the absence of proof to the contrary, the data from the records of the Contracted Party or third parties engaged by the Client shall be decisive.

 14 Privacy

14.1 In the event that the Contracted Party considers it important for the performance of its Work, the Client shall, upon request and without delay, inform the Contracted Party in writing of the manner in which the Client fulfils its obligations under the Personal Data Protection Act, and/or other applicable legislation in the field of personal data protection.

14.2 The Contractor shall not process personal data other than for the purpose of performing the Work or the Agreement, as the case may be.

14.3 The Contractor shall not share personal data originating from the Client with third parties, unless the Contractor has obtained the Client's consent or is required to do so by law.

14.4 The responsibility for the personal data, which are processed in the context of the performance of the Work and/or the Agreement, lies exclusively with the Client. The Client guarantees that the content, use and/or processing of the personal data is not unlawful and does not infringe any rights of third parties. The Client shall indemnify the Contracted Party against any legal action by third parties, on whatever grounds, in connection with these personal data.

14.5 The Client shall indemnify the Contracted Party against claims by persons whose personal data are processed by or on behalf of the Client, or for whom the Client is otherwise responsible under the law, unless the Client proves that the facts underlying the claim should be attributed solely to the Contracted Party.

14.6 If, pursuant to the Agreement with the Client, the Contracted Party is obliged to provide some form of security, such security will comply with the written specifications as expressly agreed between the Parties. The Contractor does not guarantee that the security will be effective under all circumstances. If the Parties have not agreed on security, it will meet a level that is not unreasonable in view of the state of the art, the sensitivity of the data and the costs associated with security. The responsibility for maintaining protective measures such as firewalls, antivirus software and backups lies with the Client. The Contractor is not liable for this.

 15 Liability and indemnity of third parties

15.1 The liability for Work for the Client which the Contracted Party has subcontracted to a third party is limited to the amount which the Contracted Party can recover from that third party. The Contracted Party will do everything possible, or give the Client all the cooperation that the Contracted Party can be expected to give, to obtain the highest possible compensation from the third party in question.

15.2 The Client indemnifies the Contracted Party against all claims of third parties in connection with the Work performed on the Client's instructions, insofar as this Work has taken place with the Client's approval.

 16 Liability

16.1 Contractor's liability for damage as a result of an attributable failure in the performance of its Work, or in tort or otherwise, is excluded. In so far as the aforementioned liability cannot be excluded, it is limited per event (a series of successive events counts as one event) to the compensation of direct damage, up to a maximum of the amount of the fees paid over the month preceding the event causing the damage. The Contractor's liability for direct damage shall never exceed EUR 100,000 in total. Direct damage means exclusively all damage consisting of:

a. damage directly caused to tangible property ("property damage");

b. reasonable costs to determine the cause and extent of the damage insofar as pertaining to direct damage as referred to herein; and

c. reasonable and demonstrable costs incurred by the Principal to prevent or limit the direct damage referred to in this article.

16.2 Contractor's liability for indirect damage is excluded. Indirect damage is understood to mean all damage that is not direct damage and therefore in any case, but not limited to, consequential damage, loss of profit, missed savings, reduced goodwill, damage due to business stagnation, damage as a result of not achieving marketing goals, damage as a result of claims of customers of the Client, damage related to the use of data, words, names or data files prescribed by the Client, or loss, mutilation or destruction of data or data files.

16.3 The exclusions and limitations referred to in this article lapse if and insofar as the damage is the result of intentional or deliberate recklessness on the part of the Contractor or its management.

16.4 Unless fulfilment by the Contracted Party is permanently impossible, the Contracted Party's liability on account of an attributable breach in the performance of the Work will only arise if the Client immediately gives the Contracted Party written notice of default, in which a reasonable period for the purification of the breach is stipulated, and the Contracted Party continues to fail imputably in the fulfilment of its obligations even after that period. The notice of default must contain as complete and detailed a description of the breach as possible, so that the Contractor is given the opportunity to respond adequately.

16.5 Any claim for damages by the Client against the Contracted Party that has not been specified and explicitly reported by the Client shall lapse by the mere expiry of twelve (12) months after the claim arose.

 17 Force majeure

17.1 In the event that the Contractor is prevented by force majeure from carrying out the agreed work in full or in part and/or on time, the Contractor shall have the right, without judicial intervention, to suspend the performance of the relevant agreement or to terminate the agreement in full or in part by means of a written statement, at the sole discretion of the Contractor, without the Contractor being liable for any compensation or guarantee.

17.2 Force majeure includes strike, lockout, fire, machinery breakdown and other business disturbances, either at the Contractor or at its suppliers, transport disruptions and other events beyond its control, such as war, blockade, riots, epidemic, devaluation, flooding and storms, as well as sudden increases in import duties and excise duties and/or taxes, delay or failure to deliver by suppliers, failure to obtain necessary permits and other government measures.

