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GENERAL TERMS AND CONDITIONS

GRP DIGITAL

Definitions

In these general terms and conditions the following definitions are used, which apply in both the singular and the plural and are indicated with capital letters: 

General Terms and Conditions : these General Terms and Conditions.
Client : any party with whom GRP Digital, acting as contractor, enters into a contract for services.
GRP Digital : GRP Digital, the user of these General Terms and Conditions, established and having its office at Gerard Philipslaan 287, 5616 TT Eindhoven, registered in the Commercial Register of the Chamber of Commerce under file number 80479987.
Partijen : GRP Digital and the Client together.
Offerte : the quotation that GRP Digital provides to the Client.
Agreement / Assignment : any Agreement concluded between GRP Digital and the Client, any amendment or addition thereto, as well as all (legal) acts in preparation for and in performance of that Agreement, including in any event, but not limited to: the contract for services relating to digital marketing and improving the visibility of a website.
In Writing : written communication, including by e-mail or other electronic means.
Work : the entirety of services and activities that GRP Digital performs for the Client under the Agreement.
     

Article 1 - Applicability

  1. These General Terms and Conditions apply to all legal relationships between GRP Digital and the Client, including in any event all quotations and Agreements.  
  2. All provisions in these General Terms and Conditions also apply to everyone who works or has worked for GRP Digital in performing the Assignment. This includes staff, auxiliary personnel and third parties, such as (collaboration) partners of GRP Digital. They too may invoke these provisions vis-a-vis the Client.
  3. These General Terms and Conditions also apply to supplementary Agreements and subsequent Agreements between GRP Digital and the Client.
  4. Deviations from these General Terms and Conditions are only valid if GRP Digital and the Client have expressly agreed them In Writing. Unless expressly agreed otherwise In Writing, such deviations from or additions to the General Terms and Conditions relate only to the relevant Agreement.
  5. If GRP Digital does not always require strict compliance with these General Terms and Conditions, this does not mean that the provisions do not apply or that GRP Digital in any way loses the right to require strict compliance with these General Terms and Conditions in other cases.
  6. If a provision of these General Terms and Conditions or of another legal relationship, such as the Agreement, between GRP Digital and the Client is null and void, is annulled or cannot be applied for other reasons, GRP Digital has the right to replace it with a valid provision that corresponds as closely as possible to the purpose and intent of the original provision. All other provisions remain in full force.

Article 2 - Formation of the Agreement

  1. Every offer by GRP Digital, including Quotations and Agreements submitted for signature, is without obligation. This applies even if a period for acceptance has been stated. GRP Digital may still revoke its offer until immediately after its acceptance by the Client.
  2. The Quotation provided by GRP Digital to the Client contains as accurate a description as possible of the Work, a budget indication with hours, a schedule and the associated fee. This description is binding. GRP Digital is not bound by a deviating response from the Client, even if that response deviates from the Quotation only on minor points.
  3. The Client cannot derive any rights from an offer by GRP Digital if it contains an obvious error or mistake. In addition, the Client cannot derive any rights from an offer by GRP Digital that is based on incorrect or incomplete information provided by the Client. If, after the Quotation has been issued, it appears that the information provided is incorrect or that the scope of the Work must be adjusted, GRP Digital is entitled to adjust the Quotation and/or the fees due accordingly, even after the Agreement has already been concluded.
  4. The Client has fourteen (14) calendar days to agree to the Quotation, after which the offer automatically lapses, unless stated otherwise in the quotation.
  5. The Agreement is concluded when the Quotation has been accepted. This happens when the Client agrees to the Quotation, when GRP Digital has started the Work at the Client's request, or when GRP Digital may reasonably regard conduct of the Client as agreement to the Quotation.
  6. If GRP Digital sends a Written confirmation to the Client following an orally concluded Agreement, this confirmation is deemed to reflect the details of the Agreement correctly and completely. Should the Client disagree, the Client has the option to object to GRP Digital In Writing, stating reasons, within two (2) working days of receiving the confirmation.
  7. Offers and quotations do not automatically apply to future Assignments. A composite quotation does not oblige GRP Digital to perform part of the quotation for a corresponding part of the stated price.
  8. Any subsequently made additional arrangements or amendments, as well as (oral) arrangements and/or commitments on behalf of GRP Digital, are only binding if they have been confirmed In Writing by GRP Digital.
  9. If the Agreement is amended or supplemented, this may affect the time of completion of the Assignment. In that case GRP Digital will inform the Client about this as soon as possible.
  10. If an amendment or addition to the Agreement entails additional costs (additional work), GRP Digital will inform the Client about this in advance. GRP Digital has the right to adjust its rates in the event of changes to the Agreement. If a fixed rate has been agreed, GRP Digital will indicate to what extent the amendment or addition will exceed that rate.

