Antina van der Veen, acting under the name Bookstagrammers.com, acting under the name Social Connection (in the following: Bookstagrammers.com) is registered at the Chamber of Commerce of the Netherlands under number 60509295 and is established on Dijkerhoekseweg 13-15 (7451LV) in Holten, the Netherlands.
Article 1 – Definitions
- In these general conditions, the following terms are used in the meaning below, unless expressly stated otherwise.
- Offer: every offer or quotation for Client for the carrying out of Services by Bookstagrammers.com
- Company: the natural or legal person acting from the exercise of a profession or business.
- Consumer: the natural person not acting from the exercise of a profession or business.
- Services: social-media marketing services, the production, editing, and adaptation of Film works and the creation and adaptation of pictures (in the following: content).
- Bookstagrammers.com: the service provider offering Services to Client.
- Client: the Company acting from the exercise of a profession or business that has appointed Bookstagrammers.com, that has granted projects to Bookstagrammers.com for Services that are carried out by Bookstagrammers.com, or to which Bookstagrammers.com has made a proposal based on an Agreement.
- Agreement: every Agreement and other commitments between Client and Bookstagrammers.com, as well as proposals from Bookstagrammers.com for Services that are provided by Bookstagrammers.com to Client and that are approved and accepted by Client and carried out by Bookstagrammers.com, that these general conditions are an integral part of.
- Social media: the Facebook, Instagram, Twitter, YouTube, TikTok, Snapchat, or LinkedIn account of Client for which he makes use of the provision of services of Bookstagrammers.com.
- Content: element, picture/photo, video, or text that can be shared on a website or social-media channel.
- Post: the content placed by Bookstagrammers.com on social media, such as a message, photo, story, or video.
- Film work: the video-graphic work, in any form whatsoever, developed by Bookstagrammers.com.
Article 2 – Applicability
- These general conditions are applicable to every Offer from Bookstagrammers.com, each Agreement between Bookstagrammers.com and Client, and to every service that is offered by Bookstagrammers.com.
- Before an Agreement is concluded, Client is provided with these general conditions. If such is reasonably not possible, Bookstagrammers.com will indicate to Client in what manner Client will be able to peruse the general conditions.
- Derogation from these general conditions is not possible. In exceptional situations, the general conditions can be deviated from to the extent explicitly established with Bookstagrammers.com in writing.
- These general conditions are applicable as well to additional, modified, and subsequent orders from Client.
- The general conditions of Client are excluded.
- The general conditions of Studio Flix and/or Mass Movement are correspondingly applicable to these general conditions.
- If one or several provisions of these general conditions are partially or entirely void or are annulled, the other provisions of these general conditions remain effective, and the void/annulled provision(s) will be replaced by a provision with the same purport as the original provision.
- Ambiguities regarding the substance, interpretation, or situations that have not been arranged for in these general conditions, must be assessed and interpreted according to the spirit of these general conditions.
- The applicability of the articles 7:404 BW (Civil Code) and 7:407 section 2 BW is explicitly excluded.
- If reference is made in these general conditions to him/her, such must also be understood as a reference to he/him/his, if and to the extent applicable.
- In case Bookstagrammers.com has not constantly requested compliance with these general conditions, they do retain the right to demand full or partial compliance with these general conditions.
Article 3 - The Offer
- All offers made by Bookstagrammers.com are non-committal, unless indicated otherwise in writing elsewhere. If the Offer is valid limitedly or under specific conditions, such is expressly stated in the Offer.
- Bookstagrammers.com is only bound by an Offer if it is confirmed by Client in writing within 30 days, or – if established between Parties – within a different term. Bookstagrammers.com nevertheless has the right to reject an Agreement with a (potential) Client on grounds that are legitimate for Bookstagrammers.com.
- The offer contains a description of the Services offered. The description is sufficiently specified, so that Client is able to make a proper assessment of the offer. Any possible information in the offer is merely indicative and cannot constitute grounds for any compensation of damages or the rescission of the Agreement.
- Offers or quotations do not apply automatically to subsequent orders.
- Delivery times in the offer from Bookstagrammers.com in principle are indicative and do not grant the right to Client in case of the overrunning thereof of rescission or compensation of damages, unless expressly established otherwise.
Article 4 – Adoption of the Agreement
- The Agreement is adopted at the moment that Client has accepted an Offer and/or Agreement from Bookstagrammers.com by returning a signed copy (scanned or an original copy) to Bookstagrammers.com, or by giving explicit and unambiguous approval for the Offer by e-mail.
- Bookstagrammers.com has the right to revoke the (signed) Agreement within 5 business days after receipt of the acceptance.
- Bookstagrammers.com is not bound by an Offer if Client could reasonably have expected or could or should have understood that the Offer contains an apparent mistake or typing error. No rights can be derived from such mistake or typing error by Client.
