Terms & Conditions
Terms & Conditions Online Woningbrochure, legal seat at Raadhuislaan 45, 7981 EL, Diever, registered with the Netherlands Chamber of Commerce under no. 68974442.
Established on September 12, 2019
Article 1 Scope
1. These Terms & Conditions apply to every quotation and Agreement concluded between Online Woningbrochure and the Client, unless both parties have explicitly deviated from these Terms & Conditions in writing.
2. These Terms & Conditions also apply to agreements with Online Woningbrochure, which’s execution requires the involvement of third parties.
3. The applicability of any purchasing conditions or other Terms & Conditions of the Client is expressly rejected.
4. If it has been determined that one or more provisions in these Terms & Conditions are void, then all other provisions in these Terms & Conditions will remain in force. In the event of this situation, Online Woningbrochure and the Client will agree in concert to new provisions to replace the provisions that are void.
5. If Online Woningbrochure does not always require strict compliance of the Client with these conditions, then this does not mean that the provisions in these Terms & Conditions do not apply, nor does Online Woningbrochure to some extent lose the right to demand strict compliance with the provisions of these Terms & Conditions in other cases.
6. Deviations from the Agreement and Terms & Conditions are only valid if they have expressly been agreed upon in writing with Online Woningbrochure Terms & Conditions Online Woningbrochure – December 5, 2019 2 / 10
Article 2 Quotations
1. Offers are made in writing and/or electronically, unless urgent circumstances make this impossible.
2. All offers from Online Woningbrochure are without obligation, unless a period for acceptance is stated in the quotation. If a period for acceptance is set in the quotation, the quotation expires when this period has lapsed.
3. Online Woningbrochure cannot be held to its quotations if the Client, in reasonable and fair, should have understood that the quotation or part thereof contains an obvious mistake or error.
4. If the acceptance, whether or not on minor points, deviates from the offer included in the quotation, then Online Woningbrochure is not bound by it. The Agreement will then not be concluded in accordance with this deviating acceptance, unless Online Woningbrochure indicates otherwise.
5. A combined quotation does not oblige Online Woningbrochure to perform part of the Agreement at a corresponding part of the stated price.
6. Quotations do not automatically apply to future orders or repeat orders.
Article 3 Establishment of the Agreement
1. The Agreement is established by the timely acceptance by the Client of the commission contract of Online Woningbrochure
Article 4 Duration of the Agreement
1. The Agreement is entered into for one year, unless the nature of the Agreement dictates otherwise or if the parties have explicitly agreed otherwise in writing.
2. After the contract period has expired, the Agreement ends by operation of law, unless both parties choose to extend the Agreement.
Article 5 Hosting
1. Online Woningbrochure has its own hosting.
2. Online Woningbrochure can never be held liable for damage caused by outages, disruptions and inoperability.
Article 6 Domain name registration
1. The application and use of the Client’s domain name are subject to the applicable rules and procedures of the relevant registration authorities. The registration authorities are responsible for the application for the domain name. Online Woningbrochure cannot honour the application for the domain name.
2. The domain name registration is submitted on behalf of and in the responsibility of Online Woningbrochure
3. The domain name registration takes place every 12 months and cannot be changed. After this period of 12 months has lapsed, the domain registration will be extended for another period of 12 months if the domain name has not been cancelled.
4. Changing the domain name registration counts as a new domain name registration.
5. Online Woningbrochure can never be held liable nor responsible for damage resulting from the content and use of the domain and domain name. Terms & Conditions Online Woningbrochure – December 5, 2019 3 / 10
Article 7 Development or maintenance of websites
1. If the materials provided by the Client are protected by intellectual property rights, the Client guarantees that he or she has the required licenses.
2. Online Woningbrochure will try to keep the Client as well as possible informed about the progress of the work.
3. Online Woningbrochure charges its regular hourly rate for additional work. The Client will be notified in advance before Online Woningbrochure proceeds with any additional work.
Article 8 Website content
1. Online Woningbrochure is not responsible for the content and information that originates from the Client and is posted on the website.
2. Online Woningbrochure has the right to deactivate and/or remove the domain name registration if the content: – violates the law; – is of a violent nature or refers to a location with violent content; – discriminates based on race, gender, political affiliation, religion or belief; – has a pornographic, erotic nature or refers to a location with a pornographic content; – encourages or promotes illegal activities.
3. Online Woningbrochure is never liable for damages if the website of the Client contained unlawful content, unless Online Woningbrochure was aware that this content was unlawful prior to the damage.