Article 3 - Work

  1. After the Agreement has been concluded, GRP Digital will make every effort to perform the Assignment in accordance with the Agreement and these General Terms and Conditions. In doing so, GRP Digital will strive to meet the estimated deadlines and schedule, and to take the reasonable wishes of the Client into account as much as possible.
  2. During the term of the Agreement, GRP Digital will regularly keep the Client informed of the progress and the results achieved of the Work. In accordance with the agreed schedule, interim updates are provided to ensure that the Client always has insight into the status of the Assignment.
  3. GRP Digital will perform the Agreement with care, expertise and in accordance with the standards of good workmanship. The Work is performed on the basis of a best-efforts obligation, which means that GRP Digital will make every effort to achieve the desired results, such as improving the Client's online visibility. However, GRP Digital does not guarantee specific results, such as revenue or visitor numbers, unless agreed otherwise in writing.
  4. Estimates by GRP Digital regarding, for example, online growth potential are for indication only. The Client cannot derive any rights from them.
  5. GRP Digital determines the manner in which and by which persons the Agreement is performed. In doing so, the specific wishes made known are taken into account where possible.
  6. In performing the Agreement, GRP Digital is not obliged to follow the Client's instructions, especially if these instructions change or supplement the content or scope of the Agreement. If GRP Digital nevertheless chooses to follow these instructions, it has the right, in consultation with the Client, to charge an additional fee for this.
  7. GRP Digital has the right, if desirable, to have certain Work carried out by a person or third party designated by GRP Digital, without notice to or express consent of the Client. Where necessary, the right is reserved to replace persons involved in the performance of the Agreement. Sections 7:404 and 7:407(2) of the Dutch Civil Code do not apply to the Agreement.
  8. Deadlines mentioned by GRP Digital regarding the performance or completion of the Work are always indicative and never constitute strict deadlines. If a deadline is exceeded, GRP Digital is only in default after the Client has given GRP Digital written notice of default, allowing a reasonable period for performance. This notice of default must describe the shortcoming as fully and in as much detail as possible, so that GRP Digital is given the opportunity to respond adequately.
  9. The period for completing the Work only begins once GRP Digital has fully received all required advance payments, data and any approvals from the Client.
  10. If GRP Digital remains in default, the Client has the right to dissolve the Agreement for that part, but this does not entitle the Client to any form of additional compensation.

Article 4 - General obligations of the Client

  1. The Client acknowledges that the success of the Work also depends on its cooperation with GRP Digital. The Client will therefore provide all necessary cooperation to enable timely and proper performance of the Agreement by GRP Digital. This means that the Client provides, in good time and correctly, all data and approvals that GRP Digital deems necessary, or that the Client should reasonably understand to be necessary for the performance of the Agreement. If approval of the Client is required or requested for the performance of the Work, it must be given within five (5) working days. If the Client fails to provide the necessary cooperation, GRP Digital cannot be held responsible for the consequences and is not liable for them.
  2. For the performance of this Work, GRP Digital may need access to certain of the Client's data, including login credentials of accounts with third-party platforms such as Google. The Client must provide all necessary cooperation so that GRP Digital's Work can proceed in a timely and correct manner. GRP Digital will treat this information confidentially.
  3. The Client is itself responsible for the activities of its employees and representatives and for the timely and lawful supply and provision of correct and complete information and data by or on behalf of the Client to GRP Digital, as well as for the implementation of advice given as part of the Work.
  4. GRP Digital may assume that the data, images and other materials supplied by or on behalf of the Client are correct, complete and lawful, and may be used without infringing the intellectual property rights or portrait rights of others. The Client guarantees that all information provided complies with the relevant laws and regulations, including the rules on the processing of personal data.
  5. If the Client fails to comply with its obligations under the preceding paragraphs, GRP Digital reserves the right to suspend the Work and to charge all resulting damage and/or additional costs incurred.