17.3 If the force majeure situation lasts longer than ninety (90) days, each of the Parties is entitled to terminate the agreement in writing.

 18 Intellectual property

18.1 If and to the extent that M&A is supplied with materials etc. by the Client in connection with the performance of an Order, the Client warrants that no (intellectual) property rights or other rights of third parties are vested in such materials etc., or that the Client has obtained the consent of such third parties, also on behalf of M&A, for the use of such materials etc. The Client further guarantees that the use of those materials etc. does not infringe any (statutory) regulations, rules, guidelines, etc. The Client indemnifies the Contracted Party in respect of all claims of third parties and for all damage suffered and/or to be suffered by the Contracted Party as a result of the use of the materials etc. provided by the Client.

18.2 Unless expressly agreed otherwise in writing, the intellectual property rights to the works developed by M&A for the Client as part of an Order shall be vested in M&A. M&A grants the Client in advance an exclusive licence for the duration of the Agreement to use the work in accordance with the description in the Assignment, in particular with regard to the period, area and media. At the end of the Agreement or at the end of an Order, the licence will end and M&A and the Client will consult with each other about the possible transfer of the intellectual property rights to the works created by M&A in the context of the Agreement, which should also include the source codes of websites developed by the Client (if and insofar as applicable), or about a possible licence to be granted by M&A to the Client for the continuous use of the intellectual property rights against payment of a licence fee.

18.3 To the extent that rights (of intellectual property) of third parties are involved, the Contractor shall ensure that the agreements with them include at least the use of the work in the area, period and media described in the Order.

18.4 In the event that a third party institutes a claim in respect of the use of the work produced by the Contracted Party and/or materials, etc. used for this purpose, the Client and the Contracted Party will be mutually obliged to inform the other party of this in writing without delay and, if requested, to provide all information and cooperation necessary for the conduct of defence and/or settlement negotiations, if and insofar as the other party would be liable for this under these terms and conditions or has assumed an obligation to indemnify.

18.5 During the term of the relationship, the Client is not entitled to any further or other use of the Contractor's commissioned work than the use expressly agreed beforehand. If nothing has been agreed in this respect, the first use shall be deemed to have been agreed.

 18.6 The Client shall not be entitled to modify the Assignment produced without M&A's prior written consent. M&A will always be entitled to refuse permission or to attach conditions to its permission - including conditions regarding the manner and quality of execution of the modifications desired by the Client. The Client shall bear the full risk of all modifications made by or on behalf of the Client by third parties - with or without the M&A's permission.

18.7 The Contractor shall be entitled to sign the commissioned work and shall be entitled to have its name mentioned in the publication of the created work.

18.8 The Client shall not perform any acts which may infringe the Intellectual Property Rights of the Contractor and/or its licensors, including but not limited to the unauthorised disclosure and/or reproduction of the results of the Work and data and materials made available in that context and the registration of domain names, trademarks or terms for (advertising or search engine) services (such as Google AdWords) which resemble or are identical to any sign in respect of which the Contractor and/or its licensors may assert intellectual property rights.

18.9 The Contracted Party may make software or services of third parties available to the Client. The (licence) conditions of those third parties may be applicable to them, with the exception of the provisions deviating therefrom in these conditions and an agreement concluded between the Client and the Contracted Party. The Client warrants that it accepts and will strictly comply with these third party terms and conditions. The Client, as principal, hereby grants to the Contracted Party as attorney-in-fact the power to perform legal acts in its name for the purpose of accepting (licence) conditions of those third parties. In so far as this power of attorney is not valid or not complete, the Client shall lend every assistance to the Contracted Party in obtaining a proper power of attorney for the purpose of accepting the relevant (licence) conditions of third parties in its name. If and insofar as the aforementioned conditions of third parties in the relationship between the Client and the Contracted Party are deemed not to apply or are declared inapplicable for whatever reason, the provisions of these general terms and conditions shall apply in full.

18.10 The Contracted Party will indemnify the Client against any legal action from third parties based on the allegation that the works and data developed by the Contracted Party itself infringe an intellectual property right of that third party, on condition that the Client informs the Contracted Party immediately and in writing of the existence and content of the legal action and leaves the handling of the matter, including but not limited to the making of any settlements, entirely to the Contracted Party. To this end, the Client shall provide the necessary powers of attorney, information and cooperation to the Contracted Party to defend itself, if necessary in the name of the Instructed Party, against such legal claims. This obligation to indemnify will lapse if the alleged infringement relates to (i) materials made available by the Client to the Contracted Party for use, adaptation, processing or incorporation, or (ii) changes to the results of the work which the Client has made or has had made by a third party without the Contracted Party's written permission. In the event that it has been irrevocably established in law that the results of the Work developed by the Contracted Party itself infringe any intellectual property right belonging to a third party, or in the event that in the opinion of the Contracted Party there is a reasonable chance that such an infringement will occur, the Contracted Party will, if possible, ensure that the Client can continue to use the delivered, or functionally equivalent other software, websites, data files or materials. If, in the Contracted Party's exclusive judgement, the Contracted Party cannot ensure or cannot ensure except in a manner that is unreasonably onerous (financially or otherwise) for the Client that the Client can continue to use the results of the Work and the data or materials made available without interruption, the Contracted Party will take back the delivered goods against crediting of the acquisition costs minus a reasonable user fee. Any other or more extensive obligation to indemnify on the part of the Contracted Party is excluded.

