Article 1: General
These terms and conditions are the and conditions of Groove Digital BV, having its registered office in Amsterdam at Elandsgracht 88-3, 1016 TZ.
Article 2: Applicability
These terms and conditions shall apply to all offers and all agreements of Groove Digital BV. In these terms and conditions "Client" shall be understood to mean any (legal) person to whom Groove Digital BV directs its offers/quotations as well as the person who sends an order to Groove Digital BV or the person with whom Groove Digital BV enters into an agreement and furthermore the person with whom Groove Digital BV has any legal relationship and apart from this person, his representative(s), agent(s), assignee(s) and heir(s).
Parties have the possibility to deviate from these terms and conditions. Such deviating terms and conditions shall only form part of the agreement concluded between the parties if and insofar as both parties have expressly agreed to this in writing.
The applicability of any purchase conditions or other conditions of the Client is expressly excluded. In these terms and conditions, "in writing" also means: by e-mail, by fax or any other means of communication which, with a view to the state of the art and according to socially accepted notions, can be equated with this.
The Client's acceptance and retention of an offer or order confirmation that refers to these terms and conditions without comment shall be deemed to constitute consent to the application thereof. The possible inapplicability of (part of) a provision of these terms and conditions shall not affect the applicability of the remaining provisions.
Article 3: Formation of agreements
If an offer of Groove Digital BV is accepted, the agreement shall only be effective after Groove Digital BV has confirmed it in writing or at the moment Groove Digital BV, with the consent of the Client, has started to carry out the execution activities.
Verbal agreements shall only be binding on Groove Digital BV after they have been confirmed in writing by Groove Digital BV.Any additions or changes to the terms and conditions or otherwise amendments or additions to the agreement shall only become binding after they have been confirmed in writing by Groove Digital BV.
Article 4: Offers
All offers, quotations or estimates of Groove Digital BV are free of obligations and lapse automatically after a period of 30 days, unless Groove Digital BV no longer maintains the offer and/or quotation within that period or unless Groove Digital BV indicates otherwise when making the offer, quotation or estimate. If a quotation and/or offer contains an offer without obligation and this offer is accepted by the Client, Groove Digital BV is entitled to revoke the offer within 5 working days after receipt of the acceptance.
The prices charged by Groove Digital BV as well as the prices mentioned in offers, quotations, etc. shall be exclusive of VAT and any costs. These costs may include - but are not limited to - travelling expenses, transport costs and invoices from hired third parties.
Illustrations and descriptions in offers and on the user's website, brochures, catalogues, drawings, models, statements of colours, dimensions and other data or descriptions are as accurate as possible, but only serve as indications. The images, brochures, catalogues, drawings etc. referred to in the previous paragraph of this article and the intellectual property rights vested in them shall at all times remain the property of Groove Digital BV, unless the parties have expressly agreed otherwise in writing. These must be returned upon Groove Digital BV's first request. They may not be reproduced or made available to third parties for inspection without Groove Digital BV's prior written consent.
Groove Digital BV cannot be kept to its tenders or offers if the Client should reasonably understand that the tenders or offers, or a part thereof, contain an obvious mistake or clerical error.
Article 5: Execution of agreement
Groove Digital BV shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
If and in so far as required for the proper execution of the agreement, Groove Digital BV is entitled to engage third parties for certain activities.
The Client shall ensure that Groove Digital BV is provided in due time with all information which Groove Digital BV indicates is necessary or which the Client should reasonably understand is necessary for the execution of the agreement. If Groove Digital BV is not provided in due time with the data necessary for the execution of the agreement, Groove Digital BV has the right to suspend the execution of the agreement or to charge the Client for the extra costs resulting from the delay according to the usual tariffs.Groove Digital BV is not liable for any damage, of whatever nature, due to the fact that Groove Digital BV based itself on incorrect or incomplete data provided by the Client, unless this incorrectness or incompleteness should have been known by Groove Digital BV.
If, in the context of the assignment, Groove Digital BV or any third party engaged by Groove Digital BV carries out work at the Client's premises or at a location designated by the Client, the Client shall ensure free of charge that the employees concerned have all the facilities reasonably required.