- If Client, after having consulted to such effect, cancels an order that has already been confirmed, the costs effectively incurred already (including the time spent) are billed to Client.
- Every Agreement that is entered into with Bookstagrammers.com or a project that is granted by Client to Bookstagrammers.com lies with the company and not with an individual person who is associated with Bookstagrammers.com.
- The right of revocation of Client who is a Company is excluded, unless established otherwise. Client who is a Consumer has the right of revocation for the duration of the legal term of 14 days, unless Bookstagrammers.com has already started with the consent of Client with the Provision of Services. Through this consent, Client waives his rights of revocation.
- If the Agreement is entered into by multiple Clients, each Client is severally and jointly liable for compliance with all obligations flowing from the Agreement.
Article 5 – Duration of the Agreement
- The Agreement is adopted for a fixed term, unless the content, nature, or tenor of the order entails that it was adopted for an indefinite time. The duration of the assignment also depends on external factors, also including, though not limited to, the quality and the timely delivery of the information that Bookstagrammers.com obtains from Client.
- Both Client and Bookstagrammers.com can rescind the Agreement on grounds of an attributable shortcoming in compliance with the Agreement if the other party has been declared in default and a reasonable term has been granted to it to still fulfil its obligations and it continues to fail to comply with its obligations correctly in such case. Thereby are intended as well the payment and cooperation obligations of Client.
- The rescission of the Agreement leaves unaffected the payment obligations of Client, to the extent Bookstagrammers.com at the time of the rescission has already carried out activities or delivered performances. Client must settle the established fee.
- Parties can terminate the Agreement by way of registered mail, with due regard for a notice period of one (1) month.
- In case of the premature termination of the Agreement, Client owes the costs effectively incurred until such time to Bookstagrammers.com, against the established (hourly) rate. The hour registration of Bookstagrammers.com thereby is leading.
- Both Client and Bookstagrammers.com can cancel the Agreement without any further default notice entirely or partially with immediate effect in case one of the parties is in a situation of suspension payments, bankruptcy has been filed for, or the relevant enterprise ends through liquidation. If a situation as referred to above occurs, Bookstagrammers.com never is obliged to refund money already received and/or to pay damages.
Article 6 – Implementation of the Provision of Services
- Bookstagrammers.com will exert itself to carry out the established service with the greatest possible diligence, as may be demanded of a good service provider. Bookstagrammers.com guarantees a professional and independent provision of services. All Services are carried out on the basis of a best- effort obligation, unless a result has explicitly been established in writing that has been elaborately described.
- The Agreement pursuant to which Bookstagrammers.com carries out the Services is leading for the scope and reach of the provision of services. The Agreement will only be carried out for the benefit of Client. Third parties cannot derive any rights from the content of the Services carried out in connection with the Agreement.
- The information and data provided by Client are the basis on which the Services offered by Bookstagrammers.com and the prices are founded. Bookstagrammers.com has the right to alter its provision of services and its prices if the information provided turns out to have been incorrect and/or incomplete.
- Upon the implementation of the Services Bookstagrammers.com is not obliged or bound to follow the indications of Client if the content or scope of the established Services would thereby be changed. If the indications entail further activities for Bookstagrammers.com, then Client is obliged to correspondingly compensate the additional associated costs pursuant to a new quotation.
- Bookstagrammers.com has the right to deploy third parties at own discretion for the implementation of the Services.
- If the nature and the duration of the assignment require such, Bookstagrammers.com keeps Client informed intermediately of the progress.
- The implementation of the Services is based on the information provided by Client. If the information must be changed, this may have consequences for such planning as may have been established. Bookstagrammers.com never is liable for the adjustment of the planning. If the start, progress, or delivery of the Services is delayed because, for example, Client has not, has not timely, or has not provided in the format required all information requested, renders insufficient assistance, a possible down payment has not been timely received by Bookstagrammers.com, or due to other circumstances, which are at the expense and risk of Client, a delay pertains, Bookstagrammers.com is entitled to a reasonable extension of the delivery term. All damage and additional costs as a result of delays due to a cause as indicated above are at the expense and risk of Client.
- To the extent it has been established that Bookstagrammers.com places content or implements changes to the Social media account of Client, Client will grant Bookstagrammers.com access to such effect to all places, Services, and Social media under his control to the extent reasonably required for the benefit of an effective implementation of the Agreement.
- Client is obliged to do and refrain from everything that is reasonably desirable and required to enable the correct and timely implementation of the Services by Bookstagrammers.com.
- Bookstagrammers.com has the right but is never obligated to investigate the correctness, completeness, or cohesion of the (source) materials, requirements, or specifications provided to it and in case of the identification of any possible imperfections Bookstagrammers.com has the right to suspend the established activities until the moment that Client has lifted the relevant imperfections.