Article 9 Materials
1. Provided data, materials and information may be used by Online Woningbrochure for promotional purposes or advertising.
2. Provided data, materials and information can also be displayed through other channels. The Client agrees that data, materials and information can also be displayed through other channels.
3. Online Woningbrochure has the right to remove data, materials and information if it is against the law or unlawful.
Article 10 Design PDF brochure
1. The Client and Online Woningbrochure agree that the Client is responsible for the correct delivery of the content and information for the PDF brochure.
2. Online Woningbrochure designs and delivers the brochure in accordance with the guidelines and wishes of the Client, unless otherwise agreed.
3. The Client is not permitted to provide content and information if the content: – violates (inter)national law; – is of a violent nature or refers to a location with violent content; – discriminates based on race, gender, political affiliation, religion or belief; – has a pornographic, erotic nature or refers to a location with a pornographic content; – encourages or promotes illegal activities.
4. If one of the above situations occurs, Online Woningbrochure has the right to terminate the Agreement with immediate effect and without legal intervention. Terms & Conditions Online Woningbrochure – December 5, 2019 4 / 10
5. Online Woningbrochure can never be held liable for damages if the PDF brochure of the Client contained unlawful, incorrect or incomplete content or errors.
6. Online Woningbrochure submits a proposal for the brochure to the Client. The Client may provide his or her feedback on this proposal until the PDF brochure fully corresponds with their wishes.
Article 11 Mobile app
1. If the client opts for a mobile application, the agreements as stated and agreed in the commission contract apply.
Article 12 Amendment of the Agreement
1. If during the execution of the Agreement it appears that it is necessary to change or supplement the Agreement for its proper execution, then Online Woningbrochure will inform the Client of this as soon as possible. The parties will then proceed to adjust the Agreement in a timely manner and in mutual consultation.
2. If the parties agree that the Agreement will be amended or supplemented, the time of completion of the Agreement may be affected. Online Woningbrochure will inform the Client of this as soon as possible.
3. If the amendment or supplement to the Agreement will have financial, quantitative and/or qualitative consequences, Online Woningbrochure will inform the Client about this in advance.
4. If a fixed Fee and/or rate has been agreed, Online Woningbrochure will indicate the extent to which the amendment or supplement to the Agreement influences the price. Hereby, Online Woningbrochure will try to draw up a quotation as accurately as possible in advance.
5. Online Woningbrochure will not be able to charge additional costs if the amendment or supplement is the result of circumstances that are attributed to Online Woningbrochure 6. Amendments to the originally concluded Agreement between the Client and Online Woningbrochure are only valid from the moment that these amendments have been accepted in writing by both parties through an additional or amended Agreement.
Article 13 Execution of the Agreement
1. Online Woningbrochure will perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. Online Woningbrochure has the right to have certain work done by third parties. The application of Article 7:407, section 2 and 7:409 of the Dutch Civil Code is expressly excluded.
3. Online Woningbrochure has the right to implement the Agreement in phases.
4. If the Agreement is executed in phases, Online Woningbrochure the right to invoice each executed part/phase separately and to demand payment for it. If and as long as the invoice is not paid by the Client, Online Woningbrochure is not obliged to carry out the next phase and has the right to suspend the Agreement.
5. If the Agreement is executed in phases, Online Woningbrochure the right to suspend the implementation of those parts that belong to the next phase or phases until the Client has approved the results of the preceding phase in writing.
6. The Client provides Online Woningbrochure in a timely manner with all data or instructions that are necessary for the implementation of the Agreement or that the Client should reasonably understand to be necessary for the implementation of the Agreement.
7. If the foregoing data and instructions are not provided or not provided on time, then Online Woningbrochure has the right to suspend the execution of the Agreement. Any extra costs incurred due to the delay are for the account of the Client. Terms & Conditions Online Woningbrochure – December 5, 2019 5 / 10
8. The application of Article 7:404 of the Dutch Civil Code is expressly excluded.
Article 14 Fee
1. The Fee and/or rates are expressed in euros, excluding VAT and other government levies, unless stated otherwise.
2. The Fee includes travel, accommodation, packaging, delivery or shipping costs and administration costs, unless stated otherwise.
3. Online Woningbrochure will submit a statement of all additional costs to the Client in good time before concluding the Agreement or provide data based on which these costs can be calculated by the Client.
Article 15 Change of fee
1. If Online Woningbrochure agrees to a fixed Fee and/or rate when concluding the Agreement, Online Woningbrochure is entitled to increase this Fee or rate, even if the Fee or rate was not originally offered with reservation.