Article 5 - Scheduling

  1. The schedule for performing the Assignment is determined in consultation with the Client. GRP Digital will ensure a realistic schedule and reserve time blocks in its calendar to carry out the agreed Work.
  2. The Client is expected to strictly observe the agreed schedule and to comply with all arrangements, such as the timely supply of required data and the provision of feedback at the agreed times. Complying with these obligations is important to keep the Work progressing on schedule. If the Client falls short in this, it may disrupt the schedule, as a result of which GRP Digital cannot guarantee that the agreed deadlines will still be met.
  3. To safeguard the continuity of the Work, GRP Digital will invoice at least 30% of the hours reserved according to the schedule on a monthly basis. This applies regardless of whether the Client provides the required input or feedback in good time. Support hours agreed in the Agreement are also invoiced on this basis.
  4. GRP Digital provides advice based on the agreed schedule. The Client is expected to implement this advice in good time or, if necessary, to provide feedback in good time. Failing to follow the advice or postponing implementation may affect the effectiveness of the digital marketing strategy and falls outside GRP Digital's responsibility. Moreover, this may lead to additional costs, which will be charged to the Client.
  5. If the Client does not observe the agreed schedule and this leads to Work being moved to another period, GRP Digital is entitled to charge a penalty of 20% of the monthly invoice value. This penalty is added to the next invoice. In addition, extra costs may be charged for the necessary rescheduling of the Work.

Article 6 - Complaints

  1. Complaints about the Work performed must be reported to GRP Digital In Writing within 30 days of completion of the relevant Work, failing which all claims lapse. If the Client can demonstrate that it could not reasonably have discovered the defect earlier, the complaint must be reported In Writing within 30 days of discovery.
  2. A complaint does not suspend the Client's payment obligation.
  3. In the event of a justified complaint, GRP Digital may choose between adjusting the fee, improving or re-performing the Work free of charge, or wholly or partly no longer performing the Assignment with a proportionate refund of the fee already invoiced.

