Terms and Conditions

Table of contents

1. Definitions

2. Deviating conditions

3. Offers

4. Prices, deliveries and payments

5. Orders and amendments

6. Relationship management

7. Use of third parties

8. Payment term

9. Suspension, cessation and dissolution

10. Delivery times

11. Duty of care

12. Client's obligations and performance of woand

13. Objections, complaints and evidence

14. Privacy

15. Liability and indemnification of third parties

16. Liability

17. Force Majeure

18. Intellectual Property

19. Non-competition

20. Fine

21. Nature and duration of the agreements

22. Settlement relationship

23. Transfer Obligations

24. Competent court

1 Definitions

1.1 The Client is understood to mean the person or company that has issued the Assignment for the Work.

1.2 Contractor shall mean: Marketing By Bulls, located at
Roopkoper 22 (1121MB) in Landsmeer.

1.3 Assignment is understood to mean: the request from the Client to M&A to perform Activities against payment.

1.4 Work is understood to mean: everything M&A makes and/or undertakes or causes to be made and/or undertaken for the benefit of the Client, within the scope of the Assignment(s) issued by the Client.

1.5 An Offer is understood to mean: the Activities specified to a greater or lesser extent and the estimate of the costs associated with those Activities.

1.6 The term "Agreement" is understood to mean: an agreement between the Client and M&A concluded by accepting the Assignment or signing a written agreement.

1.7 Parties are understood to mean: Client and Contractor.

 2 Deviating conditions

2.1 These conditions apply to all Quotes by 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 conditions have been explicitly declared inapplicable in whole or in part in writing, or have only been declared applicable in so far as they are not in conflict with the agreements made in writing between the Client and the Contracted Party.

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

2.3 In the event of a conflict between the general (purchase) conditions used by Client and the present conditions, the present conditions shall prevail.

2.4 If any provision of these terms and 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 voided provisions by new provisions, taking into account, as far as possible, the object and purport of the void or voided provision.

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

 3. Offers

3.1 All Offers are without obligation, unless otherwise stated in the Offer itself.

3.2 Upon request, M&A shall submit an Offer to the Client for approval prior to commencing the Work. In the event that during the performance of the Assignment substantial deviations (>25%) from an Offer occur, M&A will inform the Client thereof at the earliest possible stage.

3.3 Overruns on Quotations of up to 10% are accepted by Principal as a budgetary risk and do not need to be reported as such.

3.4 Exceedances of Offers as a result of conditions of sale of suppliers and other third parties engaged by the Contracted Party will not be deemed to constitute an excess, even if those conditions are not included separately in an Offer. Such conditions are deemed to be known to the Client and to form part of these conditions from the outset.

In the event 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 explicitly agreed otherwise.

4.2 Contractor shall be entitled to pass on to the Client any price changes that have occurred after the Quotation was 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 has its registered office.

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

4.5 With regard to the amounts paid and/or payable by the Client, the relevant documents and data from the records of the Contracted Party or of a third party engaged by the Contracted Party will constitute conclusive evidence, without prejudice to the Client's right to furnish proof to the contrary.

4.6 If Parties have agreed on a periodic payment obligation, Contractor shall be entitled to adjust the prices and rates in writing with due observance of a three (3) month period.
If the Client does not agree to this price change, it shall be entitled to terminate the Assignment in writing within thirty (30) days after notification of the change, with effect from the date on which the change would take effect. The Client shall not be entitled to give such notice if the Parties have agreed that the prices and/or rates are to be adjusted in accordance with an index or other criterion agreed on between the Parties.

4.7 The Client shall not be entitled to set off or to suspend any payment or amounts owed, for whatever reason.

 5. Orders and amendments

5.1 An Order is accepted by M&A either by a written confirmation of the Order to M&A, or by M&A commencing the performance of the Work, or by a written agreement being drawn up and signed between the Client and M&A. The Contracted Party will have the right not to accept an Assignment without stating reasons.

5.2 Amendments to the Order, after it has been issued, must be communicated by the Client to M&A in a timely manner and in writing. If changes are notified by the Client orally, this shall be at the expense and risk of the Client.

