Terms & Conditions

General terms and conditions

These are the General Terms and Conditions of bramvergouwen.com (a product of Vergouwen Media) (hereinafter referred to as “Vergouwen Media”) a company having its registered office at BORNHEMWEG 3, Oudenbosch. Vergouwen Media is registered at the Trade Register of the Chamber of Commerce under number 71553207.

Definitions

In these General Terms and Conditions, the following terms have the subsequent meaning unless explicitly stated otherwise.

Terms and Conditions: these general terms and conditions.
Company: the Counterparty acting in the conduct of a business or profession.
CC: the Dutch Civil Code (Burgerlijk Wetboek).
Assignment: All activities, in any form, performed by Vergouwen Media for (the benefit) of the Counterparty.
Distance Service (dienstverlening op afstand): a contract that is concluded between Vergouwen Media and the Counterparty under an organized distance service provision scheme, with the exclusive use of one or more means of distance communication up to and including the time at which the contract is concluded.
Agreement: each agreement concluded between Vergouwen Media and the Counterparty.
Counterparty: the Company that has accepted these Terms and Conditions and has given instructions to perform an Assignment.

Unless the Terms and Conditions explicitly state otherwise, the singular shall include the plural and vice versa, and reference to the male form shall include the female form and vice versa, in relation to the interpretation of the Terms and Conditions.

Applicability

These Terms and Conditions are applicable to all proposals and Agreements made between Vergouwen Media and the Counterparty unless the parties have expressly waived these Terms and Conditions in writing.
These Terms and Conditions are also applicable to agreements with Vergouwen Media, where third parties should be involved for the fulfillment of the agreement.
The applicability of terms and conditions of the Counterparty is hereby excluded explicitly.
Deviations of the Agreement and Terms and Conditions shall only be valid in case these have been explicitly agreed upon in writing.

Proposals

All proposals where the contrary has not been explicitly stated qualify as a non-committal proposal and can always be revoked, also if it includes a term for acceptance. Proposals can also be revoked within seven days after receipt by Vergouwen Media, in which case no agreement will be concluded.
All proposals of Vergouwen Media are valid for a period of 2 weken, unless indicated otherwise.
Vergouwen Media shall not be bound to his proposals when the Counterparty, based on reasonableness and fairness (redelijkeheid en billijkheid) and in general accepted principles (in het maatschappelijk verkeer gangbare opvattingen), should have understood that the proposal (in whole or in part) contains an obvious mistake or error.
In the event the acceptance (whether on minor points or not) deviates from the proposal, Vergouwen Media shall not be bound to such acceptance. Unless Vergouwen Media states otherwise, the Agreement will not be concluded in accordance with such deviating acceptance.

Conclusion of the agreement

The Agreement is concluded by the acceptance of the Counterparty of the proposal of Vergouwen Media.
Proposals can only be accepted in writing (including those made through electronic means). Vergouwen Media is nonetheless entitled to acknowledge a verbal acceptance as if this would have been made in writing.
The Agreement is concluded upon receipt of a confirmation of assignment (opdrachtbevestiging) from the Counterparty by Vergouwen Media, the Agreement between the parties is concluded, or upon the effective start of the execution by Vergouwen Media.
The Agreement replaces all previous proposals, correspondence, or other communication, in writing or verbally.

Performance of the agreement

The Agreement will be performed by Vergouwen Media to the best of its knowledge and ability and in accordance with good professional practice. The activities to be performed are subject to a best efforts obligation on the part of Vergouwen Media. The application of article 7:404, 7:407 paragraph 2 of the Dutch Civil Code is explicitly excluded.
Vergouwen Media determines how and by whom the Assignment is performed. Vergouwen Media is authorized to let third parties carry out certain tasks.
Vergouwen Media is authorized to perform the Agreement in phases. In case the Agreement is performed in phases, Vergouwen Media is entitled to invoice each executed part separately. If, and as long as an invoice is not paid by the Counterparty, Vergouwen Media is not required to perform the next phase and is authorized to suspend (opschorten) the performance of the Agreement.
Vergouwen Media is entitled to holiday days which are at least equal to the statutory number of days, which are accrued pro-rata to the duration of the employment.
The Counterparty shall ensure that all data, which Vergouwen Media indicates is necessary or which the Counterparty should reasonably understand as necessary for the performance of the Agreement, is provided accurately and in a timely manner to Vergouwen Media. If the required data for the performance of the Agreement is not provided to Vergouwen Media in a timely manner, Vergouwen Media has the right to suspend the performance of the Agreement and/or charge the Counterparty for the additional costs arising from the delay in accordance with the usual rates.
Vergouwen Media is not liable for damage, of any nature whatsoever, because Vergouwen Media has based its acts on incorrect and/or incomplete information provided by the Counterparty, unless this inaccuracy or incompleteness should have been known to Vergouwen Media.

