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Terms & Conditions

Terms & Conditions

These general terms and conditions apply to all our services, quotations, and agreements and have been filed with the Amsterdam Chamber of Commerce under number 82095116.

Applicability

  • These general terms and conditions apply to all our quotations, services, (legal) acts, agreements, and other legal relationships. By agreeing to the provision of services by signing the quote, the client agrees that these General Terms and Conditions will be deemed applicable.
  • Unless otherwise agreed in writing, these General Terms and Conditions remain applicable until the completion of the assignment or the termination of the legal relationship otherwise.
  • 360° Online Marketing reserves the right to change these Terms and Conditions without prior notice. Changes will be made in writing and announced in writing or by e-mail and will take effect immediately after this announcement.

Confidentiality & obligation of confidentiality

  • Parties are prohibited from sharing information that they know or should reasonably know are confidential with third parties or to use it for purposes other than those for which it was obtained without prior permission from the other party. The parties will take appropriate precautions to this end.
  • An exception to the foregoing is made if this information is requested by the competent authorities in connection with administrative, civil, or criminal proceedings.
  • The client will not share the working method, methodology, and content of the services and activities of 360° Online Marketing with third parties, without the explicit permission of 360° Online Marketing.

Privacy & personal data

  • The client agrees to the collection and processing of his personal data for the purposes of good service provision in accordance with Dutch and European legislation in this regard. At all times, the client has the right to withdraw this permission, to view and correct his data.
  • Personal data are only used for the purpose for which they were obtained. In this context, the legal retention periods are taken into account.
  • 360° Online Marketing will take appropriate measures to prevent loss and unlawful use of personal data. 360° Online Marketing is not liable for any damage resulting from security incidents.
  • The client indemnifies 360° Online Marketing against claims from third parties due to possible violations of privacy legislation due to the unlawful use of personal data of third parties acquired for commercial purposes such as newsletters and similar activities.

Cooling-off period

  • The client has the right to terminate the agreement free of charge up to 4 weeks before the commencement of the services, which due date is included in the quotation. If the client terminates after this term, 50% of the total amount, as stated in the quote, will be charged.

Conclusion and implementation of the agreement & additional work

  • Unless stated otherwise, quotations and offers from 360° Online Marketing do not constitute obligations. 360° Online Marketing reserves the right to refuse the provision of services without stating reasons.
  • The client cannot derive any rights from obvious clerical errors or mistakes contained in the quotation, nor from a quotation that is based on incorrect or incomplete information provided by the client.
  • After the client has accepted the quotation by signing, a binding agreement is deemed to have been concluded between the client and 360° Online Marketing.
  • 360° Online Marketing can make use of the services of third parties when providing services. Guarantees for services, functionality or compatibility of these services on behalf of the third party are not given by 360° Online Marketing. 360° Online Marketing cannot be held liable for such services provided by third parties.
  • In the event of additional services or other services that were not initially included in the quotation, additional work will be applicable. The client must request a separate quote for these services.

Delivery terms

  • 360° Online Marketing will make an effort to meet the agreed delivery times. In cases where the client has to deliver instructions, materials and the like, in case of illness or in situations of force majeure, deviation from the agreed delivery times may be applicable. In that case, the parties will agree on a new delivery term.
  • The delivery term commences from the moment the quote has been accepted by signing and payment has been received and, if applicable, the materials to be provided by the client have been received.
  • If the delivery term is exceeded, the default will only take effect after the client has given 360° Online Marketing written notice of default and a reasonable term to comply and 360° Online Marketing has not complied after the expiry of the reasonable term.

Payment conditions

  • 360° Online Marketing works on the basis of package prices or tailor-made quotations. The quotation amount will be invoiced according to a payment schedule and invoices must be paid before the due date stated in the quotation.
  • Without further notice of default being required, the client is in default if payment is not made within the term stated in the previous paragraph. Interest and collection costs on the outstanding amount are for the account of the client.
  • In case of payment in stages, 360° Online Marketing reserves the right to suspend the service until payment is completed or to terminate the agreement.
  • In the event that services are purchased from third parties, the client will be informed of this. The client is obliged to reimburse these costs himself.

Modifications & unexpected circumstances

  • 360° Online Marketing reserves the right to modify the agreement. The client will be informed of this without any delay.
  • If circumstances beyond 360° Online Marketing’s sphere of influence come to light that 360° Online Marketing was or could not have been aware of when entering into the agreement and as a result of which 360° Online Marketing is (temporarily) prevented from fulfilling its obligations, the client will immediately be notified. Primarily, 360° Online Marketing will attempt to offer an alternative to the client free of charge. Alternatively, the agreement may be suspended or terminated by 360° Online Marketing.
  • In the event of termination of the agreement on the basis of the previous paragraph, the client has the right to reclaim any amounts paid in advance for services that cannot be delivered. The client is not entitled to a refund for services that have already been provided.
  • Notifications regarding the termination of the agreement must be made in writing.

