Terms and conditions
Article 1. Definitions
- The client is understood to mean the person who has placed the order for the work.
- Assignment is understood to mean the client’s request to Goals Labour Marketing BV to perform work against payment.
- Work is understood to mean everything that Goals Labour Marketing BV makes and/or undertakes for the benefit of the client, within the framework of the assignments given by him/her with a view to his/her interests.
- Quotation is understood to mean the activities specified to a greater or lesser extent and the budget of the costs associated with those activities.
Article 2. Deviating conditions
- These conditions apply to all quotations, agreements, and deliveries of Goals Labour Marketing BV, unless they have been explicitly declared not applicable in whole or in part in writing, or have only been declared applicable insofar as they are not in conflict with the written agreements between the client and Goals Labour Marketing BV.
Article 3. Offers and order confirmations
- All offers are without obligation, unless otherwise stated in the offer itself.
- The quotation/order confirmation states what will be carried out by Goals Labour Marketing BV, and what costs are associated with this for you as a client. Insofar as unavoidable deviations from a quotation/order confirmation occur during the execution of the assignment, Goals Labour Marketing BV will inform the client about this at the earliest possible convenience.
- Overruns of quotations/order confirmations of up to 10% are accepted as a budget risk by the client and therefore don’t need to be reported as such.
- Exceeding quotations as a result of sales conditions of suppliers and other third parties engaged by Goals Labour Marketing BV don’t count as exceeding, even if those conditions aren’t included separately in a quotation/order confirmation.
- Changes, termination, or withdrawal of the assignment given by the client, both before commencement and during its execution, can only take place in mutual consultation and after agreement has been reached between Goals Labour Marketing BV and the client about compensation for costs and investments already made, and must be confirmed in writing.
- Changes to the assignment may result in the agreed delivery time being exceeded by Goals Labour Marketing BV beyond its responsibility.
Article 4. Prices and payments
- All prices are exclusive of VAT, and any shipping, transport, and postage costs, unless explicitly stated otherwise.
- Goals Labour Marketing BV is entitled to settle price changes that have occurred after the quotation has been made with the client.
- All payments must be made into an account to be designated by Goals Labour Marketing BV.
Article 5. Engagement of third parties
- If, in the opinion of Goals Labour Marketing BV, this is reasonably necessary for the proper fulfilment of an assignment, or if it arises from the nature of an assignment, Goals Labour Marketing BV is entitled to act on behalf of and at the expense of the client to instruct third parties to deliver or otherwise make goods and/or services available.
Article 6. Payment term
- Payment must be made, without prejudice to the provisions of the following paragraphs, within the term stated in the invoice and, in the absence of such term, within 14 (fourteen) days of the invoice date. The client is not entitled to set off these invoices against any claim whatsoever, to compensate or to suspend payment of the invoices.
- Goals Labour Marketing BV ensures timely invoicing.
- Commercial production and (other) media costs must be received by Goals Labour Marketing BV from the client before the time at which we are obliged to pay these costs.
- Goals Labour Marketing BV is, irrespective of the agreed payment condition(s), entitled to require a bank guarantee approved by the client as security for the payment.
- If the client doesn’t fulfil his/her payment obligation to Goals Labour Marketing BV within the agreed term, he/she will owe interest on the invoice amount from the day on which the invoice should have been paid, without prior summons and notice of default being required. For each month (or part thereof) which exceeds the payment term, this interest amounts to one twelfth of the promissory note discount applicable at the time of invoicing, plus 2% (two percent).
- All costs, both judicial and extrajudicial, with regard to the collection of the amount owed and not paid on time by the client, are for the account of the client; as proof of the chargeability of these costs, sufficient submission of the relevant invoices; these costs are fixed at a minimum of 15% (fifteen percent) of the invoice amount concerned, and will amount to at least €200 (two hundred Euro) per claim.
- If the client doesn’t comply with one or more of his/her obligations, or doesn’t comply in time or properly with one or more of his/her obligations, is declared bankrupt, applies for suspension of payments, proceeds to liquidate his/her company, and if his/her assets are wholly or partially seized, Goals Labour Marketing BV has the right to suspend the execution of the agreement, or to terminate the agreement in whole or in part without prior notice of default by means of a written statement, all at its discretion and always with the retention of any right due to it for compensation of costs, damage, and interest.
Article 7. Delivery times
- The stated delivery times are approximate. Unless explicitly agreed otherwise in writing, Goals Labour Marketing BV doesn’t assume any guarantee with regard to the agreed delivery times, and late delivery doesn’t entitle the client to compensation, dissolution of the agreement, or non-fulfilment of any obligation towards Goals Labour Marketing BV.
Article 8. Duty of care
- Goals Labour Marketing BV will observe the greatest possible care with regard to the interests of the client when performing the work for the client.
- Goals Labour Marketing BV is responsible for the confidentiality of the client under the contract to Goals Labour Marketing BV to data and information made available.
Article 9. Liability and indemnification of third parties
- The liability for work for the client, which Goals Labour Marketing BV has assigned to a third party, is limited to the extent that the third party effectively indemnifies Goals Labour Marketing BV. Goals Labour Marketing BV will do all that, or provide the client with cooperation required to obtain the highest possible compensation from the third party concerned.
