General terms and conditions for the services of Optimize Digital Marketing NV, located in the District of Wanica.
Article 1: Definitions
In these general terms and conditions the following definitions apply:
1. Optimize Digital Marketing NV: the trade name of Optimize Digital Marketing NV
2. Client: Any natural or legal person who enters into an agreement with Optimize Digital Marketing NV.
3. Fee: the financial compensation - excluding Value Added Tax (VAT) and disbursements - that Optimize Digital Marketing NV has agreed with the client for the performance of the agreement or that applies to the work in question.
4. Disbursements: the costs incurred by Optimize Digital Marketing NV in the interest of executing the agreement, including costs for providers, advertising costs, network operators, etc.
5. Budget: the amount made available by the client to Optimize Digital MarketingN.V., which amount is spent on advertisements.
6. The agreement: the agreement of assignment between Optimize Digital Marketing NV and the client.
7. Analysis report: a report of the work carried out by Optimize Digital Marketing NV.
8. Third parties: providers, network operators or other telecommunications networks.
9. Written: written, in writing, as well as electronic messages.
Article 2: Applicability
2.1 These general terms and conditions apply to every order, including every follow-up order or amended or additional order, that is given to Optimize Digital Marketing NV. The general terms and conditions also apply to all offers and quotations that are offered by Optimize Digital Marketing NV. This applicability also applies to all legal relationships as a result thereof or in
related to it.
2.2 If these general terms and conditions are deviated from in writing, the other provisions of the general terms and conditions remain applicable.
Article 3: Offers
3.1 All offers and/or quotations from Optimize Digital Marketing NV are without obligation, unless otherwise stated in writing by Optimize Digital Marketing NV.
3.2 The prices in the mentioned offers and/or quotations are exclusive of VAT, unless otherwise indicated. Optimize Digital Marketing NV reserves the right to adjust the prices annually.
Article 4 Agreement of assignment
4.1 A contract of assignment is concluded after the assignment has been accepted in writing by Optimize Digital Marketing NV by sending a relevant order confirmation. The client is entitled to respond to the order confirmation in writing within eight (8) days after receipt. In the absence of a written response from the client within the aforementioned period, the contract of assignment between the client and Optimize Digital Marketing NV is deemed to have been concluded and the provisions in the order confirmation will apply.
4.2 The client agrees that Optimize Digital Marketing NV will have the assignment agreement carried out under its responsibility or, if necessary, with the involvement of third parties.
Article 5: Interim changes to the agreement
5.1 Interim changes to the agreement can only be agreed upon with the mutual written consent of the parties.
5.2 Notwithstanding the above in Article 5.1, Optimize Digital Marketing NV reserves the right, in the interest of providing the service, to change the advertisements and keywords at its own discretion and without prior permission from the client.
5.3 If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be affected. Optimize Digital Marketing NV will inform the client of this.
5.4 If the changes or additions to the agreement have financial and/or qualitative consequences, Optimize Digital Marketing NV is entitled to charge the costs thereof to the client. Optimize Digital Marketing NV will inform the client of this in advance.
5.5 If a fixed amount has been agreed, Optimize Digital Marketing NV will indicate to what extent the change or addition to the agreement will result in an excess of this fee.
Article 6: Duration and termination of the assignment agreement
6.1 The agreement is entered into for the duration stated in the agreement of assignment. In the absence thereof, the period stated in the order confirmation applies. If the duration of the agreement of assignment is not expressly determined, this agreement is deemed to have been agreed for an indefinite period.
6.2 A fixed-term agreement shall be deemed to have been tacitly extended after its term has expired, unless one of the parties has terminated the agreement in writing one (1) month before the expiry of the term of the agreement.
6.3 Optimize Digital Marketing NV has the right to terminate the agreement with immediate effect if:
1. the client has been declared bankrupt, the client has been granted a suspension of payments, as well as in the event of dissolution and liquidation of the client, or if a precautionary or executory attachment has been levied on the client's movable and/or immovable property.
2. the client fails to fulfil the obligations arising from the contract of assignment.
Article 7: Fee
7.1 For the execution of the agreement, the client owes the fee, increased by disbursements and all other costs necessary for the execution of the assignment by Optimize Digital Marketing NV.
7.2 The fee and disbursements are exclusive of sales tax or VAT, unless stated otherwise.
7.3 If no fixed fee is agreed, the fee will be determined on the basis of hours spent. The fee is calculated according to the usual hourly rates of Optimize Digital Marketing NV, applicable in the period in which the work is performed, unless a different hourly rate has been agreed.
7.4 For all assignments, the fee and disbursements will be charged monthly by means of an invoice afterwards. Optimize Digital Marketing NV reserves the right to adjust its fee and costs.
Article 8: Payment
8.1 The fee, disbursements and budgets will be invoiced excluding VAT.
8.2 Payment of the invoice must be made within fourteen (14) days after the invoice date, using a payment method specified by Optimize Digital Marketing NV, failing which the client will be in default.
8.3 If Optimize Digital Marketing NV takes legal action against the client due to his default, the client is obliged to reimburse Optimize Digital Marketing NV for all judicial and extrajudicial collection costs, including all legal fees incurred.
Article 9: Execution of the Assignment and Service Provision
9.1 The assignment agreement between Optimize Digital Marketing NV and the client is an obligation of effort, which means that Optimize Digital Marketing NV will make an effort to achieve a good result for the client. However, the predicted result is not guaranteed.