Force majeure

  • 360° Online Marketing is not obliged to fulfill any obligation under the agreement if it is prevented from doing so by a circumstance that cannot be attributed to it by law, a legal act or generally accepted views.
  • Force majeure situations are in any case, but not limited to: war, riots, strikes, staff shortages, fire, accidents, illness, water damage, floods, business and technical failures, not having sufficient data or incorrect data, insufficient cooperation from the client.
  • If the force majeure situation continues after 30 (thirty) days, 360° Online Marketing reserves the right to terminate the agreement in writing without any obligation to pay compensation.
  • If services have been (partially) provided, they will be invoiced separately, as if an independent agreement had been concluded.

Termination

  • 360° Online Marketing reserves the right to dissolve the agreement in the following cases:

o The client is granted a suspension of payment;

o The client applies for bankruptcy or is declared bankrupt;

o The client’s company or a significant part thereof is liquidated or discontinued or a decision is taken to that effect;

o A substantial part of the client’s assets are seized in another way.

  • Parties have the right to terminate the agreement if there is an imputable failure in the fulfillment of obligations arising from the agreement, after notice of default with the granting of a term of fourteen (14) days for rectification.
  • If the agreement is terminated before completion of the services, the Client must pay the quotation amount that relates to the services provided.
  • Termination takes place by written notification to the other party.

Obligations of the client

  • The client is obliged to cooperate and to provide all necessary information, data, and materials in time. If applicable, access to accounts with third parties must be provided. 360° Online Marketing is not responsible for the content and accuracy of the information, data and materials provided.
  • If the cooperation referred to in the previous paragraph is not forthcoming, 360° Online Marketing reserves the right to suspend or terminate the agreement with immediate effect without further notice of default. In the latter case, the total amount as contained in the quotation will be invoiced.
  • 360° Online Marketing cannot be held liable for damages due to termination of the agreement under this article.

Prohibition of transfer

The client may not transfer rights and obligations arising from the agreement to a third party without 360° Online Marketing’s prior written consent.

Warranty

  • After completion of the work, the client must immediately investigate whether the agreement has been properly complied with and notify 360° Online Marketing of this within five (5) days after delivery.
  • Any known and/or unknown defects communicated within this term will be repaired free of charge and within a reasonable term, unless they are the result of user errors by the client or changes have been made to the delivered products and/or services.
  • After the expiry of the term referred to in the first paragraph, the client is deemed to have indemnified 360° Online Marketing from the warranty obligation and a separate agreement must be concluded for the repair of any errors or defects.

Retention of title & intellectual property rights

  • Until the client has paid the full amount owed to 360° Online Marketing for the services provided, 360° Online Marketing remains the owner of all products and/or services that have been developed for the client.
  • No limited rights may be established on products and/or services subject to the retention of title and these items may not be encumbered in any other way.
  • In the event of garnishment of these items, 360° Online Marketing must be notified of this in writing within five (5) days.
  • All intellectual property rights on the delivered products and/or services remain the property of 360° Online Marketing, unless these concern intellectual property rights 360° Online Marketing is entitled to use. The client receives a non-exclusive and non-transferable right to use these rights.
  • Accounts created with third parties on behalf of the client are the property of the client. In the event that payments must be made for these accounts, the client is responsible for these payments and indemnifies 360° Online Marketing from making such payments.

Liability

  • 360° Online Marketing is not liable for damages caused by incorrect or incomplete information and documents and other matters beyond its control.
  • Only in the case of direct damages due to an attributable shortcoming in the fulfillment of obligations can compensation up to a maximum amount of the total quotation amount be claimed by the client and is the liability of 360° Online Marketing limited to the amount paid out by the insurer.
  • Primarily, 360° Online Marketing must be given a reasonable period of time to repair the damages suffered by the client, where possible.
  • 360° Online Marketing can only be held liable for damages if these are notified in writing as soon as possible and in any case up to two years after the assignment has been completed or the agreement has been terminated.
  • The client indemnifies 360° Online Marketing against claims from third parties due to direct or indirect damage caused during the execution of the agreement because the client has provided incorrect or incomplete information, unless the client demonstrates that the damage is not related to culpable acts or omissions on his part or caused by intent or gross negligence on the part of 360° Online Marketing.

Notification

All notifications made to the e-mail address and office address of the client, as contained in the quotation, are deemed to have been validly realized. Address changes must be communicated in writing timely.

Validity

In the event that parts of these Terms and Conditions are subsequently found to be void or declared invalid, the remaining parts will nevertheless remain in effect. In that case, 360° Online Marketing and the client will endeavor to draft replacing provisions, the purpose and scope of which are as close to the original provisions as possible.

Applicable law and dispute settlement

  • Dutch law is declared exclusively applicable to all legal relationships to which 360° Online Marketing is a party.
  • If a dispute arises, the parties will make efforts to settle these amicably.   
  • Disputes are exclusively submitted to the Amsterdam District Court, unless mandatory statutory rules declare a different district court competent.