5.3 Any changes to the Order shall take effect through and with effect from the acceptance thereof by M&A. M&A shall not be obliged to comply with a request by Client to amend the Order and may require that a separate written agreement be concluded for that purpose.

5.4 Any additional or lesser costs resulting from changes to the Order shall be for the account or to the benefit of the Client. Additional work shall be paid for at Contractor's usual rates.

5.5 Amendments to the Order may result in the agreed delivery time being exceeded by M&A. In that case, M&A shall not be liable to the Client for any loss or damage suffered by the Client as a result of such amended delivery time. In that case, M&A shall not be liable to the Client for any damage the Client may suffer as a result of that changed delivery time.

5.6 If the Client decides, for whatever reason, to cancel an Assignment that has been granted and/or to refrain from further performance of an Assignment, before the Assignment is completed or before the term set between the Parties for the performance of the Assignment has expired, the Client will be obliged to pay to M&A all costs and hours already incurred by M&A, as well as all costs payable by M&A to third parties as a result of the cancellation and/or early termination of the Assignment, all this without prejudice to the other rights to which M&A is entitled by law.

 6. Relationship management

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

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

6.3 If the Client does not respond immediately to the receipt of a contact report, the contents of the report shall be deemed to be correct and complete and the Client and the Contracted Party shall be bound by the contents thereof, unless the planning of the Assignment allows for a waiting period of 24 hours and unqualified approval can only be deemed to be granted thereafter.

6.4 In the event that the Contracted Party must take action within 4 days of the contact, the Contracted Party will request the Client's approval in writing (or by e-mail) in advance.

6.5 Contractor will send the contact reports to a person designated for this purpose by Principal.

 7. Use of third parties

7.1 If, in M&A's opinion, this is reasonably necessary for the proper performance of an Order, or if it follows from the nature of an Order, M&A shall be entitled to instruct third parties to deliver or otherwise make available goods and/or services on behalf of and for the account of Client.

7.2 Unless otherwise agreed, M&A shall charge the Client directly for the third parties it engages, plus an agency fee.

7.3 If and insofar as the third party engaged by the Contracted Party uses general terms and conditions and these terms and conditions apply to the relationship between the Contracted Party and the third party, the general terms and conditions used by the third party will also apply to the relationship between the Contracted Party and the Client, on the understanding that, in the event of any conflict between the terms and conditions used by the third party and the present terms and conditions, the present terms and conditions will prevail in the relationship between the Client and the Contracted Party.

 

8. Payment term

8.1 Payment shall, without prejudice to the provisions of the following paragraphs, be made within fourteen days of the invoice date, unless Contractor and the Client have agreed on a different term in writing.

8.2 Contractor shall ensure timely invoicing. Sub-invoicing is possible at all times, unless expressly excluded in writing. However, the exclusion of the right to partial billing may never apply to the costs mentioned in the following paragraphs.

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

8.4 Postage and other distribution costs related to direct marketing shipments must be received by Contractor from Client before shipment/distribution by Contractor.

8.5 Regardless of the agreed payment condition(s), M&A shall be entitled to demand security from the Client in the form of a bank guarantee, approved by the Client and issued by a regular Dutch banking institution, in the amount of the total amount payable by the Client to M&A in respect of a certain Order.

8.6 If the Client fails to pay the amounts due within the agreed period, it shall owe the statutory commercial interest as referred to in article 6:119a of the Dutch Civil Code on the outstanding amount, without any notice of default being required. If the Client continues to fail to pay the claim after a reminder or notice of default, M&A may pass on the claim for collection, in which case the Client shall be obliged to fully reimburse all extrajudicial and judicial costs in addition to the total amount due at that time, including all costs of lawyers and external experts, whereby the costs of collection shall be as referred to in the Debt Collection (Extrajudicial Collection Costs) Decree (Besluit vergoeding voor buitengerechtelijke incassokosten).