- The client indemnifies Goals Labour Marketing BV against all claims for damages from third parties with regard to the correctness and the actual content of communications and other materials that have been submitted on the client’s instructions. This is of course without prejudice to Goals Labour Marketing BV’s duty of care under article 8 of these conditions.
Article 10. Exoneration
- Given the nature of the activities required to be performed by Goals Labour Marketing BV, where the involvement of the client itself is paramount, Goals Arbeidsmarketing BV can only give a limited success guarantee arising from the assignment it has carried out. The client can count on the great commitment of Goals Arbeidsmarketing BV and personal attention from all engaged internal and external employees and stakeholders.
- Goals Labour Marketing BV is not obliged to pay any replacement, additional or other compensation in connection with the performance of its activities, except if and insofar as the damage suffered was caused by intent or gross negligence on the part of Goals Labour Marketing BV or its employees. The liability of Goals Labour Marketing BV for business, consequential, or indirect damage is, however, always excluded, except in the case of Goals Labour Marketing BV itself.
- Goals Labour Marketing BV is entitled to outsource activities and/or deliveries to third parties. In such a situation Goals Arbeidsmarketing BV is not bound to more towards the client than what these third parties are obliged to and liable towards Goals Arbeidsmarketing BV.
Article 11. Confidentiality
- Both in the preparation of an assignment, prior to a quotation proposal by Goals Arbeidsmarketing BV and the provision of the assignment by the client, and during the execution of the assignment, Goals Arbeidsmarketing BV will provide the client with the necessary information regarding ideas for research. implementation, design, training, everything related to the assignment given by you as a customer. The client is bound to confidentiality of the above information. In particular, this applies in to all designs and know-how provided by Goals Arbeidsmarketing BV to the client in the context of the execution of the assignment. The client may not use this for other purposes or hand it over to other persons outside the company. This applies in the preparation phase, in the execution phase and after completion of the assignment. Even if no assignment is given after the preparation phase.
Article 12. Intellectual property
- All intellectual and industrial property rights vested in proposals to be produced by Goals Labour Marketing BV for the benefit of the client and the activities performed will be vested in and remain with Goals Labour Marketing BV. Use within the company and reproduction by the client in the context of and within the limits of the purpose of the assignment given by the client to Goals Labour Marketing BV is of course permitted.
- Goals Labour Marketing BV will, if in accordance with the exoneration provisions of article 10 of these terms and conditions, indemnify the client against claims from third parties, if and insofar as the client would infringe any right of industrial or intellectual ownership. In the event of a claim from a third party, the client is obliged to inform Goals Labour Marketing BV about this in writing within 48 (forty-eight) hours and, on request, to provide all information and to lend cooperation necessary for the conduct of defense and/or settlement negotiations.
- For the duration of the relationship, the client is not entitled to any further or other use of the commissioned product than the use expressly agreed in advance. If nothing has been agreed in this respect, the first use will be considered as agreed.
- During the term of the relationship, the client is not entitled to adjust the commissioned items without the express written permission of Goals Labour Marketing BV.
Article 13. Nature and duration of the agreement
- Goals Labour Marketing BV promotes the marketing and communication interests of the client within the limits of the assignment given. The client is not entitled to the agreed activities or assistance from a third party without consultation or consent from Goals Labour Marketing BV. Neither is Goals Arbeidsmarketing BV entitled to provide corresponding services to other clients without consultation or permission from the client, insofar as they compete with the client concerned.
- Unless explicitly agreed otherwise in writing, or if this ensues from the nature of the assignment, the assignment from the client to Goals Labour Marketing BV is valid for an indefinite period of time, on the understanding that both parties will have to cancel by registered letter with due observance of a period of six months.
- During the period of six months referred to in the previous paragraph, the client is obliged to comply with the applicable remuneration agreement with Goals Labour Marketing BV as if there were no termination.
Article 14. Advertisements
- Ads are placed by or on behalf of Goals Labour Marketing BV based on a model/design supplied by the client, or based on a PASS design created by Goals Labour Marketing BV on the basis of the proportion of client material.
- The client guarantees that the designs or materials supplied by him and the instructions given by him will not lead to any problems in the field of intellectual and industrial property. Ads are placed after the client has signed an order to that effect. The medium in which the assignment has been carried out will be sent to the client together with the (final) invoice. Goals Arbeidsmarketing BV will also act with due observance of the regulations for the advertising sector 1990 as drawn up by the Council of Order and Disciplinary for the Advertising Sector in Amsterdam, which conditions therefore also apply to the placing of advertisements.
Article 15. Competent court
- All agreements concluded under these terms and conditions, and agreements resulting from them are exclusively governed by Dutch law. All disputes arising from agreements concluded under these terms and conditions, and on the agreements resulting from them, will, unless the Subdistrict Court has jurisdiction with regard to such a dispute, only be brought before the competent court in the district in which Goals Labour Marketing BV is established, including obtaining interim relief.