9.2 The client shall ensure that all data necessary for the performance of the work arising from the contract of assignment are provided to Optimize Digital Marketing NV in a timely manner. Failing this, Optimize Digital Marketing NV shall have the right to suspend the performance of the contract and/or charge the additional costs resulting from the delay at the usual rates at the
to invoice the client.
9.3 If Optimize Digital Marketing NV expects that a term set in a quotation or agreement will not be met, Optimize Digital Marketing NV will inform the client of this as soon as possible.
9.4 If it has been agreed that the agreed work will be carried out in phases, Optimize Digital Marketing NV may suspend the elaboration of those components that belong to a subsequent phase until the client has approved and/or paid for the results of the preceding phase in writing.
Article 10: Analysis report
10.1 In cases where the nature of the agreement requires analysis reports to be made, these reports will be drawn up by Optimize Digital Marketing NV in accordance with a project proposal, quotation or agreement.
10.2 The analysis reports are drawn up in Dutch and/or English.
10.3 The budget spent on media usage is stated in the analysis reports of Optimize Digital Marketing NV. This budget is charged in advance by Optimize Digital Marketing NV to the client by means of an invoice in the manner stated in article 8.
Article 11: Obligations of the client
11.1 The client is responsible for the accuracy of the data provided by him to Optimize Digital Marketing NV.
11.2 The client guarantees the correctness of the proofs and/or concepts accepted by him, or for proofs and/or concepts for which he has not sent corrections to Optimize Digital Marketing NV or has not sent them on time.
11.3 Texts, images or other data compiled by Optimize Digital Marketing NV for the benefit of the client are deemed to have been accepted by the client, unless desired changes are communicated in writing electronically within 1 (one) day after publication.
11.4 The client shall ensure that the material supplied by him to Optimize Digital Marketing NV does not infringe the rights of third parties, including intellectual property rights.
11.5 The client is obliged to always provide all cooperation, data and information in a timely manner that is necessary or useful for the performance of the agreed services by Optimize Digital Marketing NV.
Article 12: Confidentiality
12.1 The parties are obliged to maintain confidentiality of all information that they have obtained from each other or from other sources in the context of the agreement.
12.2 Optimize Digital Marketing NV reserves the right to use the name of the client or customer of the client as a reference and to make it public as such.
12.3 The personal data and/or data and content provided to Optimize Digital Marketing NV will be treated confidentially in a manner as prescribed in the Electronic Legal Transactions Act. The data provided will be recorded in a file. This data will not be made available to third parties without the express consent of the client, unless Optimize Digital Marketing NV is required to do so by law.
Article 13: Intellectual property rights
13.1 All documents provided by Optimize Digital Marketing NV, of whatever nature, are exclusively intended to be used by the client. The client is not permitted to publish and/or reproduce information obtained from Optimize Digital Marketing NV in any form whatsoever, including selling, editing, making available, distributing and integrating it into networks, whether or not after editing, unless such publication and/or reproduction is permitted in writing by Optimize Digital Marketing NV and/or such publication and/or reproduction results from the nature or purpose of the agreement with Optimize Digital Marketing NV.
13.2 Optimize Digital Marketing NV reserves the right to use the knowledge acquired for the performance of the work for other purposes, provided that no confidential information of the client is disclosed to third parties.
13.3 The client indemnifies Optimize Digital Marketing NV against all claims by third parties in respect of intellectual property rights with regard to the publication of texts, images or other data provided to it by or on behalf of the client.
Article 14: Liability
14.1 Any liability of Optimize Digital Marketing NV towards clients and/or third parties for damage arising from or related to the performance of an agreement is always limited to the amount to which the business liability insurance provides cover in the relevant case.
14.2. If for whatever reason no payment is made under the said insurance, or if the aforementioned insurance is not in force, any liability is limited to a maximum of the invoice value of that specific part of the agreement to which the liability relates.
14.3 Optimize Digital Marketing NV is not liable for defects that arise during the performance of its work as a result of actions or omissions of the client or third parties engaged.
14.4 Optimize Digital Marketing NV is not liable for the data supplied by the client.
14.5 The parties mutually exclude liability for damage or delays caused by disruptions in the electronic services of Optimize Digital Marketing NV and third parties, such as providers, network operators or other telecommunications networks.
14.6 In the event of force majeure, Optimize Digital Marketing NV is entitled to terminate the agreement in whole or in part, or to cancel the order without being liable to pay any damages to the client. Optimize Digital Marketing NV is obliged to immediately inform the client of this.
Article 15: Final provisions
15.1 All claims of the client against Optimize Digital Marketing NV in connection with the work performed by Optimize Digital Marketing NV shall expire twelve (12) months after the time at which the client became aware or could reasonably have been aware of the existence of the aforementioned claims.
15.2 If any provision of these general terms and conditions is void or is annulled, the remaining provisions will remain in full force. In that case, that provision will be replaced by a provision that is as similar as possible – not unreasonably onerous for the client – and which can be relied upon.
be done.
15.3 In the event that these general terms and conditions and the order confirmation and/or the written agreement contain conflicting provisions, the provisions included in the order confirmation and/or the written agreement shall prevail over these general terms and conditions.
15.4 These general terms and conditions are also available in English. In the event of a dispute about the content or scope of these general terms and conditions, only the Dutch text and its meaning in the Surinamese jurisdiction will be binding.
15.5 The agreement between the parties is subject to Surinamese law. Disputes will be settled exclusively by the competent subdistrict court in Paramaribo, Suriname.
15.6 These general terms and conditions have been filed with the Registry of the Subdistrict Court on February 10, 2023. The general terms and conditions are available on the website of Optimize Digital Marketing NV and can be sent to interested parties upon request.