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

The Client guarantees the correctness and completeness of the information supplied to the Contracted Party by the Client or on the Client's behalf, 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 is entitled to dissolve the Agreement on account of an attributable failure in the performance of the Agreement if the other Party, after having received a written notice of default which is as detailed as possible and in which a reasonable period is given to remedy the failure, attributably fails to meet essential obligations arising from the Agreement. The obligations of Customer as referred to in Articles 8, 12, 18 and 19 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 performance in connection with the execution of the Agreement, this performance and the related payment obligation will not be subject to cancellation. Amounts invoiced by the Contractor prior to dissolution remain due in full and become immediately payable at the time of dissolution.

9.3 Contractor shall be entitled to terminate the agreement in whole or in part, without notice of default being required, if Client is granted a suspension of payments, whether provisional or not, if Client's bankruptcy is applied for, if Client's company is wound up or terminated, other than for the purpose of reconstruction or merger of companies, or if the decisive control over Client's company changes.

9.4 The Contractor will never be obliged to refund monies already received or to pay any compensation due to the termination, dissolution or other way of ending the Agreement.

9.5 In the event that the Client does not meet its obligations under the Agreement, or does not meet them in full or in time, more specifically in the event of non-compliance with the provisions of articles 8, 12, 18 or 19 of these conditions, the Contracted Party will be entitled to suspend the execution of the Agreement in full or in part, without any warning or notice of default being required. The Contracted Party will also retain the right to retain data, data files and/or results of the Work, despite any obligation to surrender or transfer these until the Client meets its obligations. This provision is without prejudice to the Contracted Party's right to exercise any other legal and/or agreed right.

9.6 The provisions intended to continue in force after notice of termination, dissolution or any other 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 notice of termination, dissolution or any other termination of the Agreement.

 

10. Delivery times

10.1 The delivery times stated are approximate only. Unless explicitly agreed otherwise in writing, the Contracted Party will not provide any guarantees in respect of the agreed delivery times and late delivery will not entitle the Client to compensation, dissolution of the Agreement or non-fulfilment by the Client of any obligation towards the Contracted Party.

 11. Duty of care

11.1 When performing the Work, the Contractor will 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 regarding the purpose of use - ensure the correct audio and/or visual design of the communications and other materials and their compliance with the relevant statutory regulations, rules of conduct, self-regulatory rules and guidelines, in so far as these can or should reasonably be known to him.

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

11.4 Contractor does not guarantee that the services provided will at all times meet the expectations of the Client. 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 recognizes that the success of the Agreement depends on proper and timely mutual cooperation. In order to enable a proper performance by the Contracted Party, the Client will always provide the Contracted Party with all the data and/or information which the Contracted Party considers useful, necessary and desirable and will render every assistance in a timely fashion.

12.2 If the Customer uses its own personnel and/or auxiliary persons in the context of providing assistance in the performance of the Work, these personnel and auxiliary persons will possess the necessary knowledge, expertise and experience.

12.3 In the event that it is agreed that the Client will make equipment, software, materials or data available to the Contracted Party on data carriers, these will meet the specifications necessary for the execution 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 Contractor 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 fails to provide information, documents, equipment, software, materials or employees deemed useful, necessary or desirable by the Contractor for the performance of the Work, or fails to do so in time or in accordance with the Contractor's wishes, the Contractor has the right to suspend the performance of the Work in full or in part, and also the right to charge the ensuing costs in accordance with its usual rates, all of this without prejudice to the Contractor's right to exercise any other legal and/or agreed right.

12.5 If Contractor's employees perform work at the Client's location, the Client will ensure free of charge the facilities reasonably required by the employees and the availability thereof, including but not limited to a workspace with computer, data and telecommunication facilities. The working space and facilities will comply with all statutory requirements concerning working conditions.

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

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

 13. Objections, complaints and evidence

13.1 In the case of visible defects, the Client must object in writing immediately after the Contracted Party has delivered or presented the Work performed by the Contracted Party to the Client, or within eight days after the Work has been made public. For the rest, the Contracted Party will never be liable for any damage suffered by the Client as a result of errors in advertisements, printed matter or other media and for the incorrect placement or unintentional distribution of assignments, except in the case of intent or gross negligence on the part of the Contracted Party.

13.2 With regard to invisible defects, the Customer must make an objection in writing within eight days after the Customer has discovered or reasonably could have discovered the defects.