Article 7 - Obligations Client
- Client is obligated to provide all information requested by Bookstagrammers.com, as well as relevant appendices and associated information and data timely and/or before the start of the activities and in the form requested for the purpose of the correct and efficient implementation of the Agreement. Failing such, it may occur that Bookstagrammers.com is unable to realise the complete execution and/or delivery of the relevant paperwork. The consequences of such a situation at all times are at the expense and risk of Client.
- Bookstagrammers.com is not obliged to control the correctness and/or completeness of the information provided to them or to update Client with regard to the information if it has changed over the course of time, nor is Bookstagrammers.com responsible for the correctness and completeness of the information that is composed by Bookstagrammers.com for third parties and/or is provided to third parties in the context of the Agreement.
- Bookstagrammers.com can, if such is required for the implementation of the Agreement, request for additional information. In the absence thereof, Bookstagrammers.com has the right to suspend its activities until the information is received, without being obligated to pay any compensation of damages on any account whatsoever towards Client. In case of changed circumstances, Client must report this directly, or no later than 3 business days after the change has become known, to Bookstagrammers.com.
Article 8 – Advice
- If commissioned to do so, Bookstagrammers.com can establish an advice, plan of action, design, report, planning and/or reporting for the purpose of the provision of services. The content thereof is not binding and only advisory in nature, though Bookstagrammers.com will observe the duties of care it is subject to. Client himself decides and under own responsibility whether or not to follow the advice.
- The advice provided by Bookstagrammers.com, in any form whatsoever, can never be considered binding advice.
- Client is obligated upon first request of Bookstagrammers.com to assess the proposals provided by the latter. If Bookstagrammers.com is delayed in its activities because Client has not or has not timely provided an assessment for a proposal made by Bookstagrammers.com, Client himself is responsible at all times for the consequences that have occurred as a result, such as delays.
- The nature of the provision of services entails that the result at all times is dependent on external factors that may affect the reports and advice of Bookstagrammers.com, such as the quality, correctness, and timely supply of the information and data required from Client and his collaborators. Client guarantees the quality and the timely and correct delivery of the data and information required.
- Client will report all circumstances to Bookstagrammers.com in writing prior to the start of the activities that are or may be relevant, also including any points and priorities for which Client wishes to draw attention.
Article 9 - Content and/or Film Work
- Client is obligated to provide all information, data, and paperwork required timely, correctly, and in the form desired for the purpose of the development and realisation of content. If content is discussed afterwards, this is also referred to as Film Work.
- The creation of content, visual and film works is an expression of creativity, taste, and authenticity. If Client agrees with the Offer or script as communicated by Bookstagrammers.com, this also means that Client approves of the approach and style applied by Bookstagrammers.com. Bookstagrammers.com has the right to carry out the substance of its provision of services, to the extent nothing has been expressly reported concerning by Client, at its own technical and creative discretion.
- If Bookstagrammers.com is forced for the efficient implementation of the Agreement to rent additional material or a space, or it turns out afterwards that more time is required for processing, additional costs may be billed for this during the assignment, such as costs for the visiting of a location. Such matters take place on the basis of post-calculation. Bookstagrammers.com will timely inform Client accordingly.
- Bookstagrammers.com can demand from Client that additional arrangements are made regarding the implementation, costs, or the duration of the assignment if weather conditions or other external factors in the opinion of Bookstagrammers.com hinder the efficient implementation of the Agreement. Such circumstances are designated as force majeure. Any damage or delays as a result of a situation of force majeure never constitute grounds for liability of Bookstagrammers.com and do not confer the right to compensation of damages to Client.
- All delivery terms submitted by Bookstagrammers.com never regard strict time limits, unless explicitly established otherwise by Bookstagrammers.com by Agreement. Bookstagrammers.com will deliver the works to be developed when in their professional opinion they meet the specifications of Client, which may thus deviate from the established delivery term. If the start, progress, or delivery of the Services is delayed because, for example, Client has not or has not timely supplied all information requested, he renders insufficient assistance, the (down) payment is not received on time by Bookstagrammers.com, or because of other circumstances that are at the expense and risk of Client a delay has occurred, Bookstagrammers.com is entitled to a reasonable extension of the delivery term.
- Bookstagrammers.com exerts itself to realise the provision of services within the established term, to the extent it can be reasonably demanded of it. In case of urgency, Client is obligated to pay the compensation concerned.
- Bookstagrammers.com has the right to keep the Film Work and content developed by it under its control until Client has settled all outstanding invoices. Bookstagrammers.com is not liable in such case for any possible delays or damage flowing from delays.
- If Client wants to (let) make by a third party or himself make a variant, derived version, or only elements of the visual material developed by Bookstagrammers.com or the content, Bookstagrammers.com must give prior and explicit written permission for this to Client. Without the prior written consent of Bookstagrammers.com, any modified version of the work of Bookstagrammers.com will be considered a violation of the intellectual property rights or copyrights of Bookstagrammers.com.
