Terms and conditions DGB BV, Chamber of Commerce no. 58490213, 26 October 2015
The following terms and conditions are applicable on all offers from, all assignments to and all agreements with DGB BV, established in Velp (DGB hereafter), regarding provision of services.
Among the services provided in the first paragraph of this article are included but not limited to:
- Entering into a partnership with an organisation, according to a partnership agreement closed between DGB and the other party
- Establishing ‘memberships’ with the people working in these companies, according to a membership agreement between DGB and the other party
- Organizing congresses and events that span multiple days
- Arranging the placing of advertisements in the broadest sense.
The client may only invoke on stipulations that diverge from these conditions if the relevant stipulations are expressly accepted by DGB BV.
The general conditions of the client only apply to contracts entered with DGB, provided they do not conflict with the present conditions. When in doubt about whether such a conflict exists, the general terms of DGB BV apply.
If the present conditions apply on the relationship between the client and DGB, the applicability of these general conditions are deemed to have been accepted. This concerns all subsequent orders / concluded agreements with the client / services rendered, unless applicability of these terms is excluded.
The offers made by DGB BV are free, unless explicitly stated otherwise. The offer price is valid for thirty days, unless indicated otherwise. Offers are based on data provided by the other party, that DGB BV may assume is correct. The contents of leaflets, brochures and the like are subject to change and are not binding to DGB BV.
The data provided by the other party will be included in the customer database of DGB BV. The data will be used to inform the other party about new and existing services from DGB BV.
All agreements with DGB regarding placing of advertisements (including all contracts with advertisers and intermediaries) are in addition to the general conditions of DGB BV applicable to the latest applicable version of the Rules for the Advertising Industry, published by the Executive Order and Supervision for the Advertising Industry. When the general conditions DGB BV contradict with the Rules for the Advertising Industry, the Rules for the Advertising Industry prevail.
These terms and conditions also apply for the benefit of staff and helpers of DGB BV, that operate during the application and implementation of the agreement, as well as to the benefit of others that implement a part of the agreement or its entirety.
Payment of invoices shall be made, unless otherwise agreed in writing, without deduction or discount (before the service) within 14 days after the invoice date and in the manner and currency as indicated on the invoice of DGB BV.
The payment period of 14 days is a deadline. In case of late payment, the customer / client is in default without notice. From that moment, the contractual interest equal to the statutory interest provided in Article 6:119 of the Civil Code, plus two percentage points, as well as the judicial and extrajudicial costs in order to claim the performance, rescission and / or damages accounted, will on behalf of the other party. Except if DGB BV is deemed unsuccessful in this regard.
Notwithstanding the impact that the Civil Code attaches to default, DGB claims reimbursements of the costs of extrajudicial legal aid in the event of non-payment of an invoice.
The payments made by the other party to settle in the first place of all interest and costs and secondly the invoices that are open the longest time, even if the other party states that the payment relates to a later invoice.
The other party may not settle any claim on a debt on DGB from this agreement.
DGB at all times reserves the right to demand security for payment or advance, with performance of its obligations may be suspended until the security is provided.
Delivered goods remain the property of DGB BV until full payment, also in the costs mentioned in article 2.3, occurred.
3. RETENTION AND SUSPENSION LAW
If the other party is in default with respect to the payment of the amount due to DGB, DGB is entitled to his or by his him by or on behalf of the defendant handed pieces, and keep the results of its work behind, until full payment of the amount payable to DGB has occured or sufficient security for payment has been made.
In the 2B.1 referred case to the implementation of the agreement with the other party DGB will also be entitled to suspend the application of the agreement, until full payment has been made or sufficient security for payment has been notified.
Under suspension as referred to in paragraph 2 of this article is also expressly understood the (temporary) removal of the entry in any by DGB managed data website and /or personal data.
Complaints may be made applicable if they are submitted in writing, with a description of the grievance and are within eight days of delivery in possession of DGB, without prejudice to the following paragraphs. Failing this DGB has the right to disregard the complaint.
Regarding the defect complaints that may appear with use, the complaint can still be valid within eight days after the defect the party has proved or could prove. However, this is never later than two months after the invoice data. This settlement can not be invoked by the other party if he could have discovered the defect by a single sample within eight days of delivery.
Complaints do not give the other party the right to suspend payment or against any other existing obligations it may have to DGB.
The other party can not appeal to a complaint if he does not enable DGB to examine whether the complaint is justified.
If the complaint concerns part of the services, this can not lead to rejection of the whole, unless the whole must be considered unusable.
If a complaint regarding a service delivered is warranted, DGB will not be accountable for more than the provision accounted for the agreed service, or (at the discretion of DGB) the credit of the other party for an amount equal to the by the counterparty price payable in respect of the service.
The other party loses all rights and powers at his disposal on the basis of defective, if he does not complain within the periode mentioned above or DGB has not offered the opportunity to repair he defects.
5. PRICES OF SERVICES TO BE DELIVERED BY DGB
Partnerships and memberships are, unless otherwise agreed, billed annually prior to the month in which the partnership or membership started.
Partnerships and memberships are valid for a certain timeframe, unless otherwise agreed upon. The minimum duration of a partnership c.q. membership DGB is one year.
DGB is entitled to adjust the prices of partnerships and memberships annually, based on the Consumer Price Index (CPI) of the CBS.
DGB is entitled to raise prices one-sided for partnerships and memberships. DGB informs the other party if possible at least one month before the onset of the changes in writing.