The Client indemnifies Groove Digital BV against possible claims by third parties, who suffer damage in connection with the execution of the agreement and of which the cause is not attributable to Groove Digital BV. If Groove Digital BV should be addressed by third parties on that account, the Client is obliged to assist Groove Digital BV both extra-judicially and judicially and to immediately do everything that can be expected from the Client in that case. If the Client fails to take adequate measures, Groove Digital BV shall be entitled to do so itself, without any notice of default being required. All costs and damage incurred by Groove Digital BV and third parties as a result thereof shall be fully for the account and risk of the Client.
Article 6: Specific provisions on search engine advertising ("SEA") and search engine optimisation ("SEO")
For the duration of the agreement, the Client grants Groove Digital BV the exclusive power to perform SEO work and run SEA campaigns with regard to the search engines and websites specified in writing. SEA campaigns" in this context means advertising campaigns via advertising platforms such as Google AdWords and Bing Ads. In this context, 'SEO work' means all advisory and/or executive work aimed at improving the (technical) structure of the Client's website(s) and any work aimed at improving the authority or relevance awarded to the website(s) by search engines on the basis of (link) references to third-party websites (also referred to as 'link building' or 'authority building').
The Client grants Groove Digital BV an exclusive power of attorney to perform all actions that Groove Digital BV deems necessary to set up and manage the SEA campaigns and carry out SEO activities. As far as SEA and SEO related activities are performed by third parties for the Client, the Client must notify Groove Digital BV of this in a timely manner.
Groove Digital BV will do its utmost to achieve the best possible positioning in the agreed search engines, but does not undertake to achieve any specific result, all this in line with the applicable guidelines as drawn up by the search engines. All statements by Groove Digital BV regarding the possible results of SEO activities are therefore indicative in nature. The Client may not derive any rights from such information.
The Client also declares that he is aware of the fact that the success of SEO work partly depends on the degree to which the work and/or changes recommended by Groove Digital BV are carried out on the Client's website(s) and is prepared to carry out (or have carried out) the recommendations to the best of his ability and within a reasonable period of time after completion.
The costs charged by the search engines relating to the SEA campaigns must, in principle, be paid directly by the Client, without the intervention of Groove Digital BV, to the relevant advertising platform. Groove Digital BV cannot be held responsible for the consequences of payment delays and balance shortfalls by the Client.
Groove Digital BV is obliged to comply with the guidelines from the "Code of Conduct for Search Engine Marketing" as drawn up by the branch association IAB. This code of conduct can be found on www.iab.nl. In turn, the client must comply with the general conditions, specific regulations and editorial guidelines set by search engines for advertisers and website owners. Groove Digital BV is not responsible for the consequences of violating these regulations on the part of the Client.
Article 7: Specific provisions on Digital Analytics and Conversion Optimisation
Groove Digital BV shall make every effort to guarantee the data quality and integrity with respect to data collected on the Client's website(s). However, the Client is responsible for the correct technical implementation of the software and/or tooling with which these data are collected on the Client's website, whether or not based on advice provided by Groove Digital BV in this respect.
Analysis and reporting of findings and recommendations by Groove Digital BV to the Client shall take place in accordance with the frequency and format specified in the offer, the project proposal or the agreement which forms the basis of the cooperation. If no reporting format is specified, reporting shall be in Dutch and/or English and in accordance with the standards of good craftsmanship at a frequency of at least once a month. If no reporting medium has been agreed, the Contractor shall determine the medium to be used.
Analysis and reporting of findings and recommendations by Groove Digital BV to the Client shall take place on the basis of the software and/or tooling used by the Client for the purpose of web analysis. The definitions for metrics or Key Performance Indicators (KPI's) used by the software and/or tooling concerned are leading in this. The metric "unique visitor" is thus understood to mean a unique visitor in accordance with the definition and method of determination as used by the software and/or tooling concerned. If Groove Digital BV at any time deviates from this definition, it is obliged to clearly specify this to the Client in the report concerned, or in the offer, the project proposal or the agreement on which the cooperation is based.
Groove Digital BV undertakes to retain the results of the analysis and those of any previous analyses and reports arising from it for at least six months, unless a different period is required on the basis of legislation or regulations or in view of the objective of the analysis. The client has the option of shortening or extending the storage period at his request.
