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GENERAL TERMS AND CONDITIONS SOCIAL SERVICE CENTER B.V.

Having its registered office at the Weteringschans 165C, 1017XD Amsterdam, The Netherlands

Registered with the Chamber of Commerce under number 70915806

 

Article 1. Definitions. 1

Article 2. Applicability. 1

Article 3. Proposals and offers. 2

Article 4. Conclusion of the agreement 2

Article 5. Duration and termination of the contract 2

Article 6. Fulfilment of the contract 3

Article 7. Cooperation on the part of the Client 3

Article 8. Delivery and periods. 3

Article 9. Price modification. 3

Article 10. Amending the contract 4

Article 11. Invoicing and payment(s) 4

Article 12. Suspension and dissolution. 4

Article 13. Liability. 5

Article 14. Prescription. 5

Article 15. Indemnity. 5

Article 16. Intellectual property. 6

Article 17. Confidentiality. 6

Article 18. Force majeure. 6

Article 19. Applicable law, interpretation of the terms and conditions and choice of forum.. 6

 

Article 1. Definitions

In these general terms and conditions the following terms are capitalised and used in the following meaning, unless expressly indicated otherwise:

  1. Social Service Center: The other party to the contract with the Client and user of these General Terms & Conditions in the meaning of Article 6:231, paragraph b, of the Dutch Civil Code.
  2. Assignment: the request of the Client to Social Service Center to carry out work activities for payment.
  3. Client: The natural or legal entity that commissions Social Service Center for supplying services or executing work activities, and the other party to the Contract in the meaning of Article 6:231, paragraph c, of the Dutch Civil Code.
  4. Contract: the Contract for carrying out work activities.
  5. Parties: The Client and Social Service Center jointly.
  6. In writing: In these General Terms & Conditions, ‘in writing’ is also understood to mean the communication per e-mail, fax or digitally (e.g., via an online interface) on condition that the identity of the sender and the integrity of the content is sufficiently established.

 

Article 2. Applicability

  1. The present general terms and conditions are applicable to any and all proposals, offers, agreements and activities of Social Service Center, of whatever nature, and on the drawing up of these agreements, unless this applicability is fully or partly expressly excluded in writing and/or unless expressly stipulated otherwise.
  2. Any general terms and conditions of the Client, by any name whatsoever, are expressly rejected. Deviations from and additions to these terms and conditions shall only be applicable if and to the extent that they have expressly been accepted by Social Service Center in writing.
  3. Should Social Service Center have permitted deviations from the present general terms and conditions for a short or a longer period of time, whether or not implicitly, then this shall not affect its right to demand direct and strict compliance with these terms and conditions as yet. The Client cannot derive any rights from the manner in which Social Service Center applies the present terms and conditions.
  4. The present terms and conditions are equally applicable to all Agreements concluded with Social Service Center for the implementation of which third parties must be relied on. Said third parties can invoke the present terms and conditions directly against the Client, including any exclusions of liability.
  5. Should one or more provisions of the present terms and conditions or of any other Agreement concluded with Social Service Center be in breach of a mandatory statutory provision or any applicable legal provision then the relevant provision shall expire and shall be substituted by a new, legally permissible and comparable provision to be established by Social Service Center.
  6. The Client with whom the present terms and conditions were contracted once is deemed to implicitly agree with the applicability of these terms and conditions to an Agreement concluded with Social Service Center at a later date.
  7. In case of a discrepancy between the content of an Agreement concluded by and between the Client and Social Service Center and the present terms and conditions the content of the Agreement shall prevail.
  8. Social Service Center shall be entitled to amend these General Terms & Conditions at all times. Only if the Client shall end up in a less favourable position by the amended content, the Client shall be authorised to terminate the contract by the date on which the amended Terms & Conditions shall take effect.