Article 7 - Rates, costs and payment

  1. For the Work, the Client owes GRP Digital a fee. The amount of the fee for the Work is stated in the Agreement.
  2. All rates are exclusive of turnover tax (VAT), other levies imposed or to be imposed by the authorities, and any third-party costs, unless stated otherwise In Writing.
  3. If no Written payment schedule has been agreed, the Client owes the amounts for GRP Digital's Work monthly in arrears.
  4. The rates and costs agreed with the Client are determined on the basis of the information available to GRP Digital at the time of the offer. In the event of unforeseen costs that could not be foreseen when entering into the Agreement, GRP Digital may increase the rates. The Client will be notified of this. In the event of a price increase of more than 5%, the Client may terminate the Agreement In Writing within eight days of the announcement, effective as of the date indicated in the notice.
  5. GRP Digital may increase the rates during the term of Agreements with a minimum duration of three months. In the event of an increase of more than 10%, the Client may terminate the Agreement In Writing within eight days of the announcement, subject to a notice period of one month.
  6. Unless expressly agreed otherwise In Writing, GRP Digital may request full or partial advance payment and invoice on an interim basis.
  7. The Client agrees to electronic invoicing by GRP Digital. All invoices from GRP Digital must be paid within fourteen (14) days of the invoice date, or as much earlier as indicated by GRP Digital, in the manner indicated by GRP Digital, without any right to discount and/or set-off. Objections to the invoice do not suspend the Client's payment obligation.
  8. Payments by the Client are first applied to the costs, then to the interest, and finally to the outstanding principal amount. Payments are always used to settle the oldest outstanding claim.
  9. Once the period referred to in article 7.6 has passed, the Client is automatically in default without any notice of default being required. At that point GRP Digital has the right to suspend the Work for the Client.
  10. From the day on which the Client's default occurs, the Client owes the applicable statutory interest on the outstanding amount.
  11. If the Client fails to pay the amounts due, GRP Digital has the right to refer the claim for collection. All costs incurred by GRP Digital for collection, both in and out of court, are for the Client's account. The extrajudicial costs amount to at least 15% of the amount owed by the Client to GRP Digital, with a minimum of EUR 75, on the understanding that, to the detriment of a natural person not acting in the exercise of a profession or business, no deviation is made from the relevant provisions of the Dutch Extrajudicial Collection Costs Act (WIK) and the Decree on compensation for extrajudicial collection costs.
  12. Where the Assignment has been given by several Clients, they are jointly and severally liable for the payment obligations arising from the Assignment, insofar as the Work has been performed jointly for them.
  13. In the event of liquidation, bankruptcy, resolution or suspension of payment of the Client, GRP Digital's claims are immediately due and payable.
  14. Should the Client wish to object to the invoice amount, it must notify GRP Digital In Writing within five (5) days of the invoice date, failing which this right lapses.
  15. GRP Digital has the right to withhold all reports, data, campaigns or (draft) results prepared or managed for the Client until the Client has paid in full all amounts due in connection with the performance or early termination of the Assignment, unless the Client's clear interest opposes this.

Article 8 - Term and (interim) termination

  1. The Agreement between GRP Digital and the Client is entered into for the duration of the specific Assignment, unless the nature of the Agreement requires otherwise or the Parties expressly agree otherwise In Writing.
  2. If the Client chooses to cancel, terminate or dissolve an Assignment in whole or in part, GRP Digital reserves the right to charge the Client for the hours already spent, Work already performed and any costs for external services already engaged. This applies up to the moment of termination. The Client owes GRP Digital minimum compensation of 30% of the total agreed or estimated costs that should have been paid to GRP Digital for the realisation of the Assignment. Depending on the situation, GRP Digital may additionally claim full compensation for damage suffered.
  3. The date and time at which GRP Digital receives the Client's Written termination is deemed to be the moment of dissolution. Terminating or dissolving the Assignment does not have retroactive effect. Invoices for Work that GRP Digital had already performed before the termination become immediately due and payable upon termination.
  4. De administratie van GRP Digital is leidend bij het vaststellen van de gemaakte kosten en de specifieke beëindigingsdatum.