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

13.4 After the expiry of the aforementioned periods, complaints will no longer be taken into consideration and the Customer will have lost its rights in the matter, unless the periods in a particular case reasonably require an extension.

13.5 In the absence of proof to the contrary, the data from the records of Contractor or of any third parties engaged by the Client shall be conclusive.

 14. Privacy

14.1 In the event that the Contracted Party deems this important for the performance of its Work, the Client will, upon request and without delay, inform the Contracted Party in writing about the manner in which the Client fulfils its obligations on the grounds of the Personal Data Protection Act and/or other applicable legislation in the area of personal data protection.

14.2 The Contractor will not process any personal data other than for the purpose of performing the Work or the Agreement.

14.3 The Contracted Party will not share any personal data originating from the Client with third parties, unless the Contracted Party has obtained permission to do so from the Client or is obliged to do so by law.

14.4 The responsibility for the personal data processed as part of the performance of the Work and/or the Agreement lies exclusively with the Principal. The Client guarantees that the content, use and/or processing of the personal data are not unlawful and do not infringe any rights of third parties. The Client indemnifies the Contracted Party against any legal claim from third parties, on any account, in connection with these personal data.

14.5 The Client shall indemnify the Contracted Party against any claims from persons whose personal data are processed by or on behalf of the Client, or for which the Client is otherwise responsible by virtue of 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 a form of security, then this security will correspond to the written specifications as explicitly agreed between the Parties. The Contracted Party does not guarantee that the security will be effective in all circumstances. If the Parties have not agreed anything about the security, it will meet a level that is not unreasonable, given the state of the art, the sensitivity of the data, and the costs associated with the security. The responsibility for maintaining protective measures such as firewalls, anti-virus software and back-ups lies with the Client. Provider is not liable for this.

 15. Liability and indemnification of third parties

15.1 The liability for Work for the Client that the Contracted Party has contracted out to a third party will be limited to the amount that the Contracted Party can recover from the third party. The Contracted Party will do everything, or lend the Client every assistance, that may be required of the Contracted Party in order to obtain, where appropriate, the highest possible compensation from the third party involved.

15.2 The Client indemnifies the Contracted Party against all claims from third parties relating to the Work performed on behalf of the Client, insofar as this Work was performed with the Client's approval.

 16 Liability

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

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

b. reasonable costs for determining the cause and extent of the damage, insofar as these relate to direct damage as referred to here; and

c. reasonable and demonstrable costs incurred by the Client to prevent or limit the direct damage as 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 profits, lost savings, reduced goodwill, damage caused by business stagnation, damage as a result of not achieving marketing objectives, damage as a result of claims from the Client's customers, damage in connection with 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 will lapse if and insofar as the damage is the result of intent or deliberate recklessness on the part of the Contractor or its management.

16.4 Unless performance by the Contracted Party is permanently impossible, the Contracted Party will only be liable on account of an attributable breach in the performance of the Work if the Client gives the Contracted Party notice of default in writing immediately, stating a reasonable time period in which to remedy the breach and if the Contracted Party continues to fail attributably in the performance of its obligations even after this period. The notice of default must contain a description of the breach that is as complete and detailed as possible, so that the Contracted Party will be given the opportunity to respond adequately.

16.5 Any claim for damages made by the Client against the Contracted Party which has not been specifically and explicitly reported by the Client will lapse by the mere lapse of twelve (12) months after the claim arose.

 17. Force Majeure

17.1 In the event that Contractor is prevented by force majeure from performing all or part of the agreed activities and/or to perform them on time, Contractor shall be entitled, without judicial intervention, to suspend the performance of the agreement concerned or to dissolve the agreement in whole or in part by means of a written statement, such at Contractor's sole discretion, without Contractor being obliged to pay any compensation or provide any guarantee.

17.2 Force majeure includes strikes, lockouts, fire, machinery breakdowns and other business disruptions, either at the Contractor's or its suppliers' premises, transport disruptions and other events beyond the Contractor's control, such as war, blockade, riots, epidemics, devaluation, floods and storms, as well as sudden increases in import duties and excise duties and/or taxes, delays or failures to deliver by suppliers, failure to obtain the necessary permits and other government measures.