2. If Online Woningbrochure intends to change the Fee and/or the rate, they will inform the Client of this as soon as possible.
3. If the increase in the Fee or rate takes place within three months after the conclusion of the Agreement, the Client may terminate the Agreement by means of a written statement, unless: – a legal obligation is the cause of the increase; – the increase is due to an increase in the price of raw materials, wages, etc., or on other grounds that were not reasonably foreseeable when entering into the Agreement; – Online Woningbrochure is still willing to execute the original Agreement; – it is stipulated that the execution will be carried out longer than three months after the conclusion of the Agreement.
4. The Client is entitled to terminate the Agreement if the Fee or rate is increased more than three months after the Agreement has been concluded, unless the Agreement stipulates that the execution will be carried out longer than three months after the Agreement has been concluded.
5. Online Woningbrochure will inform he Client if they have the intention to increase the Fee. Online Woningbrochure will state the amount of the increase and the date on which the increase will enter into force.
Article 16 Execution time
1. The work will be carried out within a period specified by Online Woningbrochure
2. If a period has been agreed or specified for the performance of certain activities, then that period is only indicative and can never be considered as a strict deadline.
3. If Online Woningbrochure requires information or instructions from the Client that are necessary for the execution of the Agreement, the execution period commences after the Client has submitted these to Online Woningbrochure
4. If the execution period is exceeded, the Client must give written notice of default to Online Woningbrochure and provide Online Woningbrochure with a reasonable period to still execute the Agreement.
Article 17 Payment
1. Payment takes place by means of wire transfer to a by Online Woningbrochure designated bank account at the time of purchase or delivery, unless otherwise agreed upon. Terms & Conditions Online Woningbrochure – December 5, 2019 6 / 10
2. Payment must be made within 14 days after the invoice date, in the way Online Woningbrochure indicates, and in the currency of the invoice, unless otherwise agreed upon.
3. The Client is not authorized to deduct any amount from the amount that he is owed to Online Woningbrochure to a counterclaim made by him.
4. Online Woningbrochure is entitled to invoice the Client for the work performed in the preceding period. Invoicing takes place per delivered website or assignment.
5. Online Woningbrochure and the Client agree that payment in instalments will be made in proportion to the progress of the work. If both parties have agreed to payment in instalments, the Client must pay in accordance with the instalments and percentages as laid down in the Agreement.
6. Objections to the amount of the invoice do not suspend the Client’s obligation to pay.
7. A fortnight after the invoice date, the Client is in default by operation of law, without notice of default. From the moment of default, the Client owes an interest of 2% per month on the claimable amount, unless the statutory interest is higher.
8. In the event of bankruptcy, suspension of payment or trusteeship, the claims of Online Woningbrochure and the obligations of the Client towards Online Woningbrochure are immediately claimable.
Article 18 Collection costs
1. If the Client is in default or does not fulfil his obligations in a timely manner, then all reasonable costs for obtaining satisfaction out of court will be borne by the Client. In any case, the Client owes collection costs to Online Woningbrochure
2. With regard to extrajudicial (collection) costs, Online Woningbrochure is entitled to, in deviation of Article 6:96 section 5 of the Dutch Civil Code and the Extrajudicial Collection Costs Decree, a reimbursement of 15% of the total outstanding principal sum with a minimum of €90 for each invoice that is not fully or partially paid.
3. Any reasonable legal costs and execution costs incurred will also be borne by the Client. Article 19 Suspension
3.1. If the Client does not, not fully or not timely fulfil an obligation under the Agreement, Online Woningbrochure has the right to suspend compliance with the corresponding obligation. In the case of partial or inadequate fulfilment, suspension is only permitted to the extent that the shortcoming justifies it.
3.2. Furthermore, Online Woningbrochure has the right to suspend compliance with obligations if: – after concluding the Agreement circumstances have come to light that give Online Woningbrochure good reason to fear that the Client will not fulfil his obligations; – at the conclusion of the Agreement, the Client was requested to provide proof that he can fulfil his obligations under the Agreement and this proof was not provided or is deemed insufficient; – circumstances arise that are of such a nature that the fulfilment of the Agreement is made impossible or that the execution of Online Woningbrochure’s obligations under the Agreement cannot reasonably be fulfilled if the original Agreement is not amended.