- Bookstagrammers.com has the right to use all works, designs, and all matters subject to its intellectual property rights for the purpose of its own promotion and/or publicity, without needing to obtain the (prior) express permission from Client to such effect.
- The intellectual property rights and copyrights to videos and other visual material remain with Bookstagrammers.com, unless explicitly established otherwise. Client in principle acquires a right of use after the moment of delivery and to the extent all outstanding invoices have been settled. For the other provisions regarding the intellectual property rights to the work realised by Bookstagrammers.com, observance of article 25 of these general conditions is maintained.
Article 10 - Voice-over and music rights
- If so established, use can be made of one or several voice-overs and/or other audio. Parties must make further arrangements regarding the concretisation thereof.
- Music that is used in a Film Work must be compensated by Client. Client is obligated to timely and completely disburse the compensation due for the use thereof to an organisation such as Buma/Stemra, Stichting SYNC, SENA, or a comparable organisation. Client has an independent obligation and responsibility to timely register and compensate the relevant music rights in the correct manner. Bookstagrammers.com is not responsible for the determination of the amount of the compensation for the use of the music rights, unless parties have explicitly established otherwise in writing.
- Bookstagrammers.com will render assistance to Client for the purpose of the processing of the compensation of the music rights.
- If Bookstagrammers.com is addressed by the relevant organisation for the payment of a compensation for the use of the music rights, Bookstagrammers.com will bill these costs entirely to Client. If additional costs, such as fines and/or administrative charges, are thereby billed by the organisation, then Bookstagrammers.com will pass on these costs one-to-one, as well as its own expenses, to Client. The Client who exercises a profession or business must also pay a fine to Bookstagrammers.com in the amount of 500 euros per violation.
Article 11 – Delivery
- All delivery terms indicated by Bookstagrammers.com never regard strict time limits, unless explicitly established by Bookstagrammers.com by Agreement. Bookstagrammers.com will deliver the (Film) Works to be developed when in their professional opinion they meet the specifications of Client, which date may thus deviate from the delivery term established initially. If the start, progress, or delivery of the Services is delayed because, for example, Client has not or has not timely supplied all information requested, he renders insufficient assistance, the (down) payment is not timely received by Bookstagrammers.com, or due to other circumstances that are at the expense and risk of Client a delay has occurred, Bookstagrammers.com is entitled to a reasonable extension of the delivery term.
- All damage and additional costs as a result of a delay due to a cause as referred to in section 1 are at the expense and risk of Client and will be billed by Bookstagrammers.com to Client.
- After the Film Work has been completed by Bookstagrammers.com, or at least after Bookstagrammers.com has carried out the editing and/or processing on the Film Work, Client in principle is entitled to 1 round free of charges of feedback/adjustments, unless established otherwise. Bookstagrammers.com operates on the basis of a fixed work method so as to carry out the editing and/or processing as efficiently as possible. The visual material is edited in accordance with the script, though Bookstagrammers.com is at liberty, in accordance with its professional opinion, to deviate therefrom if such benefits the Film Work. Client is shown the edited version including any possible adaptations, transitions, and so on. Unless expressly established otherwise, Client does not receive any raw unprocessed imagery from the day(s) of production.
- If it has been established that Client following delivery is entitled to one or several modification rounds with regard to the content, the costs thereof depend on what was established by parties by Agreement.
- Modifications are carried out to the extent these adjustments are reasonable in proportion to the (Film) Work to be delivered and the compensation established for it. If in the professional opinion of Bookstagrammers.com, the requests of Client lead to more activities than can reasonably be demanded of it in proportion to the free adjustment round, Bookstagrammers.com will prepare a new quotation for this/make Client a new offer.
- The (Film) Work produced by Bookstagrammers.com is deemed delivered after the reasonable feedback of Client has been processed. If established that Client after delivery is entitled to multiple modification rounds, the costs thereof depend on what was established by parties by Agreement.
- In the event of implementation in stages, or if Client must grant approval, Bookstagrammers.com has the right to suspend the implementation of the Agreement, i.e., the delivery term, until the moment that Client has given his approval. Subsequently, Client must evaluate and accept or reject the Film Work delivered until such time within 7 days after the first version, unless established otherwise. If Client does not reject the delivered matter within this period, the Film Work is deemed to have been accepted and the assignment or that part of the assignment is deemed to have been delivered. Client does not have the right to base an acceptance or rejection in a later stage on aspects that were approved by him already in an earlier stage.
- Bookstagrammers.com exerts itself to realise the provision of services within the established term, to the extent such can be reasonably demanded of it. In case of urgency, Client is obliged to compensate the additional costs involved to Bookstagrammers.com.
- Bookstagrammers.com exerts itself to provide the Service as much as possible in conformity with the Offer.