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

 18. Intellectual Property

18.1 If and insofar as materials and suchlike are made available to M&A by the Client in the context of the performance of an Order, the Client guarantees that they are not subject to (intellectual) property rights or other rights of third parties, or that the Client has obtained permission from such third parties for the use of those materials and suchlike, also on behalf of M&A. Furthermore, the Client guarantees that the use of those materials and suchlike does not infringe any (legal) regulations, rules, guidelines, etc. Furthermore, the Client guarantees that the use of these materials, etc., does not infringe any (legal) regulations, rules, guidelines, etc. The Client indemnifies the Contracted Party against all claims from 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. made available by the Client.

18.2 Unless explicitly agreed otherwise in writing, the rights of intellectual property to the works which the Contracted Party develops for the Client in the context of an Assignment, lie with the Contracted Party. 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 order, in particular with regard to the period, the area and the media. At the end of the Agreement or at the end of an Assignment, the licence will end and the Contracted Party and the Client will consult with each other about the possible transfer of the intellectual property rights to the works created by the Contracted Party in the scope of the Agreement, which must also include the source codes of websites developed by the Client (if and insofar as applicable), or about a licence to be granted by the Contracted Party to the Client for the continuous use of the intellectual property rights in exchange for the payment of a licence fee.

18.3 In so far as rights (of intellectual property) of third parties are involved, the Contractor will ensure that the agreements with them will at least include the use of the work in the area, period and media as described in the Assignment.

18.4 In the event that a third party lodges a claim in respect of the use of the work produced by the Contracted Party and/or materials used for this purpose, the Client and the Contracted Party will be obliged on both sides to inform the other party of this immediately in writing and, on request, to provide all the information and cooperation necessary for conducting a defence and/or settlement negotiations, if and insofar as the other party would be liable for this pursuant to these terms and conditions or has assumed an obligation to indemnify.

18.5 For the duration of the relationship, the Client will not be entitled to any further or other use of the work commissioned by the Contracted Party than that which was explicitly agreed in advance. If nothing has been agreed in this respect, the first use will be deemed to have been agreed.

 18.6 The Client is not entitled to modify the goods commissioned without the prior written permission of M&A. The Contracted Party is always entitled to refuse permission or to attach conditions to its permission - including conditions relating to the manner and quality of the execution of the modifications desired by the Client. The Client bears the full risk of all modifications made by or on behalf of the Client by third parties, either with or without the permission of the Contracted Party.

18.7 The Contractor is entitled to sign the work commissioned and is entitled to have its name mentioned in the publication of the work produced.

18.8 The Client will not perform any actions that could infringe the Intellectual Property Rights of the Contracted Party and/or its licensors, including but not limited to the unauthorized disclosure and/or reproduction of the results of the Work and the 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) that resemble or are identical to any sign on which the Contracted Party and/or its licensors may enforce 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 apply to this, with the exception of the provisions deviating therefrom in these conditions and an agreement concluded between the Client and the Contracted Party. The Client guarantees that it accepts these third-party conditions and will comply with them strictly. The Client hereby grants the Contracted Party the power of attorney to perform legal acts in its name for the purpose of accepting the (licence) conditions of those third parties. In the event that this power of attorney is not valid or not complete, the Client will grant every assistance to the Contracted Party in order to create a proper power of attorney for the purpose of accepting the relevant (licence) conditions of third parties in the Client's name. If and to the extent that the said third-party conditions are deemed not to apply or are declared inapplicable to the relationship between the Client and the Contracted Party, for whatever reason, the provisions of these general terms and conditions will 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 infringe an intellectual property right of that third party, on the condition that the Client informs the Contracted Party of the existence and contents of the legal action immediately and in writing and leaves the handling of the case, including but not limited to reaching any settlements, entirely to the Contracted Party. To this end, the Client will provide the Contracted Party with the necessary powers of attorney, information and cooperation in order to defend itself, if necessary in the Client's name, against these legal actions. This obligation to indemnify will lapse if the alleged infringement is related to (i) materials made available by the Client to the Contracted Party for use, processing or incorporation, or (ii) changes in the results of the work which the Client has made or caused to be made by a third party without the written permission of the Contracted Party. In the event that it is irrevocably established in law that the results of the Work developed by the Contractor himself infringe any intellectual property right belonging to a third party, or if the Contractor believes that there is a good chance that such an infringement will occur, the Contractor will ensure, if possible, that the Principal can continue to use the software, websites, data files or materials supplied, or any other functionally equivalent ones. In the event that the Contractor, in his sole opinion, cannot ensure or cannot ensure other than in a way that is unreasonably onerous (financially or otherwise) for him that the Principal can continue to use the results of the Work and the data or materials made available undisturbed, the Contractor will take back the delivered goods, with 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 the rights of third parties do not oppose the provision 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, processing, installation or incorporation in the works, data and materials created during the performance of the Work. The Client also guarantees that the rights of third parties do not oppose the use made by the Contracted Party in the execution of its Work of names, words, images, drawings, signs, etc. passed on by the Client.
et cetera. The Client indemnifies the Contractor against any claim from a third party based on the allegation that such provision, use, processing, installation or incorporation infringes any right of that third party, including intellectual property rights.