Storage of data, analyses and/or dashboards gathered by Groove Digital BV with regard to activities carried out for the Client shall take place within the secure company network of Groove Digital BV. Groove Digital BV reserves the right to permanently remove the Client's data from its company network or to destroy it upon expiry of the 6-month retention period, or as much earlier as deemed desirable by the Client.Groove Digital BV subscribes to the "Quality Standard Digital Analytics" as issued by the MOA, insofar as it relates to the research of data within the "passive domain". This quality standard can be found on www.moaweb.nl.
Article 8: Specific provisions regarding display advertising, Social Media Advertising and Digital Out of Home.
Client warrants and shall confirm in writing upon Groove Digital BV's first request that: advertising material supplied by Client or third parties engaged by Client has been prepared in accordance with IAB standards, is free of technical defects and is suitable for the placement of performance measurement and monitoring systems (including "tagging");
information provided by the Client is correct and complete and that the Client shall always make this information available to Groove Digital BV in time and in full, and that the Client shall cooperate in every other way that is reasonably necessary for the execution of an Agreement;
Client will always act in accordance with applicable domestic and foreign laws and regulations, advertising codes, (property) rights or conditions of third parties and will take all necessary measures to that end; Client will always provide a link to the landing page of a website that is exclusively traceable by the applicable performance measuring system (not used for other purposes) or otherwise exclusive;during the term of an Agreement the Client shall not alter, obscure or remove the measuring systems installed for the purpose of monitoring the results or the user names and passwords provided, shall store them carefully, shall not make them available to third parties and shall protect them against any form of unauthorised use, and in the event of any unauthorised use or on Groove Digital BV's first request shall immediately take all measures necessary to stop such use;
The Client shall indemnify Groove Digital BV against any claims of third parties against Groove Digital BV due to a breach by the Client of the aforementioned obligations.
Client is aware that Groove Digital BV can make use of software of third parties for the execution of the agreement and declares to agree with the terms and conditions related to the use of this software, but only as far as the used software is explicitly mentioned in the agreement, order confirmation or any other kind of written communication between Client and Groove Digital BV in which the execution of the work is agreed upon;
For the calculation of the agreed fees, the administration and measurement systems of Groove Digital BV shall be leading, unless a higher calculation follows from the measurement systems of the Client. In that case the compensation due shall be calculated on the basis of reasonably estimable measurement results;
The Client is obliged, immediately after termination of an Agreement for whatever reason, to remove the tags or "measurement code" placed on it, both on its own websites and on any third-party websites on which these tags have been placed, with the exception of tags belonging to the Client.
If Client uses the (user) licence(s) of Groove Digital BV to purchase media himself, Client accepts full responsibility for the execution and financial consequences. Written instructions of Groove Digital BV must always be strictly followed by the Client, but cannot fully or partially relieve the Client from the ultimate responsibility. All direct or indirect losses Groove Digital BV suffers due to the execution by the Client shall be compensated in full. The Client shall ensure that the payments to Groove Digital BV are made in accordance with the agreed payment schedule and/or the payment conditions stipulated. Any delay in meeting the agreed payment terms shall entitle Groove Digital BV to terminate the Agreement without any prior written notice and to temporarily or permanently suspend the execution thereof. Groove Digital BV is in no way responsible for the possible consequences of this termination or discontinuation of the execution.
Article 9: Adjustment of the agreement
If, during the execution of the agreement, it appears that for a proper execution it is necessary to change or supplement the activities to be performed, parties will timely and in mutual consultation adjust the agreement accordingly.
If parties agree that the agreement is amended or supplemented, this may influence the time of completion of the execution. If the change or supplement to the agreement has financial consequences, Groove Digital BV shall inform the Client thereof in advance.
If a fixed fee has been agreed, Groove Digital BV shall indicate to what extent the change or supplement to the agreement will result in an increase of this fee.
Article 10: Contract duration and implementation period
Agreements are entered into for a fixed period of 12 months unless the parties have agreed otherwise in writing. After expiry of the first contract period, agreements are automatically renewed for the same period.
Deadlines set for the completion of an order can never be considered as a strict deadline, unless the parties have explicitly agreed otherwise in writing. If Groove Digital BV does not fulfil its obligations arising from the agreement or does not fulfil them on time, it must therefore be given written notice of default.