- Bookstagrammers.com has the right to sign all designs developed and/or created by it, or to (let) indicate its name. They also have the right to use all their designs, concepts, and all matters that are subject to their intellectual property rights for the purpose of their own promotion and/or publicity, without obtaining the (prior) express permission to such effect from Client.
- After delivery, responsibility for correct compliance with the relevant licenses from third parties for the use of what was developed lies with Client. Bookstagrammers.com will sufficiently inform Client regarding the applicable license conditions.
Article 12 – Risk transfer
The risk of theft and loss, embezzlement, or damaging of data, documents, software, data files and/or matters that are used, created, or delivered in the context of the implementation of the Agreement is transferred to Client at the moment that these have been brought under the effective control of Client.
Article 13 - Guarantees
Bookstagrammers.com carries out the Services in conformity with the standards effective in the sector. Bookstagrammers.com thereby expressly does not give any guarantees.
Article 14 - Social Media Advertising
- As a part of the provision of services, Bookstagrammers.com takes care of paid campaigns on behalf of Client. If it has been established that Bookstagrammers.com must carry out social-media advertising, Client must grant full cooperation.
- Bookstagrammers.com does not guarantee any results regarding the provision of marketing services. Bookstagrammers.com only applies a certain strategy that has yielded results in the past.
- The nature of the provision of services entails that such results as may be achieved are dependent on various external factors that may affect the results of the service, such as the quality and availability of the third-party software or services that are required upon the implementation of the provision of services. External factors such as, for example, though not limited to, algorithms, rules, guidelines, policy, technological developments as well as human action such as surfing behaviour, may therefore affect the results and work method of Bookstagrammers.com. Bookstagrammers.com will carry out its activities with due regard for the aforementioned factors and taking into account any possible changes thereto. Said provisions never constitute grounds for Client for the rescission of the Agreement nor for a right to compensation of damages.
- The scope of the social media advertising only encompasses what has explicitly been established by parties.
- Social-media advertising is conducted by way of a digital management environment. In case Bookstagrammers.com advertises on social media on behalf of Client, Client must grant Bookstagrammers.com access to the account.
- Client must make sure that:
- The credit card added has at its disposal sufficient credit;
- It is clearly indicated through which social media accounts the advertising must be conducted.
- If Bookstagrammers.com sets up social-media advertising for the benefit of Client, the budget for the social-media advertising is determined by Client. If Client wants more activities than is possible on the basis of the current rate, additional charges must be billed for this. Such services in the context of social- media advertising are established clearly in writing. Client can supply content and/or information for this purpose.
- Bookstagrammers.com can supply texts itself for Client. Bookstagrammers.com applies an own approach and style regarding social-media advertising. If Client has agreed to the implementation of social-media advertising by Bookstagrammers.com, Client has also approved the approach applied by Bookstagrammers.com and the texts and/or campaign prepared by Bookstagrammers.com. Client must make further arrangements concerning with Bookstagrammers.com.
- The carrying out of social-media advertising in addition always depends on human action on the part of third parties. Bookstagrammers.com therefore does not guarantee the achievement of a certain number of likes, new followers, views, etc.
- If the activities in the opinion of Bookstagrammers.com exceed their provision of services, it has the right to deploy a third party for the purpose of such activities, or to provide for the mediation between Client and a third party for the purpose of the implementation of the provision of services. This applies, e.g., for the organisation of the advertising campaigns, the writing of texts, the designing of logos, lay- outs, the taking of pictures, and more.
- If Client himself wishes to apply intermediate changes to the campaign, he must first consult with Bookstagrammers.com concerning, before these changes are implemented. For all consequences of modifications or adjustments upon initiative of Client that were not previously assessed explicitly by Bookstagrammers.com or it has otherwise approved of in advance, Client is responsible himself. Any negative effects due to said modifications are not grounds for liability of Bookstagrammers.com.
Article 15 – Additional activities and modifications
- If it turns out during the implementation of the Agreement that the Agreement must be modified or upon request of Client further activities are required to achieve the result desired by Client, Client is obligated to compensate such additional activities in accordance with the established rate. Bookstagrammers.com is not obliged to grant this request and may demand from Client that a separate Agreement is concluded for this and/or is referred to a competent third party.
- If the additional activities are the consequence of negligence of Bookstagrammers.com, Bookstagrammers.com has made a wrong estimate, or could reasonably have foreseen the relevant activities, these costs are not passed on to Client.
- During the implementation of the Agreement additional work is exclusively possible, for which Client must settle an additional fee. If during the implementation of the Activities modification of the Agreement is required by Client comprising reduced activities on the part of Bookstagrammers.com, Client is not entitled to the refunding of any costs.
Article 16 – Prices and payment
- All prices in principle are exclusive of sales tax (VAT), unless established otherwise.