 

Article 3. Proposals and offers

  1. Any and all proposals and offers of Social Service Center are revocable and are made subject to contract, unless indicated otherwise in writing.
  2. The Client guarantees the correctness and completeness of requirements, specifications of the performance and other information and data supplied to Social Service Center on which Social Service Center bases its proposal.
  3. A complex quotation shall not oblige Social Service Center to deliver the performance of a part of the activities at a corresponding part of the price quoted.
  4. The content of the Assignment shall exclusively be determined by the description specified in the offer and order confirmation. If the acceptance deviates (on subordinate points) from the proposal included in the offer then Social Service Center shall not be bound by the same. The agreement shall in that case not be concluded in accordance with said deviating acceptance, unless Social Service Center indicates otherwise.
  5. Clear errors or clerical errors in the proposal of Social Service Center shall not bind Social Service Center.
  6. The prices in the proposals and offers of Social Service Center shall be exclusive of VAT and other official duties and exclusive of any costs that may be incurred within the context of the Assignment, including travel, accommodation, shipment and administration costs, unless indicated otherwise.

 

Article 4. Conclusion of the agreement

  1. Barring the provisions set forth below an agreement with Social Service Center shall only be concluded after Social Service Center has accepted respectively confirmed an Assignment in writing. The order confirmation is deemed to correctly and completely represent the agreement, unless the Client immediately objects to the same in writing.
  2. Additional arrangements agreed on or changes made later shall only have binding effect on Social Service Center if they have been confirmed in writing by Social Service Center.
  3. The invoice shall be deemed to correctly and completely represent the agreement for agreements, activities or transactions for which, due to their nature and scope, no written offer or order confirmation is sent, barring written objections submitted within seven (7) working days after the date of the invoice.
  4. Each and every agreement shall be concluded by Social Service Center on the suspensive condition that Social Service Center shall be authorised to check the creditworthiness of the Client, the latter in connection with the financial compliance with the agreement. Should Social Service Center be of the opinion, on reasonable grounds, that the Client is not (sufficiently) creditworthy then Social Service Center shall be entitled to temporarily suspend its obligations. Should there be question of this kind of suspension then Social Service Center shall forthwith inform the Client accordingly in writing and give the Client the opportunity to provide security.

 

Article 5. Duration and termination of the contract

  1. The contract between Social Service Center and a Client shall be entered into for an unlimited period, unless Parties agree otherwise in writing.
  2. The Client is permitted to cancel the Contract by the end of the current month with due observance of a notice period of one (1) month.
  3. In any case, the Client must always terminate the contract in writing (e-mail).

 

Article 6. Fulfilment of the contract

  1. Social Service Center shall fulfil the contract to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. Unless otherwise agreed in writing, this commitment shall be considered an obligation to perform to the best of one’s ability.
  2. Client shall not be able to derive rights from advice and information that it receives from Social Service Center in as far as this advice and/or information is not related to the Assignment.
  3. If – and in as far as in the opinion of Social Service Center – a proper fulfilment of the contract shall require this, Social Service Center shall be entitled to have third parties carry out certain work activities.
  4. If it has been agreed that the contract will be fulfilled in phases, Social Service Center shall be entitled to suspend the fulfilment of the parts that belong to the next phase, until the Client has approved in writing the results of the preceding phase.

 

Article 7. Cooperation on the part of the Client

  1. The Client shall make sure to provide Social Service Center on time with all the documentation, information, data and cooperation, which Social Service Center has indicated as necessary – or of which the Client can reasonably understand that these are necessary – to carry out the Contract so that Social Service Center is able to properly carry out the Assignment. For example, the Client should provide Social Service Center with the details to log into the Client’s social media accounts (among other things) and to enable Social Service Center to inspect the contracts that the Client has concluded with third parties within the framework of its operational activities and to inspect the relevant online statistics (views and clicks) and sales figures (turnover and profit) per customer group and per product.
  2. During the term of the Contract, it is important that the Client deploys its network to facilitate the contact with certain customers / potential customers and brands.
  3. If the Parties have agreed that the Client’s employees will support or supplement the work activities of Social Service Center (e.g., creating online content), the Client shall ensure that these employees are available, sufficiently motivated and sufficiently qualified.
  4. It is important for social media campaigns, which Social Service Center supports, that the Client shares the progress and results with Social Service Center for the duration of the campaign concerned, so that Social Service Center has an insight into the work activities and their quality and can adjust these activities, where necessary.
  5. If the documentation, information, data and cooperation needed for executing the Contract are not provided to Social Service Center on time, Social Service Center shall be entitled to suspend the execution of the Contract and/or to charge the Client the usual rates.