If Groove Digital BV expects not to be able to fulfil its obligations within the specified period, it shall inform the Client thereof as soon as possible.
Groove Digital BV shall be entitled - with respect to the fulfilment of the Client's financial obligations - to demand advance payment or security from the Client before proceeding to provide the services.
Exceeding a delivery time by Groove Digital BV as referred to in article 9.2 of the present document, does not qualify as a shortcoming attributable to Groove Digital BV and does not justify the dissolution of the agreement by the Client, nor does it make Groove Digital BV liable for the compensation of any damage incurred by the Client as a result of the actual longer delivery time.
Article 11: Progress of the agreement
Groove Digital BV cannot be obliged to start executing the order until it has received all necessary information and any agreed (instalment) payment. If delays occur as a result of this, the specified delivery dates and agreed contract period shall be adjusted proportionately and Groove Digital BV shall be entitled to suspend work, without prejudice to the Client's obligation to fulfil its (payment) obligations.
If the services cannot be rendered normally or without interruption due to causes beyond Groove Digital BV's control, Groove Digital BV shall be entitled to charge the Client for the costs arising therefrom.
Article 12: Equipment, software
The Client must himself, and at his own risk, take care of sound equipment and sound other facilities that provide access to a network on which he can receive the services provided by Groove Digital BV. The communication costs incurred in this respect shall be borne by the Client.
Article 13: Fee
Groove Digital BV and the Client may agree on a fixed fee for the work to be carried out, or determine the fee at a later date on the basis of hours actually worked. The parties shall specify the amount of the fixed fee or the applicable hourly rate in writing.
In addition, parties have the possibility to agree on the fee to be partially dependent in one way or another on the result of the assignment. This can only be the case if the exact interpretation is agreed upon in writing.
If the fee has not been fixed in writing, Groove Digital BV shall be entitled to fix it on the basis of its usual (hourly) rates, valid for the period in which the work was done. Per reference date 1 January 2018 the usual (hourly) rates are as follows:
In the case of agreements with a duration of more than two months, the fee may be charged monthly.
The prices and/or hourly rates used shall be reviewed periodically (in principle on 1 January and/or 1 July) on the basis of wage and inflation figures, but shall only result in an adjustment of the fee agreed with Client after the expiry of the first contract period in the case of a fixed-term contract, or a minimum period of 12 months in the case of contracts for an indefinite period.
Media expenditures (also "media purchase costs") are in principle paid by the Client directly to the relevant advertising platform (e.g. Google AdWords or Facebook).
Article 14: Confidentiality
Both parties are obliged to keep confidential all confidential information they have obtained within the framework of the agreement from each other or from another source. Information is deemed to be confidential if the other party has indicated this or if this results from the nature of the information.
The Client shall not copy the confidential information or make it available in any other way to third parties, unless with the prior written consent of Groove Digital BV.
The Client shall not use the confidential information for any other purpose than the purpose for which it was provided by Groove Digital BV and shall not use it in any other way than indicated by Groove Digital BV. The Client shall not make any changes to documents or items that contain confidential information of Groove Digital BV.
The Client is obliged to bind its employees, agents and subcontractors who - necessarily - become aware of the confidential information, in writing, to the same confidentiality obligations as the Client, prior to obtaining confidential information.
In the event of a violation of one or more obligations set out in this article, the Client shall owe Groove Digital BV an immediately payable penalty of € 5,000.00 for each violation for each day that a violation continues. This penalty shall not affect Groove Digital BV's right to claim full compensation in accordance with the law.
The provisions of this article shall remain in force even after termination or dissolution of the agreement.
Article 15: Complaints
Complaints about the work carried out must be reported in writing by the Client to Groove Digital BV within 15 days of discovery, but no later than 30 days after completion of the work concerned, failing which the Client shall be deemed to have fully accepted the result of the assignment. If a complaint is well-founded, Groove Digital BV shall as yet perform the work as agreed upon, unless this has meanwhile become demonstrably pointless for the Client. The latter must be made known by the Client in writing.
If it is no longer possible or worthwhile to carry out the agreed activities, Groove Digital BV shall only be liable within the limits of Article 16.
If a complaint is reported later than the set term, the Client is no longer entitled to have the complaint handled or to compensation.