 19. Non-competition

19.1 Without written permission, the Client will refrain from employing or otherwise directly or indirectly employing or attempting to employ employees of the Contracted Party who have been involved in the execution of the Work in the six (6) preceding months. This clause will lapse in the event that the Contracted Party is declared bankrupt or is granted a suspension of payments.

 20. Fine

20.1 In the event of a breach of article 14, 18 and/or 19, the Client will inform the Contracted Party forthwith by means of a written notification of what the breach consists of, when it was committed and all other possible relevant information. The Client will take all reasonable measures to prevent any further breaches. The Client will provide the Contracted Party with all necessary assistance in order to defend the Contracted Party's rights, including but not limited to providing the Contracted Party with the opportunity to take any (other) (legal) measures to prevent further violations.

20.2 In the event of a breach of article 14, 18, 19 and/or 20.1, the Client shall forfeit to the Contracted Party an immediately payable penalty of EUR 50,000 (in words: fifty thousand euros) per breach and EUR 5,000 (in words: five thousand euros) 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 legal 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 M&A promotes the communication interests of the Client within the boundaries of the Order granted. The Client is not entitled to have the agreed Work performed by a third party without consultation with or permission from M&A. During the term of the Assignment, the Contracted Party will not provide similar services for competitive clients (products or services of other clients) without the Client's permission.

21.2 Unless expressly agreed otherwise in writing, or unless such follows 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 either party may terminate the Order by registered letter with due observance of a six month period from the moment that the relationship has lasted for six months.

21.3 During the six-month period referred to in 21.2 above, the Client shall be obliged to fulfil the applicable remuneration agreement with the Contracted Party as if there had been no question of termination. Unless otherwise agreed, M&A's monthly remuneration during this period shall be at least equal to 1/12 part of the income received by M&A 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 Contractor at the end of the relationship will be transferred by the Contractor to the Client, free of charge, upon the first request, after all that the Client owes to the Contractor (on any account whatsoever) has been paid. In that case, the Contracted Party shall also, without delay, issue a written Order to the media to transfer the remaining part of the contracted media space/time to be purchased to the Contracted Party or to a third party designated by the Contracted Party.

22.2 If the relationship between the Client and the Contractor ends - for any reason whatsoever - these conditions will continue to govern the legal relationship between the parties, in so far as this is necessary for the completion of the relationship.

 23. Transfer Obligations

23.1 M&A may transfer rights and obligations arising from an agreement concluded with the Client to third parties and the Client hereby irrevocably agrees to such transfer. In the event of such a transfer, M&A shall inform the Client thereof.

23.2 The Client shall not be entitled to wholly or partially transfer the rights and obligations arising from agreements and orders to which these terms and conditions apply to third parties, except with the prior written permission of Contractor.

23.3 In the situation that the (relevant activities of the) Client's company is combined 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 in 23.2.

 24. Competent court

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

24.2 All disputes arising from or related to agreements concluded under these conditions or agreements resulting therefrom may be brought only before the competent court in the district in which the Contractor is located.