Article 9 - Liability and indemnification

  1. The Client acknowledges that, in performing its digital marketing work, GRP Digital depends on third parties such as Google and other search engines. GRP Digital is not liable for changes in algorithms, a decline in organic search results or other negative effects on the Client's online visibility arising from the use of these third parties. Errors or limitations arising from the operation of these platforms fall outside GRP Digital's responsibility.
  2. GRP Digital is not liable for damage caused by acts and conduct of the Client and/or of third parties engaged by or on behalf of the Client, including but not limited to the provision of incorrect or incomplete data by the Client.
  3. GRP Digital is never liable for indirect damage, such as loss of online visibility, lost profit and damage due to business stagnation.
  4. GRP Digital is, without prejudice to the provisions of these General Terms and Conditions, and in particular the provisions of paragraph 5, liable to the Client only for direct damage that the Client suffers as a result of an attributable shortcoming by GRP Digital in performing the Agreement. An attributable shortcoming is a shortcoming that a competent and careful professional could and should avoid, exercising normal care and the required expertise and resources for the performance of the Agreement. Direct damage is understood to mean exclusively:
  5. the reasonable costs of establishing the cause and extent of the damage, insofar as they relate to damage within the meaning of these General Terms and Conditions;
  6. any reasonable costs incurred to bring GRP Digital's defective performance into line with the Agreement, insofar as these can be attributed to GRP Digital;
  7. de redelijke kosten gemaakt ter voorkoming of beperking van schade, voor zover de klant aantoont dat deze kosten hebben geleid tot beperking van de directe schade zoals bedoeld in dit lid.
  8. GRP Digital's liability is limited to the invoice value of the agreement or the relevant part thereof. In the event of personal injury or property damage, for which GRP Digital may be liable despite the provisions of these General Terms and Conditions, this liability never exceeds the amount paid out under GRP Digital's business liability insurance.
  9. GRP Digital is only liable if the Client, within five (5) days of becoming aware of the alleged damage, has notified GRP Digital In Writing of the shortcoming and has given GRP Digital a reasonable period to remedy this shortcoming, and GRP Digital continues to fall attributably short in the performance of its obligations even after that period. The notice of default must contain as detailed a description of the shortcoming as possible.
  10. GRP Digital always has the right to minimise or remedy the Client's damage as much as possible, whereby the Client is expected to provide its full cooperation.
  11. The Client indemnifies GRP Digital against any claims of third parties who suffer damage in connection with the performance of the Agreement and the cause of which is attributable to the Client. If GRP Digital is held liable by third parties as a result, the Client must assist GRP Digital both out of court and in court and immediately do everything that may reasonably be expected of it. If the Client fails to take adequate measures, GRP Digital is entitled, without notice of default, to take measures itself. All costs and damage thereby arising for GRP Digital and/or third parties are entirely for the account and risk of the Client.
  12. The limitation of liability set out in this article does not apply in cases of damage caused by intentional or deliberately reckless acts of GRP Digital.
  13. Unless otherwise provided in these General Terms and Conditions, all rights of action against GRP Digital lapse one year after the Client became aware, or could reasonably have been aware, of the existence of these rights.

Article 10 - Force majeure

  1. If GRP Digital is unable to fulfil its obligations due to force majeure (as referred to in Section 6:75 of the Dutch Civil Code), these are suspended. Force majeure is any situation beyond GRP Digital's control that impedes performance, such as serious technical failures, cyberattacks, prolonged failure of internet or network connections, failures of key software or platforms used in performing the Work, illness or absence of staff, failures in electricity, internet, data network and telecommunications facilities (such as through cybercrime), government measures and other business disruptions at GRP Digital.
  2. GRP Digital has the right to invoke force majeure, even if the situation causing the force majeure arises after the expected delivery of the performance.
  3. Only if the force majeure situation makes performance of the Agreement permanently impossible or continues for more than two months may both Parties terminate the Agreement immediately without judicial intervention.
  4. Should GRP Digital, at the onset of the force majeure, already have partly fulfilled its obligations or be able to fulfil its obligations only in part, it has the right to invoice the part already performed or capable of performance separately, as if it concerned an independent Agreement.
  5. Damage caused by force majeure will, regardless of the application of the preceding paragraph, never qualify for compensation.

Article 11 - Suspension and dissolution

  1. GRP Digital may suspend performance of the Agreement or dissolve the Agreement with immediate effect without judicial intervention if the Client fails to fulfil its obligations, or fails to do so in time or in full. This also applies if, after the conclusion of the Agreement, circumstances become known that give GRP Digital good reason to fear that the Client will not fulfil its obligations. If the Client is still able to fulfil its obligations, GRP Digital may only dissolve the Agreement after giving the Client Written notice of default and a reasonable period to still fulfil its obligations. If the Client then still fails to comply, the Agreement may be dissolved.
  2. If the Client liquidates or transfers its business to a third party, goes bankrupt, applies for (provisional) suspension of payment, has its assets attached, or otherwise cannot freely dispose of its assets, GRP Digital may dissolve the Agreement with immediate effect and without judicial intervention. This does not apply if the Client has already provided sufficient security for fulfilling its payment obligations under the Agreement.
  3. GRP Digital may terminate the Agreement, in whole or in part, immediately and In Writing if it considers that (i) it is impossible to perform the Work in accordance with the relevant ethical norms and professional standards, or (ii) after acceptance or continuation of the Assignment, information becomes known that would have led GRP Digital not to accept the Assignment or to perform it under different conditions, unless the Assignment can be adjusted in a suitable manner. Any termination must be communicated In Writing.
  4. The Client is never entitled to any form of compensation in connection with GRP Digital's exercise of the right of suspension, termination or dissolution under this article.
  5. De administratie van GRP Digital is leidend bij het vaststellen van de gemaakte kosten en de specifieke beëindigingsdatum.