If it is established that a complaint is unfounded, the costs incurred by Groove Digital BV as a result shall be borne in full by the Client, including the investigation costs.
Article 16: Intellectual property
All copyrights and other intellectual property rights with regard to the services provided by Groove Digital BV are vested in Groove Digital BV. The Client acknowledges these rights and shall refrain from any infringement thereof. All copyrights and other intellectual property rights with respect to, but not limited to, Google AdWords, Google Analytics and similar online accounts, shall be transferred "free of charge" to the Client upon its first written request, but only if and as soon as the Client has fulfilled its (payment) obligations.
All copyrights and other intellectual property rights with respect to the (online) tools and/or software made available to the Client by Groove Digital BV will be vested exclusively in the respective owners; the Client will only be granted the right to use such tools and/or software, in accordance with the specific terms and conditions of use, which the Client is deemed to have read.
All documents provided by Groove Digital BV are exclusively intended to be used by the Client. The Client is not allowed to publish or reproduce any information obtained from Groove Digital BV in any form whatsoever, unless such publication has been authorised in writing by Groove Digital BV.
All documents supplied by Groove Digital BV for the fulfilment of the project shall remain the property of Groove Digital BV. After expiry or termination of the contract, Groove Digital BV may request the Client to destroy or return these documents.
The Client indemnifies Groove Digital BV against all claims of third parties with regard to intellectual property rights on the information and documents made available by the Client to Groove Digital BV, which are used for the execution of the agreement.
Groove Digital BV reserves the right to use the knowledge acquired during the execution of the work for other purposes, provided that no confidential information of the Client ends up with third parties.
Article 17: Liability
The Client guarantees the correctness and completeness of the data supplied by the Client to Groove Digital BV for the purpose of concluding and executing the agreement and shall always inform Groove Digital BV immediately in writing of any changes in the data supplied. Groove Digital BV is not liable for claims of the Client and/or third parties that are the result of or are related to incorrect and/or incomplete information provided by the Client to Groove Digital BV or to changes in the information provided by the Client to Groove Digital BV that were not reported in time.
Any liability of Groove Digital BV, as well as of its employees and the persons hired by Groove Digital BV in the execution of the order, shall be limited to the amount paid out in the relevant case under the professional/company liability insurance of Groove Digital BV, including the excess to be borne by Groove Digital BV.
If the professional/company liability insurance of Groove Digital BV referred to in Article 16.2 does not cover a specific case, the liability of Groove Digital BV, its employees and the persons hired by Groove Digital BV to execute the order shall be limited to a maximum of the total fees received by Groove Digital BV in the three months preceding the damaging event. This limitation of liability shall apply per year, regardless of the number of damaging events.
The Client shall indemnify Groove Digital BV against any claims from third parties who suffer damage in connection with the execution of the agreement and whose cause is attributable to the Client.
Groove Digital BV shall never be liable for loss or damage suffered by the Client or third parties as a result of inaccurate, incomplete or untimely information provided by the Client.
Groove Digital BV shall never be liable for any damage whatsoever resulting from errors in software or other computer software used by Groove Digital BV.
Groove Digital BV shall never be liable for any damage whatsoever resulting from the fact that (email) messages sent by the Client to Groove Digital BV have not reached Groove Digital BV. Groove Digital BV's liability for indirect damage is excluded. Indirect damage is understood to be any damage which is not direct damage and therefore, in any case, including but not limited to consequential damage, loss of profit, lost savings, loss of goodwill, damage due to business stagnation, damage due to the failure to determine marketing objectives, damage related to the use of data or data files prescribed by the Client, or loss, mutilation or destruction of data or data files.
Groove Digital BV is not liable for damage, loss or destruction of objects, materials, image or word data in any form whatsoever which have been made available by it or on behalf of the Client or which have been produced by third parties at the Client's request.
Advice provided by Groove Digital BV is an obligation of effort and not an obligation to guarantee results. Guarantees of result shall not be deemed to have been issued when advice is given. Groove Digital BV is therefore not liable if no result is achieved.
Groove Digital BV accepts no liability whatsoever for loss or alteration of data supplied via digital data carriers or e-mail. The Client or any third party engaged by it must always check this data for correctness and completeness.
Groove Digital BV does not accept any liability for the contents of the websites or multimedia expressions produced by it.