- Bookstagrammers.com carries out its provision of services in conformity with the established (hourly) rate. The costs of the activities can, as a matter of down payment, also be calculated retroactively. If the costs are calculated retroactively, this occurs based on the (hour) registration prepared by Bookstagrammers.com (post-calculation). The costs for the activities of Bookstagrammers.com may also occur monthly, by way of direct debit.
- Travel time for the benefit of Client and costs related to travel are passed on to Client. Also other expenses are passed on to Client.
- Client is obligated to completely compensate the costs of third parties that are deployed after the approval of Client by Bookstagrammers.com, unless expressly established otherwise.
- Parties can establish that Client must pay an advance. If an advance gas been established, Client must pay the advance before a start is made with the implementation of the provision of services.
- Client cannot derive any rights or expectations from a budget issued, unless parties have expressly established otherwise.
- Bookstagrammers.com has the right to annually increase the effective prices and rates in conformity with the effective inflation rates. Other price changes during the Agreement are only possible if and to the extent they have been expressly established in the Agreement.
- Client must settle these costs at once, without any setoff or suspension, within the payment term indicated on the invoice, 30 calendar days, on the bank account number communicated to him and according to the details of Bookstagrammers.com.
- In case of liquidation, insolvency, bankruptcy, involuntary liquidation or requests for payment vis-à-vis Client, the payment and all other obligations of Client on account of the Agreement become immediately exigible.
Article 17 – Collection
- In case Client does not comply with his payment obligation and has not fulfilled his obligation within the payment term established for this, Client who is a company falls into default legally. Client who is a Consumer will first receive a written warning with a 14-day term after the date of the warning to still fulfil his payment obligation, thereby stipulating the extrajudicial costs if Client does not comply with his obligations within that term, before falling into default.
- From the date that Client is in default, Bookstagrammers.com will be entitled, without any further default notice, to the statutory commercial interest as from the first day of default until full settlement, and to compensation of the extrajudicial costs in conformity with article 6:96 BW (Civil Code), to be calculated in accordance with the table from the decree on the compensation of extrajudicial collection costs of 1 July 2012.
- If Bookstagrammers.com has incurred more or higher costs that are reasonably necessary, these costs are eligible for compensation. Also the judicial and enforcement costs incurred are integrally borne by Client.
Article 18 - Privacy, data processing, and security
- Bookstagrammers.com handles the (personal) data of Client and of Clients of the Website diligently and will only use such in conformity with the privacy statement. If so requested, Bookstagrammers.com will inform the data subject concerning.
- Client is responsible himself for the processing of data that is processed through the use of a Service from Bookstagrammers.com. Client also guarantees that the content of the data is not unlawful and does not violate any third-party rights. In this context, Client safeguards Bookstagrammers.com against all (legal) claims related to this data or the implementation of the Agreement.
- If Bookstagrammers.com on grounds of the Agreement must provide for the security of information, such security will be compliant with the established specifications and a level of security that in view of the state of the art, the sensitivity of the data, and the associated costs, is not unreasonable.
- Parties must act in conformity with the General Data Protection Regulation and to comply with the obligations flowing therefrom, as well as with other applicable legislation and regulations. Parties must conclude a processor agreement to such effect.
- Client has obligations towards third parties on grounds of the General Data Protection Regulation. Thereby is intended, though it is not limited to, the provision of information, the provision for perusal, the correction, and the removal of personal data of data subjects. Client himself is exclusively and fully responsible for the correct fulfilment of these obligations. Bookstagrammers.com with regard to this personal data is the “Processor” in the sense of the GDPR. Bookstagrammers.com will provide support as much as is technically possible.
Article 19 – Suspension and rescission
- Bookstagrammers.com has the right to keep the data, data files, and the likes received or realised by it under its control if Client has not yet (fully) complied with its payment obligations. This right remains fully effective if a reason that is legitimate for Bookstagrammers.com occurs which justifies suspension in such case.
- Bookstagrammers.com is authorised to suspend compliance with the undertakings it is subject to as soon as Client is in default with complying with any undertaking flowing from the Agreement, also including late payment of its invoices. The suspension will be forthwith communicated to Client in writing.
- Bookstagrammers.com is not liable in such case for damage, on any account whatsoever, as a result of the suspension of its activities.
- The suspension (and/or rescission) does not affect the payment obligations of Client for activities that have already been carried out. In addition, Client is obliged to compensate Bookstagrammers.com for every financial loss that Bookstagrammers.com incurs as a result of the Client failing to comply.
Article 20 – Force majeure
- Bookstagrammers.com is not liable in case as a result of a situation of force majeure it is unable to comply with its obligations pursuant to the Agreement.
- By force majeure on the part of Bookstagrammers.com is intended in any event, though it is not limited to: (i) force majeure of suppliers of Bookstagrammers.com, (ii) not properly complying with obligations of suppliers who were prescribed or recommended by Client or his third parties to Bookstagrammers.com, (iii) defectiveness of software or third parties that may be involved in the implementation of the service, (iv) government measures, (v) malfunction of power, the internet, data network and/or telecom facilities, (vi) illness of staff of Bookstagrammers.com or of advisors deployed by it, and (vii) other situations that in the opinion of Bookstagrammers.com fall outside its sphere of influence that temporarily or permanently prevent compliance with its obligations.