18.11 The Client guarantees that third-party rights do not oppose the making available of software, material intended for websites (such as visual material, text, music, domain names, logos), data files or materials and design material, for the purpose of use, adaptation, installation or incorporation in the works, data and materials created in the performance of the Work. The Client further guarantees that third-party rights do not oppose the use made by the Contractor in the performance of its Work of names, words, images, drawings, signs
et cetera. The Client indemnifies the Contracted Party against any claim by a third party based on the assertion that such making available, use, adaptation, installation or incorporation infringes any right of that third party, including intellectual property rights.

 19 Non-competition

19.1 Subject to written permission, the Client will refrain from employing or otherwise employing, directly or indirectly, employees of the Contracted Party who have been involved in the performance of the Work in the preceding six (6) months, or from attempting to do so. This clause shall lapse in the event that the Contracted Party is declared bankrupt or is granted a moratorium.

 20 Fine

20.1 In the event of a breach of Article 14, 18 and/or 19, the Client shall promptly inform the Contractor by means of a written notification of what the breach consists of, when it was committed and any other potentially relevant information. The Client shall take all reasonable measures to prevent further breaches. The Client shall provide the Contractor with all assistance necessary to defend the Contractor's rights, including but not limited to giving the Contractor the opportunity to take any (other) (legal) measures to prevent further violation.

20.2 In the event of breach of article 14, 18, 19 and/or 20.1, the Client shall forfeit to M&A an immediately payable penalty of EUR 50,000 (in words: fifty thousand euro) per breach and EUR 5,000 (in words: five thousand euro) per day that the breach continues, which penalty shall not be eligible for any set-off. This provision does not affect the Contractor's right to exercise any other statutory and/or agreed right, including but not limited to the right to claim (additional) damages (whether or not in combination with the aforementioned penalty).

 21 Nature and duration of the agreement

21.1 The Contracted Party shall represent the Client's communication interests within the limits of the Assignment issued. The Client shall not be entitled to have the agreed Work performed by a third party without consultation with or permission of the Contracted Party. The Contracted Party shall not provide corresponding services for competing (products or services of other) Clients during the term of the Assignment without consultation with or permission of the Client.

21.2 Unless expressly agreed otherwise in writing, or unless it arises from the nature of the Order, the Order from the Client to M&A shall be for an indefinite period of time, on the understanding that from the moment the relationship has lasted six months, both parties may terminate it by registered letter with due observance of a six-month term.

21.3 During the six-month period mentioned in 21.2 above, the Client is obliged to comply with the applicable fee arrangement with the Contractor as if no notice of termination had been given. Unless otherwise agreed or agreed at the time, the Contractor's fee during this period shall be at least equal per month to the 1/12 part of the income the Contractor received from the Client during the preceding calendar year.

 22 Settlement relationship

22.1 All designs, reproduction materials, texts, descriptions, artistic performances, films, source codes and other (publicity) materials that are in the possession of the Contracted Party at the end of the relationship will be transferred to the Client by the Contracted Party free of charge on first demand, after all that the Client owes the Contracted Party (on any account whatsoever) will have been paid. If so, the Contracted Party shall also without delay issue a written Order to the media to transfer the remainder of the contracted media space/time to the Client or a third party to be designated by the Contracted Party.

22.2 If the relationship between the Client and the Contractor terminates - for whatever reason - these terms and conditions shall continue to govern the legal relationship between the parties to the extent necessary for the settlement of the relationship.

 23 Transfer obligations

23.1 The Contracted Party may transfer rights and obligations arising from an Agreement concluded with the Client to third parties and the Client hereby irrevocably consents to such transfer, now for then. In the event of such a transfer, the Contracted Party shall notify the Client.

23.2 The Client is not authorised to transfer the rights and obligations arising from agreements and orders to which these terms and conditions apply to third parties in whole or in part, except with the prior written consent of the Contractor.

23.3 In the situation that the (relevant activities of the Client's) company is merged with or continued in another company for whatever reason, in whatever way and in whatever form, a joint and several liability arises for the original and successor company with regard to the fulfilment of the Client's obligations referred to under 23.2.

 24 Competent court

24.1 All agreements to which these terms and conditions have been declared applicable and those resulting from them shall be governed exclusively by Dutch law.

24.2 All disputes arising from or connected with agreements concluded under these terms and conditions or agreements resulting therefrom, shall only be brought before the competent court in the district in which the Contractor has its registered office.