3.3. Online Woningbrochure reserves the right to claim compensation.
Article 20 Dissolution
1. If the Client does not, not fully, not timely or properly fulfil an obligation under the Agreement, Online Woningbrochure has the right to terminate the Agreement with immediate effect, unless the shortcoming, given its minor significance, does not justify the termination.
2. Furthermore, Online Woningbrochure has the right to terminate the Agreement with immediate effect if: Terms & Conditions Online Woningbrochure – December 5, 2019 7 / 10 – after the conclusion of the Agreement, circumstances have come to light that give Online Woningbrochure good reason to fear that the Client will not fulfil his obligations; – at the conclusion of the Agreement, the Client was requested to provide proof that he can fulfil his obligations under the Agreement and this proof was not provided or is deemed insufficient; – due to a delay on the part of the Client, it can no longer be expected from Online Woningbrochure that they will comply with the Agreement under the originally agreed conditions; – circumstances arise that are of such a nature that the fulfilment of the Agreement is made impossible or that the execution of Online Woningbrochure’s obligations under the Agreement cannot reasonably be fulfilled if the original Agreement is not amended. – the Client is declared bankrupt, submits a request for suspension of payment, applies for debt rescheduling for natural persons, is confronted with a seizure of all or part of its property; – the Client is placed under trusteeship; – the Client dies.
3. Dissolution takes place by means of written notice and without judicial intervention.
4. If the Agreement is dissolved, any claims of Online Woningbrochure are immediately due and payable by the Client.
5. If Online Woningbrochure dissolve the Agreement on the basis of the aforementioned grounds, Online Woningbrochure is not liable for any costs or compensation.
6. If the termination is attributable to the Client, the Client is liable for the costs incurred by Online Woningbrochure for any suffered damages.
Article 21 Force Majeure
1. A shortcoming cannot be attributed to Online Woningbrochure or the Client if it is not their fault, nor according to the law, legal act or prevailing views. In this case, the parties are also not obliged to fulfil the obligations arising from the Agreement.
2. In these Terms & Conditions, force majeure is understood as, in addition to what is understood in law and case law, all external causes, foreseen or not foreseen, on which Online Woningbrochure cannot exert any influence and as a result Online Woningbrochure is unable to meet the obligations arising from the Agreement.
3. Circumstances considered as force majeure include: exclusion, fire, water damage, natural disasters or other external calamities, mobilization, war, traffic restrictions, blockages, import or export restrictions or other government measures, delays in the supply of raw materials or machine parts and any circumstances, as a result of which the normal course of business is impeded as a result of which the fulfilment of the Agreement by Online Woningbrochure cannot reasonably be expected by the Client.
4. Online Woningbrochure also has the right to invoke force majeure if the circumstance(s) that prevent (further) fulfilment of the Agreement occur after Online Woningbrochure should have fulfilled its obligations.
5. In the event of force majeure, the parties are not obliged to continue the Agreement, nor are they obliged to pay any compensation to one another.
6. Both Online Woningbrochure and the Client can suspend all or part of the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than 2 months, both parties are entitled to terminate the Agreement with immediate effect, by means of written notification, without judicial intervention, without the parties being entitled to claim any compensation.
7. If the situation of force majeure is of a temporary nature, Online Woningbrochure reserves the right to suspend the execution of the Agreement for the duration of the force majeure situation. In the event of permanent force majeure, both parties are entitled to dissolve the Agreement extrajudicially. Terms & Conditions Online Woningbrochure – December 5, 2019 8 / 10
8. If Online Woningbrochure at the time of the occurrence of force majeure has partially fulfilled its obligations under the Agreement, or will be able to meet them, and the fulfilled or to be fulfilled part will have independent value, Online Woningbrochure is entitled to invoice the part already fulfilled or to be fulfilled separately. The Client is obliged to pay this invoice as if it were a separate Agreement.
Article 22 Examination and defects
1. The Client is obliged to examine the Service at the time of execution, but in any case, within 7 days after the execution. In addition, the Client should investigate whether the quality and quantity of the Service provided correspond to what has been agreed, or at least meet the requirements that apply in normal trade.
2. Visible defects and shortages must be reported to Online Woningbrochure in writing within 3 days after the Service has been performed.
3. Non-visible defects and shortages must be reported to Online Woningbrochure within 3 days after their discovery.
4. The right to a (partial) refund of the price, repair or replacement or compensation will lapse if defects are not reported within the specified period, unless a longer period ensues from the nature of the Service or from the specific circumstances.
