Terms and conditions Brandsom bv.

TERMS AND CONDITIONS OF BRANDSOM B.V.

We recommend that you read these Terms and Conditions carefully so that you are aware of your rights and obligations under the Contract between you and Brandsom B.V.. You will be referred to as the Client in these Terms and Conditions. For the sake of convenience we have chosen the masculine form but where "he" is used this also includes "she".

Article 1. Definitions

1.  In these General Terms and Conditions the following capitalised terms shall have the following meanings:

Brandsom B.V.: the private limited company Brandsom B.V., having its registered office and principal place of business at Vliegend Hertlaan 21, (3526 KT), Utrecht;

General terms & conditions: these general terms & conditions of Brandsom B.V;

Service: the service that is provided by Brandsom B.V;

Property rights: all intellectual property rights such as copyrights, trademark rights, patent rights, trade name rights, database rights and neighbouring rights as well as related rights such as rights to know-how and domain names;

Client: you, the client and other party of Brandsom B.V. to the agreement;

Agreement: the agreement of assignment between Brandsom B.V. and client in which the specifications of the Services are included;

Party(ies): Brandsom B.V. and/or Client.
 
Article 2. Applicability

1. These terms and conditions apply to every agreement between Brandsom B.V. and a client. Any general terms and conditions of the client are hereby explicitly rejected.

2. Deviations from and additions to the agreement are only valid if agreed by Parties in writing.

3. If Brandsom B.V. engages other parties to provide the Services, then
these General Conditions also apply to the performance of the Services by this other party.
Services by this other party.

4. Brandsom B.V. is entitled to change these General Terms and Conditions. Content-related changes will take effect one (1) month after notification. Amendments to these
General Terms and Conditions have no effect on an existing Agreement.

Article 3. Realisation of Agreement

1. Offers and tenders from Brandsom B.V. are without engagement, unless the offer contains a validity period. If no period for acceptance is specified, the offer expires after 14 days.

2. If the client provides Brandsom B.V. with an assignment without a prior offer, Brandsom B.V. will not be able to perform the assignment. Brandsom B.V. is only bound by this assignment after it has confirmed it to the client in writing.

3. A tender for the delivery of multiple Services does not oblige Brandsom B.V. to
part of the Services mentioned in this offer at a corresponding part of the price.

4. Offers, quotations and rates do not apply automatically to repeat orders and/or new assignments.
subsequent orders and/or new assignments. 
Article 4. The Service

1. Brandsom B.V. performs its services always on a best effort basis and does not guarantee the results of its services, unless Parties explicitly agree otherwise in writing.

2. Brandsom B.V. will perform the Agreement to the best of its knowledge and ability and in accordance with the requirements that may be set for a professional party. If and in so far as required for proper execution of the Agreement, Brandsom B.V. has the right to have certain activities performed by third parties, at the discretion of Brandsom B.V.. The applicability of section 7:404, 7:407 and 7:409 of the Dutch Civil Code is expressly excluded.

3. Only when explicitly provided for in writing in the Agreement, an agreed deadline shall be considered a firm deadline. In all other cases, an agreed period shall be considered indicative.

4. Brandsom B.V. is entitled to perform the work in parts or phases, whereby each part or phase can be invoiced separately.

5. The Client is responsible for the correct and timely supply of information,
cooperation and input regarding the services and works to be provided or delivered by
the Brandsom B.V.

6. The execution of the work will take place either at the Brandsom office or at an alternate location as determined by Brandsom B.V., adhering to the requirements of the Agreement. 
Article 5. Client's obligations

1. The client is obliged to provide Brandsom B.V. with all necessary data and cooperation required for the performance of the Services. Brandsom B.V. reserves the right to suspend activities if the client fails to meet this obligation. Brandsom B.V. shall not be liable for any damage or delay resulting from the client's failure, delayed, or insufficient fulfillment of the information and cooperation requirements specified in this article.

2. The client must maintain sufficient stock levels to achieve targeted goals. Insufficient stock may impact the effectiveness of the Services and Brandsom B.V. is not liable for any resultant shortcomings in performance.

3. The client is required to provide the agreed-upon marketing budget. This budget is essential for executing the agreed strategies and any shortfall in this regard may lead to suboptimal results.

4. The client must ensure that their operational processes are efficient and effective enough to meet the KPIs of the marketplaces. Inadequate operational processes may hinder the achievement of desired outcomes, for which Brandsom B.V. is not responsible.

5. The client shall be liable for any damages caused to Brandsom B.V.'s revenue if the client fails to meet these obligations. This includes losses stemming from insufficient stock, inadequate marketing budget, or inefficient operational processes. 
Article 6. Termination of the agreement

1. The duration of the Agreement is determined in the Agreement itself.

2. Both Brandsom B.V. and the Client may terminate the Agreement at the end of the contract period, subject to a notice period of three (3) months. Brandsom B.V. shall not be liable for any damages or financial compensation resulting from the termination, unless the termination is due to demonstrable gross negligence on the part of Brandsom B.V.