 

Article 8. Delivery and periods

  1. If Social Service Center has stated a period for fulfilling the contract, this period shall only be indicative. Therefore, a stated delivery period shall never be considered a firm deadline. Therefore, the Client must give Social Service Center notice of default in writing in case of exceeding a period. To this end, the Client should give Social Service Center a reasonable period to fulfil the contract as yet.
  2. If Social Service Center shall need data from the Client within the framework of fulfilling the contract, the delivery period shall commence after the Client has made all the necessary documentation, information and data available to Social Service Center.
  3. Client shall lose its right to give Social Service Center notice of default, if Social Service Center could not meet its obligations vis-à-vis the Client on time, because the Client has not complied with its obligations vis-à-vis Social Service Center on time, including but not limited to providing the necessary documentation, information, data and cooperation on time, completely and in the required format as well as paying complete prepayments on time.

 

Article 9. Price modification

Social Service Center shall be entitled to adjust the agreed upon price at any time. If Social Service Center shall increase the price after concluding the contract, the Client shall be entitled to terminate the contract with Social Service Center by the time the price modification takes effect.

 

Article 10. Amending the contract

  1. At the initiative of Social Service Center, the Parties shall adjust the contract on time and in mutual consultation, if while fulfilling the contract it emerges that in order to comply properly with the contract it is necessary to change or supplement the work activities that should be carried out.
  2. If the Parties agree to amend or supplement the contract, the time of completing the fulfilment might be affected. Social Service Center shall inform the Client about this as soon as possible.
  3. If amending or supplementing the contract has financial or qualitative consequences, Social Service Center shall inform the Client about this in advance.
  4. If a fixed rate has been agreed, Social Service Center will indicate whether and to what extent the amendment or supplement shall result in exceeding this fixed rate.
  5. In deviation of the stipulation(s) of this matter, Social Service Center shall not be able to charge additional costs, if amending or supplementing the contract is the result of circumstances that can be attributed to Social Service Center.

 

Article 11. Invoicing and payment(s)

  1. Unless explicitly agreed otherwise, payments for the services of the Social Service Center shall occur in advance. Social Service Center shall be entitled to send digital invoices.
  2. Invoices should be paid within fourteen (14) days after the invoice date in a manner indicated by Social Service Center and in the currency that the invoice states.
  3. After the expiry of the stipulated payment term the Client shall be in default by operation of law without any further notice of default being required.
  4. As from the moment of default the Client shall be liable to pay interest on the due and payable amount equal to 1% per month, unless the statutory commercial interest is higher in which instance the statutory commercial interest shall apply. As from that moment any and all judicial and extrajudicial costs that Social Service Center incurs in order to obtain satisfaction – both in and out of court – shall be at the expense of the Client. In that case the Client shall be liable to pay compensation equal to at least 15% of the outstanding amount with a minimum of € 150.00. Should the costs actually incurred and to be incurred by Social Service Center exceed the aforementioned amount then these costs shall equally qualify for compensation.
  5. If the Client does not comply with its payment obligations in a timely fashion then Social Service Center shall be authorised to suspend the obligations entered into vis-à-vis the Client regarding delivery and/or performance of activities until the payment has been made or sufficient security has been provided for the same. The same already applies prior to the moment of default if Social Service Center may within reason assume that there are reasons to doubt the creditworthiness of the Client.
  6. In case of liquidation, insolvency, debt management or suspension of payment of the Client or a relevant application or petition the claims of Social Service Center and the obligations of the Client vis-à-vis Social Service Center shall immediately fall due.
  7. If the Client has, on any account whatsoever, one or more counterclaims vis-à-vis Social Service Center then the Client waives its setoff right. Said waiver of the setoff right is also applicable if the Client applies for (provisional) suspension of payment or is declared insolvent.