- In case of force majeure, both Parties have the right to rescind the Agreement completely or partially. All costs incurred prior to the rescission of the Agreement will in such case be paid by Client. Bookstagrammers.com is not obligated to compensate Client for any possible losses that were caused by such a revocation.
Article 21 – Limitation of liability
- If any result that was established in the Agreement is not achieved, a shortcoming of Bookstagrammers.com is only pertained to pertain if Bookstagrammers.com has expressly promised such result upon acceptance of the Agreement.
- In the event of an attributable shortcoming of Bookstagrammers.com, Bookstagrammers.com is exclusively bound to pay any compensation of damages if Client has declared the default of Bookstagrammers.com within 14 days after discovery of the shortcoming and Bookstagrammers.com has subsequently not restored this shortcoming within a reasonable term. The default notice must be submitted in writing and contains a description/substantiation with such detail of the shortcoming, that Bookstagrammers.com is able to respond adequately.
- If the carrying out of Services by Bookstagrammers.com leads to liability of Bookstagrammers.com, such liability is limited to the total amount that is invoiced in the context of the Agreement, though only with regard to the direct damage incurred by Client, unless the damage is the result of the wilful intent or of recklessness bordering on intent on the part of Bookstagrammers.com. By direct damage is intended: reasonable costs to mitigate or prevent direct damage, the determination of the cause of the damage, the direct damage, the liability, and the manner of restoral.
- Bookstagrammers.com expressly excludes all liability for consequential damage. Bookstagrammers.com is not liable for indirect damage, business damage, loss of profit and/or losses incurred, missed savings, damage due to operational stagnation, capital losses, delay damage, interest damage, and immaterial damage.
- Client safeguards Bookstagrammers.com against all third-party claims as a result of a defect resulting from a service provided by Client to a third party also consisting of Services provided by Bookstagrammers.com, unless Client can demonstrate that the damage was exclusively caused by the service of Bookstagrammers.com.
- Any advice provided by Bookstagrammers.com based on incomplete and/or incorrect information supplied by Client never constitutes grounds for the liability of Bookstagrammers.com.
- The content of the advice provided by Bookstagrammers.com is not binding and only advisory in nature. Client decides himself and under own responsibility whether he follows the proposals and the advice therein specified of Bookstagrammers.com. All consequences flowing from the following of advice are at the expense and risk of Client. Client is at liberty at all times to make his own choices that deviate from the advice delivered by Bookstagrammers.com. Bookstagrammers.com is not bound to pay any refunds if such is the case.
- If a third party is deployed by or on behalf of Client, Bookstagrammers.com is never liable for the actions and advice of the third party deployed by Client, nor for the integration of results (of advice prepared) of the third party deployed by Client in Bookstagrammers.com’s own advice.
- Bookstagrammers.com is furthermore not liable for damage that has occurred as a result of, or in connection with changes applied to the campaign by Client himself or by third parties.
- Bookstagrammers.com does not guarantee the correct and complete transmission of the content of e-mail send by/on behalf of Bookstagrammers.com, nor for the timely receipt thereof.
- Client is responsible himself at all times for the storage of data, content, and information, as well as for the disposal of the security software required for his IT environment.
- All claims of Client on account of shortcomings on the part of Bookstagrammers.com lapse if they have not been reported in writing, including substantiation, to Bookstagrammers.com within one year after Client was aware of or could reasonably have been aware of the facts he bases his claims on. One year after the termination of the Agreement between parties, the liability of Bookstagrammers.com lapses.
Article 22 – Confidentiality
- Bookstagrammers.com and Client commit themselves to keep secret all confidential information that was obtained in the context of an assignment. The confidentiality flows from the assignment and must also be assumed if one can reasonably expect that it regards confidential information. The non- disclosure does not apply if the relevant information already is public/common knowledge, the information is not confidential and/or the information was not disclosed to Bookstagrammers.com during the Agreement by Client and/or was obtained by Bookstagrammers.com in another manner.
- The confidentiality especially regards advice, reports, designs, work method and/or reporting regarding the assignment of Client prepared by Bookstagrammers.com. It is expressly prohibited to Client to share the substance thereof with collaborators who are not authorised to take cognisance of, nor with (unauthorised) third parties. In addition, Bookstagrammers.com constantly observes the diligence required when dealing with all business-sensitive information provided by Client.
- If Bookstagrammers.com is obligated on grounds of a legal provision or a court sentence to (also) provide the confidential information to a third party designated by the law or the competent court and Bookstagrammers.com cannot appeal to legal privilege, Bookstagrammers.com is not bound to pay any damages and does not provide grounds to Client for the rescission of the Agreement.