Groove Digital BV accepts no liability whatsoever for the possible presence of viruses on the information carriers it supplies or data or software supplied or obtained via the Internet. The Client must check the supplied information carriers, data or software for the presence of viruses himself.
Groove Digital BV does not accept any liability for information, freeware and shareware made available through the internet or intranet. Groove Digital BV does not accept any liability for the correctness of the available information or for the correct functioning of the present software, nor for the consequences thereof.
Unless fulfilment by Groove Digital BV is permanently impossible, Groove Digital BV's liability on account of imputable failure to fulfil the Agreement shall only arise if the Client declares Groove Digital BV to be in default in writing without delay, stating a reasonable time period for remedy of the failure, and if Groove Digital BV continues to fail imputably in the fulfilment of its obligations even after that time period. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that Groove Digital BV is given the opportunity to respond adequately.
Any claim for damages by the Client against Groove Digital BV which has not been specifically and explicitly stated shall lapse by the mere lapse of twelve (12) months after the claim has arisen.
The exclusions and limitations referred to in this article shall cease to apply if and insofar as the damage is the result of intent or deliberate recklessness on the part of Groove Digital BV or its management.
Article 18: Payment
Payment must be made within 14 days of the invoice date, in a way to be indicated by Groove Digital BV and in the currency in which the invoice was made. Objections against the amount of the invoices do not suspend the payment obligation.
Unless otherwise agreed, in the case of a large-scale project, 40% of the invoice will be charged in advance and 60% when the project has been delivered, regardless of whether there is still work to be done.
In the case of an instalment website, the instalment is collected monthly by SEPA direct debit. In case of a rejected direct debit, 10 euro will be charged per rejected direct debit.
The Client shall pay Groove Digital BV the amounts owed without any discount or settlement, except for settlement against adjustable advance payments related to the agreement, which the Client has provided to Groove Digital BV. The Client is not entitled to suspend payment of invoices for activities already carried out.
If the Client fails to fulfil its obligation to pay the invoices within the stipulated payment term, the Client shall owe, in addition to the amount due, an interest rate equal to the statutory (commercial) interest rate plus 2% (in words: two per cent) per month.
In the event of liquidation, bankruptcy, attachment or suspension of payment of the Client, the claims of Groove Digital BV against the Client shall become immediately due and payable.
Groove Digital BV shall be entitled to have payments made by the Client go first of all to reduce the costs, subsequently to reduce the interest still due and finally to reduce the principal sum and the current interest. Groove Digital BV can, without being in default, refuse an offer of payment if the Client indicates a different sequence of attribution. Groove Digital BV can refuse full payment of the principal sum, if this does not include the interest still due, the current interest and the costs.
Article 19: Collection costs
If the Client is in default or breach of contract with respect to one or more of his obligations towards Groove Digital BV, all costs incurred in obtaining satisfaction out of court, such as writing reminders, summonses and including the actual lawyer's and bailiff's fees, shall be for the Client's account. These costs shall in any case amount to 15% (in words: fifteen per cent) of the total amount of the invoice due and not paid within the term of payment.
If Groove Digital BV proves to have incurred higher costs than the aforementioned percentages, the Client shall also owe Groove Digital BV the higher amount.
The Client must furthermore pay Groove Digital BV all costs incurred by Groove Digital BV, including - but not limited to - the actual lawyer's fees and court registry costs, related to conducting legal proceedings, such in all instances, unless these are unreasonably high in view of the prevailing and usual rates of e.g. lawyers, and unless Groove Digital BV has been put in the wrong in a legal proceeding by means of an irrevocable decision.
Article 20: Communication
If the Client has sent any digital message to Groove Digital BV, he may only assume that this message has reached Groove Digital BV if the Client has received a confirmation of receipt thereof, which is not an automatic confirmation of receipt.
General information provided by Groove Digital BV, whether or not on the Internet, whether or not at the request of the Client, shall be free of obligation and shall never be regarded as advice provided by Groove Digital BV within the context of an order placed with it, except insofar as Groove Digital BV states the contrary or it concerns advice specifically aimed at the Client's personal situation.
Until the Client has informed Groove Digital BV of a change of address, Groove Digital BV may rely on the fact that the Client can be reached at the address indicated by the Client at the start of the assignment, including his e-mail address.