Confidentiality

Both parties are obliged to keep confidential all confidential information obtained from each other or from other sources within the scope of the Agreement. Information is considered confidential if this has been indicated by the other party or if this arises from the nature of the information.
If, pursuant to a statutory provision or a court ruling, Vergouwen Media is obliged to provide confidential information to third parties designated by law or the competent court, and Vergouwen Media cannot rely on a legal or recognized right of refusal, Vergouwen Media is not obliged to pay compensation or indemnification and the Counterparty is not entitled to dissolve the Agreement on the basis of any damage caused as a result.

Intellectual property

Without prejudice to the other provisions of these Terms and Conditions, Vergouwen Media reserves the rights and powers vested in it under the Copyright Act and other intellectual laws and regulations. Vergouwen Media has the right to use the knowledge gained through the execution of an Agreement for other purposes, insofar as no strictly confidential information of the Counterparty is disclosed to third parties.
All documents provided by Vergouwen Media, such as reports, advice, designs, sketches, drawings, software, etc., are exclusively intended to be used by the Counterparty and may not be reproduced, made public, or disclosed to third parties by the Counterparty without the prior consent of Vergouwen Media, unless the nature of the documents provided dictates otherwise.

Liability

Vergouwen Media is not liable for damage caused by incorrect and/or incomplete information provided by the Counterparty, unless this inaccuracy or incompleteness should have been known to Vergouwen Media.
If Vergouwen Media is liable for any damage, the liability of Vergouwen Media will be limited to the amount invoiced for the Agreement in question (excluding VAT). If the Agreement has a term longer than three months, the liability will be further limited to the amount of the fee invoiced for the last three months.
Without prejudice to the provisions of the previous paragraph, Vergouwen Media will never be liable for any indirect damage, including consequential damage, loss of profit, lost savings, and damage due to business interruption.
The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of Vergouwen Media.

Force Majeure

In the event of force majeure, Vergouwen Media is not obliged to fulfill its obligations towards the Counterparty. The Agreement between the parties will be suspended for the duration of the force majeure.
Force majeure means any circumstance beyond Vergouwen Media's control that prevents the fulfillment of its obligations towards the Counterparty, including but not limited to war, danger of war, civil war, riots, terrorist acts, government measures, strikes by third parties, disruptions in the supply of energy, disruptions in internet connections, disruptions in the telecommunication infrastructure, and the unavailability of websites due to attacks by hackers or others.

Termination

Both parties may terminate the Agreement in writing at any time.
In case of termination, the Counterparty is obliged to pay for the work already performed and the expenses incurred up to that point.
If the Agreement is terminated prematurely by the Counterparty, Vergouwen Media is entitled to compensation for the resulting damage, unless the termination is based on facts and circumstances that can be attributed to Vergouwen Media. In the event of liquidation, bankruptcy, or suspension of payment on the part of the Counterparty, the claims of Vergouwen Media and the obligations of the Counterparty towards Vergouwen Media will become immediately due and payable.

Applicable law and disputes

The legal relationship between the parties is governed by Dutch law.
In case of disputes, the parties will first attempt to resolve the dispute through consultation.
The competent court in the district where Vergouwen Media has its registered office will have exclusive jurisdiction to hear disputes, unless the law explicitly prescribes otherwise.

These General Terms and Conditions have been filed at the Chamber of Commerce in Breda, the Netherlands.