The other party may withdraw from price increases referred to in paragraph 4 of this article concerning the partnership or membership. It may do so with immediate effect in writing, but only before the price increase takes effect.
DGB can dissolve the partnership, membership or other types of services in writing with immediate effect if the other party fails to fulfill its obligations or finds itself in liquidation, suspension of payments, files an application for bankrupty or finds his business wholly or partially dissolved or discontinued.
The partner or member is not permitted without prior written consent of DGB to transfer rights and / or obligations by a partnership or membership to a third party. DGB can derive its legal relationship with the partner and member to a third party, as well as the individual rights and or / obligations to that legal relationship. If this occurs, the partner / member partnership / membership can terminate the membership with immediate effect.
DGB's liability for damages suffered by the counterparty as DGB (or a person for whom it is liable under the law) is excluded when DGB fails to fulfill the contract or commits a tort in connection with the execution of the agreement.
Paragraph 1 does not apply to damages caused by intent or gross negligence of DGB or any person for which it is liable under the law. The liability for such damage is limited to liability for direct damage to property (including computer programs and databases) and direct damage caused by death or injury and further limited to the invoice value or, if there is a duration contract agreement, the compensation that the other party payed the latest month.
Any liability of the DGB and the persons for whom DGB is responsible, is limited in all cases to the maximum of the invoice value of (the part of) the agreement from which the liability arises.
The other party indemnifies DGB against all third party claims in respect of damage, tangible and intangible, which these third parties may suffer from.
DGB is not liable for damage caused by the inaccuracy of services provided by or on behalf of DGB.
DGB is never liable for indirect damage, including stagnation in the regular course of business in the organization of the other party, in any way related to or caused by an error in the execution of the work by the other party.
All intellectual property rights relating to the public works issued by DGB, including copyrights, trademarks and rights on the legal protection of databases pursuant to the Directive 96/9 / EG, lie with DGB. Unless expressly and unambiguously permitted by DGB or by law, no part of the issued DGB c.q. disclosed publications may be reproduced in any way, including storage in an electronic data file. Notwithstanding is liability to DGB for damage caused by the breach of its obligations, the customer is required from those to whom he may or may not temporary and in any manner whatsoever provides publicised works from DGB, to stipulate that the person accepts obligations and by the way of perpetual clause would impose on others.
The other party is permitted to remove or change any indication concerning copyrights, trademarks, trade name or other intellectual or industrial property (software) material.
Delivery of the agreed services may take place in installments.
The agreed upon delivery begins to run on the date the agreement in writing is concluded, or (in the absence of a written agreement) on the day of the party DGB first written appeals to supply a certain date. The delivery, however, does not begin to run until the party provides DGB wit hall of the required information, documents, etc. for the agreement.
The delivery time is an approximation and not a deadline, unless specifically agreed upon otherwise.
If DGB by odds is unable to deliver within the delivery time completely, correctly and appropriately, DGB has the right to terminate the agreement or to share a reasonable timeframe to the other party, to supply properly and sound. During this DGB is not liable for any damages, whatsoever.
Force majeure on the side of DGB exists where DGB is prevented from fulfilling its obligations under the agreement or the preparation thereof. For example, as a result of war, threat of war, civil war, riots, fire, water damage, floods, no access to certain areas, strikes, sit-ins, exclusion and export restrictions, government measures, defects in machinery, failure of computer hardware or software, disability, disruptions in the supply of energy. Everything both in the business of DGB as third parties from whom DGB should all or some of the services required, and in addition by all (other) causes beyond the control or the risk of DGB.
DGB has the right to supply wholly or partly by third parties.
9. LIMITATION / REVOCATION
All legal claims against DGB, including claims for damages, lapse and / or expire after one year after the claim / claims started.
Changes, additions or alterations to the contract are only valid if they are made in writing and signed by both parties.
DGB has the right to change these conditions any time. They take effect at the date of entry, and DGB is held to notify the other party to the amended terms on time.
If a party timely notifies DGB that they do not agree with the amendment of the terms and conditions, the conditions will remain applicable in the relationship between this party and DGB before the amendment of the terms and conditions.
11. PARTIAL NULLITY
If any provision of the agreement and / or the terms and conditions proves to be invalid, this shall not affect the validity of the entire agreement. Parties will agree on determining (a) new provision (s) that as much as legally possible gives form to the original statement.
12. TOEPASSELIJK RECHT
The agreement, the interpretation and the implementation thereof is governed by Dutch law.
The following conditions additionally apply to partnerships and memberships.
A partnership c.q. membership is established by means of a by the potential partner / potential member completed application form, electronically accepted by DGB.
DGB reserves the right to carry out a screening before accepting the partner and / or member. DGB reserves the right to refuse partnership or membership if the screening of the potential partner / potential member leads to this action.
The partnership / membership will enter into force on the data stated in de DGB confirmation, for the duration of at least one year.
DGB can dissolve the partnership / membership with immediate effect and remove mentioning of the partner / member on any website maintained by DGB, if the partner and / or member fails to fulfill its obligations, finds itself in liquidation, applies for bankrupty, or dissolves his organisation partially or completely.
The damage, which DGB is not liable, as defined above, includes any damages whatsoever resulting from the inaccessible websites managed by DGB by malfunction or inoperability.
4. LOGIN CODE PARTNER / MEMBER
The login code provided to each partner / each member, in order to log in on the website maintained by DGB, is strictly personal. The partner / member is not allowed to make this login code available to third parties and to allow them to use it.