- For the transfer or distribution of information to third parties and/or the publication of statements, advice, or productions that are provided by Bookstagrammers.com to third parties, the written permission of Bookstagrammers.com is required, unless such permission was expressly established beforehand. Client will safeguard Bookstagrammers.com against all claims by such third parties as a result of reliance on such information that was distributed without the written consent of Bookstagrammers.com.
- The confidentiality obligation is also imposed by Bookstagrammers.com and Client on such third parties as they deploy.
Article 23 – Intellectual Property Rights
- All IP-rights and copyrights of Bookstagrammers.com, including in any case, though not limited to, all designs, models, reports, and advice, lie exclusively with Bookstagrammers.com and are not transferred to Client, unless expressly established otherwise. The intellectual property rights with regard to (graphic) designs of visual material can only be transferred to Client by way of a private deed of transfer, whereby Bookstagrammers.com has the right to apply charges for this. The intellectual property rights are only transferred at the moment that the monetary compensation established for this have been fully settled by Client.
- It is prohibited to Client to disclose and/or multiply, modify, or provide to third parties any of the documents and software that are subject to the IP-rights and copyrights of Bookstagrammers.com without the express prior written permission of Bookstagrammers.com and a monetary compensation established to such effect. If Client wishes to apply changes to matters delivered by Bookstagrammers.com, Bookstagrammers.com must give its explicit approval for the intended modifications.
- It is prohibited to Client to use the products that are subject to the intellectual property rights of Bookstagrammers.com otherwise than is established in the Agreement.
- It is furthermore not permitted to Client to alter or remove any indication regarding the confidential character, copyrights, trade names, brands, or any other rights of intellectual property from the Website, Documentation and/or other materials.
- Parties will inform each other and act jointly against any violation of IP-rights of Bookstagrammers.com.
- Client safeguards Bookstagrammers.com against third-party claims in the matter of (possible) infringements and/or claims by third parties with regard to what was provided to Client in the context of the Agreement, Client will forthwith inform Bookstagrammers.com regarding such infringements and/or claims.
- Every violation of Client of the IP-rights (and copyrights) of Bookstagrammers.com, is sanctioned with a one-off fine in the amount of € 10,000 euros (in words: ten thousand euros) and a fine of € 500 euros (in words: five hundred euros) for each day that the violation continues.
Article 24 – Indemnification and accuracy of information
- Client is responsible himself for the accuracy, reliability, and completeness of all data, information, documents and/or paperwork, in any form whatsoever, that he provides to Bookstagrammers.com in the context of an Agreement, as well as for the data he has obtained from third parties and that was provided to Bookstagrammers.com for the purpose of the implementation of the Service.
- Client safeguards Bookstagrammers.com against any liability pursuant to not or not timely complying with the obligations with regard to the timely provision of all correct, reliable, and complete data, information, documents and/or paperwork.
- Client safeguards Bookstagrammers.com against all claims of Client and of third parties deployed by or operative under him, as well as of customers of Client, based on the not (timely) obtaining of any possible permits required in the context of the implementation of the Agreement.
- Client safeguards Bookstagrammers.com against all third-party claims that flow from the activities carried out for the benefit of Client, wherein are also included, though it is not limited to, intellectual property rights to data and information provided by Client that may be used upon the implementation of the Agreement and/or the actions or omissions of Client towards third party/parties.
- Bookstagrammers.com has, unless established otherwise, the right to make use of imagery, software, and components of third parties, including stock photography for the development or modification of the visual material for Client. Client expressly safeguards Bookstagrammers.com against third-party claims with regard to the use of what is listed above.
- If Client provides electronic files, software, or data carriers to Bookstagrammers.com, Client guarantees that these are free from viruses and defects.
Article 25 – Complaints
- If Client is not satisfied with the service of Bookstagrammers.com or otherwise has complaints about the implementation of his assignment, Client is obligated to report such complaints as soon as possible, though no later than within 7 calendar days after the relevant occasion that led to the complaint. Complaints can be reported verbally or in writing at email@example.com, stating “Complaint” as its subject.
- The complaint must be sufficiently substantiated and/or explained for Bookstagrammers.com to be able to take the complaint under advisement.
- Bookstagrammers.com will give a substantive response to the complaint as soon as possible, though no later than within 7 calendar days after receipt of the complaint.
- Parties will try to come to a solution jointly.
Article 26 – Applicable law
- To the legal relationship between Bookstagrammers.com and Client, Netherlands legislation is applicable.
- Bookstagrammers.com has the right to modify these general conditions and will inform Client accordingly.
- All disputes, arisen due to or in connection with the Agreement between Bookstagrammers.com and Client are settled by the competent court of law of Overijssel in the Netherlands, unless provisions of mandatory law designate a different competent court.
Holten, 23 September 2020.