Article 12 - Intellectual property

  1. The intellectual property rights in the documents and other materials supplied by the Client remain with the Client. The Client is fully responsible for the content of the supplied content and indemnifies GRP Digital against all claims, proceedings, losses and/or direct or indirect damage of third parties arising from the allegation that the content of the supplied documents and materials is in any way unlawful, including but not limited to infringement of intellectual property rights.
  2. All intellectual property rights in all works developed or made available in the context of the Work, such as materials, software, programs, designs, documentation, analyses, advice, quotations and other files to which intellectual property rights may apply, vest in GRP Digital and/or its licensors.
  3. The Client only obtains the rights of use and powers granted to it under the Agreement or by law.
  4. The Client is expressly prohibited from downloading, copying, modifying, publishing or using for commercial purposes the works referred to in paragraph 2 or other information made accessible in the context of the Agreement, unless this is expressly permitted under mandatory Dutch law.
  5. The Client guarantees that all information and materials it provides to GRP Digital, as well as the requests it makes and the use of the Work, do not infringe the rights of third parties.
  6. The Client indemnifies GRP Digital against all claims, proceedings, losses and/or damage of third parties arising from or related to the allegation that any activity of the Client is unlawful, including activities that conflict with the Agreement or infringe intellectual property rights.
  7. The Client grants GRP Digital an unlimited licence to distribute, store, copy or publish all information it provides to GRP Digital, insofar as this is reasonably necessary for the performance of the Agreement by GRP Digital.
  8. Taking the Client's interests into account, GRP Digital has the right to use the results of the Work, as well as the Client's name and logo, for its own publicity, promotion and the acquisition of new Assignments.
  9. If the Client breaches any of the obligations under this article, the Client owes, without notice of default, an immediate penalty of EUR 10,000 per breach, plus EUR 500 for each day the breach continues. This is without prejudice to other rights of GRP Digital, such as the right to additional compensation and to enforce performance.

Article 13 - Confidentiality

  1. Each Party undertakes to treat all information it receives from the other Party, both before, during and after the performance of the Agreement, as strictly confidential. This also applies to personal data as described in the General Data Protection Regulation (GDPR). Information is considered confidential if it relates to trade secrets under the Dutch Trade Secrets Protection Act, if it is designated as such, or if the receiving Party can reasonably understand that the information is intended to be confidential. This confidentiality obligation also applies to the employees of both Parties.
  2. If the Client breaches this confidentiality, the Client owes, without notice of default, an immediate penalty of EUR 10,000 per breach, plus EUR 500 for each day the breach continues. This is without prejudice to other rights of GRP Digital, such as the right to additional compensation and to enforce performance.

Article 14 - Miscellaneous provisions

  1. Without GRP Digital's prior Written approval, the Client may not assign or have performed by third parties, in whole or in part, its rights or any obligations arising from the relationship with GRP Digital.

Article 15 - Final provisions

  1. GRP Digital has the right to amend these General Terms and Conditions unilaterally. Future amendments take effect as soon as they have been explicitly communicated to the Client.
  2. Dutch law applies exclusively to the legal relationships between GRP Digital and the Client.
  3. All disputes between GRP Digital and the Client arising from or related to the performance of an Agreement, or to these General Terms and Conditions, will be submitted to the competent court in the district where GRP Digital is established.