5. Any shipping costs incurred for returning defective item(s) at the written request of the Client will be compensated by Online Woningbrochure to the Client. Costs other than shipping costs will never be refunded by Online Woningbrochure unless agreed in writing. The shipping costs will not be reimbursed if the Client did not request the return of the item(s) in writing. 6. The payment obligation will not be suspended if the Client informed Online Woningbrochure of the defect within the specified period.
Article 23 Liability
1. The execution of the Agreement is entirely at the risk and responsibility of the Client. Online Woningbrochure is only liable for direct damage caused by gross negligence or intent by Online Woningbrochure
2. Online Woningbrochure can never be held liable for indirect damage, including consequential damage, lost profits, lost savings, business stagnation or immaterial damage.
3. Online Woningbrochure is not liable for damage of whatever nature caused by the fact that Online Woningbrochure operates based on incorrect and/or incomplete data provided by the Client, unless this incorrectness or incompleteness should have been known by Online Woningbrochure
4. If Online Woningbrochure should be liable for any damages, then the liability of Online Woningbrochure is limited to a maximum of twice the amount stated in the invoice or to the amount Online Woningbrochure’s insurance will pay out, plus the deductible Online Woningbrochure bears under the insurance.
5. Online Woningbrochure is not liable for mutilation, destruction, theft or loss of data or documents.
6. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of Online Woningbrochure or their senior employees.
7. The Client must report any damage for which Online Woningbrochure can be held liable as soon as possible, but in any case within 10 days after the occurrence of the damage to Online Woningbrochure, on pain of forfeiting any right of compensation for this damage.
8. Any liability claims against Online Woningbrochure expire within one year after the Client has become aware of the harmful event or could reasonably have been aware of it. Terms & Conditions Online Woningbrochure – December 5, 2019 9 / 10
Article 24 Disclosure
1. The Client indemnifies Online Woningbrochure for any claims from third parties that suffer damage in connection with the execution of the Agreement and which can be attributed to the Client.
2. If Online Woningbrochure is addressed by third parties on that account, then all costs and damage on the part of Online Woningbrochure and third parties are at the expense and risk of the Client.
Article 25 Limitation period
1. For all claims against Online Woningbrochure and by Online Woningbrochure (possibly) engaged third parties applies a limitation period of one year, in deviation from the legal limitation periods.
Article 26 Intellectual property
1. Online Woningbrochure reserves the rights and powers vested in it under the Copyright Act and other intellectual laws and regulations.
2. Online Woningbrochure reserves the right to use any knowledge that may have arisen as a result of performing the work for other purposes, provided that no confidential information is disclosed to third parties.
Article 27 Confidentiality
1. Both Online Woningbrochure and the Client are obliged during the term and after termination of the Agreement, to maintain secrecy with regard to all facts and data concerning the other party that he or she knows and can reasonably suspect are confidential. This duty of confidentiality also includes all data of employees, clients and other relations that have been made aware of under the Agreement.
Article 28 Privacy statement
1. The conditions as stated in the separate privacy statement of Online Woningbrochure apply to these Terms & Conditions. These are provided separately with the commission contract and can be obtained from us on request or can be viewed on the website of Online Woningbrochure
Article 29 Service e-mails
1. The Client agrees to receive Service E-mails when signing an commission contract. These are emails in support of service to the Client. Online Woningbrochure informs the Client up to once a month.
2. These Service E-mails are used to optimally inform the client and support the services provided by Online Woningbrochure
3. The client receives the Service E-mails by e-mail.
4. The Client can unsubscribe at any time in writing or via the hyperlink in these e-mails. The Client will then no longer receive messages.
Article 30 Amendment of Terms & Conditions
1. Online Woningbrochure has the right to unilaterally amend these Terms & Conditions.
2. Amendments will also apply to agreements that have already been concluded.
3. Online Woningbrochure will inform the Client of any amendments by e-mail.
4. The amendments to the Terms & Conditions will take effect after thirty days after the Client has been notified of the changes. Terms & Conditions Online Woningbrochure – December 5, 2019 10 / 10
5. If the Client does not agree with the announced changes, the Client has the right to terminate the Agreement.
Article 31 Applicable law and disputes
1. To all legal relationships which Online Woningbrochure is a party of, only Dutch law applies. This is also the case if an obligation is wholly or partially performed abroad or if the Client has its legal seat abroad.
2. The applicability of the Vienna Sales Convention is excluded.
3. Disputes between Online Woningbrochure and the Client will only be submitted to the competent court in the Central Netherlands district, unless the law prescribes otherwise.