Article 21: Retention of title
Groove Digital BV shall retain ownership of the goods delivered and to be delivered within the framework of the agreement until such time as the Client has fulfilled his payment obligations towards Groove Digital BV in connection therewith. These payment obligations consist of the payment of the agreed price, increased by all claims relating to work carried out in connection with the agreement, as well as claims relating to any compensation due to the Client's failure to fulfil his obligations. The Client may only resell the goods falling under the retention of title within the framework of normal business operations.
If Groove Digital BV invokes the retention of title, the agreement concluded in this respect shall be deemed to be dissolved, without prejudice to Groove Digital BV's right to claim compensation for damage, loss of profit and interest. The Client is obliged to inform Groove Digital BV immediately and in writing of the fact that third parties are enforcing rights in respect of goods which are subject to a retention of title by virtue of this Article.
Article 22: Decommissioning
Groove Digital BV is entitled to (temporarily) put products and/or services supplied out of use and/or limit their use if the Client fails to fulfil an obligation to Groove Digital BV with regard to the agreement or acts in violation of the terms and conditions. The obligation to pay the amounts owed shall also remain in force during the interruption.
Groove Digital BV will activate the product and its service as soon as the Client has fulfilled his obligation and paid a fixed amount for the product or service.
Article 23: Return of items made available
If Groove Digital BV has made goods available to the Client during the execution of the order, the Client is obliged to return the delivered goods, on request of Groove Digital BV, within 14 days in their original state, free of defects and in their entirety. If the Client does not comply with this obligation, all costs resulting from this shall be at his expense.
If, for any reason whatsoever, the Client remains in default of fulfilling the obligation mentioned under 1. after being warned to do so, Groove Digital BV shall be entitled to recover from the Client the losses and costs arising therefrom, including replacement costs.
Article 24: Force majeure
In the event of force majeure, Groove Digital BV shall be entitled, without judicial intervention, either to suspend the execution of the agreement or to dissolve the agreement, without being obliged to pay any compensation. If the situation of force majeure commences when the agreement has been executed in part, the Client is obliged to fulfil his obligations towards Groove Digital BV up to that moment. All costs incurred by Groove Digital BV up to that moment shall be immediately due and payable in full.
Force majeure shall include the following circumstances: war, riots, mobilisation, domestic and foreign unrest, government measures, strikes and lock-outs by employees, disruption of the currency relations existing at the time the agreement was entered into, weather conditions, operational failures due to fire, accident or other occurrences and natural phenomena, irrespective of whether these circumstances occur at Groove Digital BV, its suppliers or third parties engaged by it for the performance of the agreement.
Article 25: Suspension, cancellation and dissolution
Groove Digital BV is at all times entitled to terminate the agreement in writing. For agreements with a term of 12 months or less, the Client may terminate the agreement prematurely, taking into account a notice period of 2 calendar months. In the case of agreements with a term of more than 12 months or for an indefinite period, the Client must observe a notice period of 3 calendar months.
If a fixed-term agreement is terminated prematurely by the Client, Groove Digital BV shall be entitled to compensation for the resulting loss of capacity, which can be demonstrated to be reasonable, amounting to 50% of the regular fee calculated over the remaining original term of the agreement, unless the termination is based on facts and circumstances which can be attributed to Groove Digital BV and the applicable (complaints) procedure has been followed by the Contractor. Furthermore, the Client shall in such case be obliged to pay the invoices for work carried out up to that point. The preliminary results of the work carried out up to that point shall therefore be made available to the Client with reservation.
Groove Digital BV is authorized to suspend the fulfilment of the obligations or to dissolve the agreement, if the Client does not fulfil the obligations resulting from the agreement, or does not fulfil them in full or in time; after the agreement has been concluded, circumstances become known to Groove Digital BV which give Groove Digital BV good reason to fear that the Client will not fulfil the obligations; if, due to a delay on the part of the Client, Groove Digital BV can no longer be expected to fulfil the agreement under the originally agreed conditions, Groove Digital BV shall be entitled to dissolve the agreement.
Groove Digital BV shall furthermore be authorized to dissolve the agreement if circumstances arise of such a nature that fulfilment of the agreement is impossible or if other circumstances arise of such a nature that Groove Digital BV cannot reasonably be required to maintain the agreement unaltered.