3. Each of the parties has the right to terminate the agreement partly or completely with immediate effect if the other party goes bankrupt or is granted a moratorium, as well as if the other party's company is liquidated or undergoes a liquidation.

4. If the Agreement is dissolved at any time and Services have already been performed at that time, the Services already performed and the related payment obligation of Client will not be subject to any undoing obligation, unless Client can prove that Brandsom B.V. is in default with respect to specifically those Services. Amounts invoiced by Brandsom B.V. prior to the dissolution in connection with services already rendered or duly performed by Brandsom B.V. performed or delivered properly as part of the execution of the Agreement will remain fully due and payable immediately upon termination.

5. The client is liable towards third parties for the consequences of the cancellation and will indemnify Brandsom B.V. for claims of these third parties resulting from this.
 
Article 7. Compensation and Payment

1. All amounts mentioned in an offer, quotation or Agreement are in Euros and are stated exclusive of VAT and any other government-imposed levies, unless stated otherwise.

2. The Client must pay the invoice in full within a period of thirty (30) days from the invoice date. This term of payment shall be regarded as a strict deadline and the Client shall therefore be in default without further notice of default if payment is not made on time.

3. If the client is of the opinion that the amount of the invoice is incorrect, or that there is any other imperfection in the invoice, he should inform Brandsom B.V. immediately, submitting convincing evidence of its position. Contestation of (a part of) an invoice does not suspend the payment obligation of Client with regard to (the undisputed part of) an invoice.

4. Brandsom B.V. is entitled to change its rates at any time. Brandsom B.V. will inform the client at least 2 (two) months prior to a change of fee. If Brandsom B.V. has announced a rate change, the client is allowed to cancel the agreement until the rate change becomes effective. Client must observe a cancellation period of one month.

5. Brandsom B.V. is entitled to increase its rates annually in accordance with the consumer price index figure, as published by Statistics Netherlands, without this entitling the client to cancel or otherwise terminate the agreement.

6. Brandsom B.V. shall have the right to terminate the Agreement or the entire
cooperation immediately without paying any compensation if the payment delay on an
invoice exceeds 60 days. 
Article 8. Intellectual Property Rights

1. All Intellectual Property rights that are vested on documents or materials that clients provide to Brandsom B.V. as part of the execution of the Agreement, will remain with the client at all times. Client provides Brandsom B.V. with a worldwide, non-exclusive and sub-licensable license to use the provided materials for the execution of the Agreement.

2. Intellectual Property rights that are held by Brandsom B.V. at the time of entering into the Agreement will remain with Brandsom B.V.. 

3. If and as far as during the execution of the Agreement Intellectual Property Rights arise on the result of the Services, these Intellectual Property Rights will be vested in Client. Brandsom B.V. hereby transfers these Intellectual Property Rights to Client now and in advance, under the condition that Client has paid all amounts due to Contractor.

Article 9. Liability

1. The total liability of Brandsom B.V. under this Agreement, whether contractual or non-contractual, is limited to compensation for direct damages up to a maximum of two hundred and fifty thousand euros (€250,000) per contract year. A series of related events shall be considered as a single event.

2. Definition of Direct Damages 
Direct damages shall be understood exclusively as: 
a) Property damage, meaning physical damage to property caused by Brandsom B.V.;
b) Reasonable costs incurred to prevent or mitigate damages, provided they are demonstrable and directly related to the performance of Brandsom B.V.;
c) Costs reasonably incurred to determine the cause and extent of damages, provided they relate to direct damages;
d) Loss of profit, insofar as it is directly and demonstrably resulting from a failure by Brandsom B.V. to fulfill its obligations under this Agreement.

 
3. Brandsom B.V. shall not be liable for any form of indirect damages, including but not limited to:
●    Loss of revenue, loss of anticipated savings;
●    Loss of goodwill, reputational damage, or loss of customers;
●    Consequential damages or damages resulting from business stagnation;
●    Damages arising from data loss, cyberattacks, or security incidents, unless Brandsom B.V. has been demonstrably negligent.

4. The total liability of Brandsom B.V. for damages resulting from death or bodily injury shall under no circumstances exceed two hundred and fifty thousand euros (€250,000), whereby a series of related events shall be considered as a single event. This limit falls within the general liability cap as defined in Article 9.1 and does not create additional liability beyond the limit established therein.

5. The Client’s right to claim compensation shall expire in any event one (1) year after the occurrence of the event that caused the damage.

6. Brandsom B.V. cannot be held liable for the rejection of a brand or the removal of a product or account from a platform.



Article 10. Varia

1. Client is not entitled to transfer his rights and/or obligations resulting from the agreement to a third party without the permission of Brandsom B.V., unless parties have explicitly agreed otherwise in writing.

2. If any provision of this Agreement is or becomes invalid or not binding, Parties will remain bound to the remaining provisions. The Parties will then replace the invalid provisions in proper consultation with another that is valid and that approaches the intention of the Parties as closely as possible.

3. The Agreement is governed by Dutch law. All disputes resulting from this agreement need to be presented in first instance to a judge in the district where Brandsom B.V. has its registered office.