 

Article 12. Suspension and dissolution

  1. If the Client shall fail to meet its obligations stated in the contract, Social Service Center shall be entitled to dissolve the contract extrajudicial by means of a registered letter without prejudicing the related stipulation(s) in the contract. Dissolution shall occur only after giving the Client a written notice of default and after offering the Client reasonable time to rectify the shortcoming.
  2. Furthermore Social Service Center shall, without any demand or notice of default being required, moreover be authorised to dissolve the agreement, either in whole or in part, out of court by means of a registered letter and with immediate effect if:
    1. the Client applies for (provisional) suspension of payment or if the other party is granted (provisional) suspension of payment;
    2. the Client files a winding-up petition or is declared insolvent;
    3. if the Client shall submit an application for legal debt rescheduling or debt assistance, or if any legal clause concerning debt rescheduling or debt assistance shall apply to the Client;
    4. the company of the Client is liquidated;
    5. an important part of the company of the Client party is taken over;
    6. the Client discontinues its current company;
    7. an attachment is, through no fault of Social Service Center, imposed on a considerable part of the assets of the Client or if the Client should otherwise no longer be deemed able to comply with the obligations on account of the agreement.
  3. The Client shall be authorised to suspend or to dissolve the contract with Social Service Center only in as far as this authority shall result from the law. If at the time of dissolution, the Client has already benefited from work related to fulfilling the contract, then the Client can only dissolve the contract partially, namely only for the part that has not been carried out yet by or on behalf of Social Service Center.
  4. Amounts that have been invoiced by Social Service Center to the Client prior to the dissolution in connection with that which Social Service Center has already performed for the implementation of the Agreement shall remain payable by the Client to Social Service Center and shall immediately fall due at the time of dissolution.
  5. If the Client, after having been given notice of default in connection therewith, fails to comply, fails to comply in full or fails to comply in time with any obligation on account of the Agreement, Social Service Center shall be entitled to suspend its obligations vis-à-vis the Client without being liable to pay any compensation to the Client in that respect. Social Service Center shall also be entitled to this in the circumstances as intended in paragraph 2 of this article.

 

Article 13. Liability

  1. If Social Service Center shall be liable for damage, this liability shall be limited to the compensation of the direct damage and to the maximum compensation that the insurer of Social Service Center shall actually pay for this specific case. If the insurer does not pay compensation, the liability of Social Service Center shall be limited to the compensation of the direct damage and to maximum the invoice amount of the part of the contract that concerns the liability. In case of contracts with a turnaround time of longer than six (6) months, the liability of Social Service Center shall be further limited to the invoice amounts that Social Service Center has charged to the Client in the last six (6) months preceding the occurrence of the damage. Direct damage is exclusively understood as:
    1. the reasonable costs for the establishment of the cause and the scope of the damage, to the extent that the establishment is related to damage within the meaning of these general terms and conditions;
    2. the possible reasonable costs incurred in order to have the defective performance of Social Service Center comply with the Agreement, unless they cannot be attributed to Social Service Center;
    3. reasonable costs incurred in order to prevent or limit damage, to the extent that the Client demonstrates that these costs resulted in limitation of the direct damage within the meaning of these general terms and conditions.
  2. Social Service Center shall never be liable for indirect damage, including bodily harm, lost profit, lost savings, losses due to business interruptions and damage resulting from penalties imposed due to non-observance of delivery (completion) times. Social Service Center shall not be liable for damage, of any nature or any form whatsoever, in case it has departed from incorrect and/or incomplete information or data supplied by the Client.
  3. The liability of Social Service Center excludes the conduct of auxiliary staff.
  4. The Social Service Center shall archive all digital and other files. If files get damaged or lost or are not available or usable for any reason, the Social Service Center shall not be liable for the resulting damage.
  5. The limitations of liability for direct damage included in these general terms and conditions shall not be applicable if the damage can be blamed on intent or gross negligence on the part of Social Service Center.

 

Article 14. Prescription

Any form of liability of Social Service Center shall expire at the lapse of one (1) year from the time that the work activities are executed, the Assignment is completed and/or the deliveries have occurred.