If the agreement is dissolved, the claims of Groove Digital BV against the Client shall become immediately due and payable. If Groove Digital BV suspends fulfilment of its obligations, it shall retain its claims under the law and the agreement. If Groove Digital BV suspends or dissolves the agreement, it shall in no way be bound to compensate for damage and costs resulting from this in any way whatsoever.
If the dissolution is attributable to the Client, Groove Digital BV shall be entitled to compensation for the damage, including the costs, incurred directly and indirectly as a result.
If the Client does not fulfil his obligations arising from the agreement and this non-fulfilment justifies dissolution, Groove Digital BV shall be entitled to dissolve the agreement at once and with immediate effect, without any obligation on his part to pay any compensation or indemnification, while the Client, by virtue of default, shall be obliged to pay compensation or indemnification.
If the agreement is terminated prematurely by Groove Digital BV, Groove Digital BV shall, in consultation with the Client, take care of transferring work still to be performed to third parties. This shall apply unless the Client can be blamed for the termination. If the transfer of the work results in extra costs for Groove Digital BV, these will be charged to the Client. The Client must pay these costs within the stipulated period, unless Groove Digital BV indicates otherwise.
In case of liquidation, of (application for) suspension of payments or bankruptcy, of attachment - if and to the extent that the attachment has not been lifted within three months - of the Client, of debt restructuring or any other circumstance as a result of which the Client can no longer freely dispose of his assets, Groove Digital BV shall be free to terminate the agreement at once and with immediate effect or to cancel the order or the agreement, without any obligation on its part to pay any compensation or indemnification. In that case, the claims of Groove Digital BV against the Client shall be immediately due and payable.
If the Client cancels an order placed entirely or partially, the items ordered or prepared for it, plus any costs already incurred, the loss of profit thereof and the working time reserved for the execution of the agreement, shall be charged in full to the Client.
If a Client wishes changes to be made to the execution of a project or assignment provided, Groove Digital BV is not obliged to do so. In that case, Groove Digital BV has the authority to cancel the order. In that case, the Client is liable for the damage Groove Digital BV has suffered, among others consisting of loss of profit and incurred costs.Websites built by Groove Digital BV can only be managed by Groove Digital BV, unless agreed otherwise.
For websites built by Groove Digital BV, Groove Digital BV determines where the website is hosted, unless agreed otherwise.
In the case of websites built by Groove Digital BV, the domains are registered under the management of Groove Digital BV and at the register that Groove Digital BV determines.
To move a website from Groove Digital BV, €250,- will be charged.
Groove Digital BV may put a note in the footer of websites built by Groove Digital BV such as "built by Groove Digital BV" with a link to the Groove Digital BV website.
Article 26: Staff recruitment
During the cooperation with Groove Digital BV, plus a period of 12 months, Client is not allowed to recruit (former) employees of Groove Digital BV or to place orders as a freelancer or self-employed person, without prior written approval from the management of Groove Digital BV. If the provisions of this article are violated, the Client shall owe Groove Digital BV an immediately payable penalty of €25,000 plus €2500 per day that the violation continues. This penalty shall not affect Groove Digital BV's right to claim full compensation pursuant to the law.
Article 27: Dispute resolution and applicable law
Notwithstanding the legal rules for the competence of the civil court, any dispute between Groove Digital BV and the Client, in the event that the court is competent, shall be settled by the District Court in Amsterdam, even if the Client is a party not established in the Netherlands.
Groove Digital BV shall, however, remain competent to summon the Client to appear before the court which has jurisdiction according to the law or the applicable international convention.
If a version of these terms and conditions in another language than Dutch is applicable to the agreement between Groove Digital BV and the Client, that which is meant in the Dutch text shall be decisive for the interpretation of the text of the provisions. This means that when interpreting as much as possible that which is meant in the Dutch text must be followed, whereby the parties agree that there must be an explanation as grammatical as possible of the wording of the provisions of the present terms and conditions.
Article 28: Amendment of terms and conditions
Groove Digital BV is authorized to amend the present terms and conditions. These amendments shall enter into force on the date they are announced and after Groove Digital BV has sent the Client the amended terms and conditions, electronically or otherwise.