 

Article 15. Indemnity

The Client shall indemnify Social Service Center against possible claims of third parties who incur damage in connection with the implementation of the agreement and of which the cause can be blamed on Client, including claims of third parties with regard to intellectual property rights on materials and data supplied by the Client that are used for the implementation of the agreement. In the event that Social Service Center should be challenged by a third party in this respect, then the Client shall be obliged to assist Social Service Center both in and out of court and to immediately do all that may be expected of it in such a case. If the Client fails to take adequate measures then Social Service Center shall, without notice of default, be entitled to proceed accordingly. All costs and damage on the part of Social Service Center and third parties arisen as a result thereof, shall be fully for the risk and expense of the Client.

 

Article 16. Intellectual property

  1. Without prejudicing the other stipulation(s) in these General Terms & Conditions, Social Service Center reserves all the rights to intellectual and industrial properties that result from the work activities or exist associated with the work as well as any authorities that belong to Social Service Center within this framework based on the law.
  2. All documentation, which Social Service Center has provided, are only intended to be used within the Client’s own organisation and are not allowed to be copied, published or brought to the knowledge of third parties without the prior permission of Social Service Center, unless it ensues otherwise from the nature of the documentation that was provided.

 

Article 17. Confidentiality

  1. Within the framework of their contract, both Parties are held to secrecy of all confidential information that they obtained from each other or from any other source. Information is considered confidential if one of the Parties has announced this or if this results from the nature of the information.
  2. If based on a legal provision or a judicial decision, Social Service Center shall be obliged to provide confidential information to third parties assigned by law or the competent court and Social Service Center cannot invoke the legal right to decline to give evidence and/or the right to decline to give evidence recognised or permitted by the competent court, Social Service Center shall not be obliged to pay compensation or indemnification and the other party shall not be entitled to dissolve the contract based on any damage caused by this.
  3. Social Service Center reserves the right to use any additional knowledge that emerges from carrying out the work activities for other purposes in as far as confidential information is not be brought to the knowledge of third parties.

 

Article 18. Force majeure

  1. The parties shall not be obliged to comply with any obligation if they are prevented from doing so as a result of a circumstance that cannot be blamed on negligence (schuld) and must neither be at their expense by law, a legal act or generally accepted practice.
  2. Under these general terms and conditions, force majeure shall mean, in addition to the meaning thereof as laid down in the law and in case law, all external causes, anticipated or not anticipated, on which Social Service Center cannot exert influence, but which prevent Social Service Center from fulfilling its obligations. This shall also include strikes in the company of Social Service Center or the manufacturer or supplier.
  3. Social Service Center shall also be entitled to rely on force majeure if the circumstance that prevents (further) compliance occurs after Social Service Center should have already complied with its commitment.
  4. During the period that the force majeure continues the parties can suspend the obligations on account of the Agreement. If this period lasts longer than 30 days then each party shall be entitled to dissolve the Agreement, without any obligation to compensate the other party for damage.
  5. To the extent that Social Service Center has already partly complied or shall comply with its obligations on account of the Agreement at the time of the occurrence of force majeure and independent value can be attributed to the part complied or to be complied with respectively, then Social Service Center shall be entitled to separately invoice the part already complied with or the part to be complied with respectively. The Client shall be obliged to pay this invoice as if it were a separate Agreement.

 

Article 19. Applicable law, interpretation of the terms and conditions and choice of forum

  1. All agreements concluded and to be concluded by Social Service Center shall be governed by Dutch law.
  2. In case of an interpretation of the content and meaning of these general terms and conditions as well as in the case of conflict between the content or interpretation of any translations of these general terms and conditions and the Dutch version, the Dutch text shall prevail each time.
  3. All disputes, including those that are only considered as such by one of the parties, which arise pursuant to an agreement to which the present terms and conditions are fully or partly applicable or pursuant to other agreements that arise from such an agreement, shall be settled by the competent court in the district where Social Service Center has its registered office, unless a mandatory statutory provision opposes such. This shall not alter the fact that Social Service Center may agree with the Client to have the dispute settled by means of independent arbitration.