General Terms and Conditions of Deluux

Deluux has its registered office at Zoutmarkt 18B, 3511 KX in Utrecht, the Netherlands and is registered as a sole proprietorship in the Trade Register of the Chamber of Commerce under no: 82279292. Deluux is a service provider specialising in consulting, strategy and management of data-driven digital media. Deluux provides advice on and implements digital paid advertising, digital creations, tech & data analyses or visualisations, content marketing or website development. In addition, Deluux manages on- and offline media.

In these General Terms and Conditions, you can read about the conditions subject to which you can use our services. We have made every effort to make these terms and conditions as clear as possible and to minimise the use of legal terms. In the event you have any questions about (parts of) these terms and conditions? Please contact us at media@deluux.io.

Article 1 – Definitions

Deluux: the party from whom the Client acquires the service and therefore the user of these General Terms and Conditions.
Client: the organisation that issues or wishes to issue an assignment to Deluux.
Assignment: the work/services that Deluux will perform for the Client and for which an agreement has been concluded.
Written/In Writing: both traditional written communication and communication by email.

For the purpose of readability of these terms and conditions Deluux and the Client are jointly referred to as the ‘Parties’.

Article 2 – Applicability

1. These General Terms and Conditions apply to any quotations, agreements, assignments, work and invoices of Deluux.
2. Any general terms and conditions used by the Client, by whatever name, are explicitly not applicable.
3. Deviations from and additions to these General Terms and Conditions are only valid if they have been expressly accepted in writing by Deluux.
4. These General Terms and Conditions are also applicable to contract extras, changed assignments and follow-up assignments.
5. Deluux may change these General Terms and Conditions. The Client will be informed in writing in advance.
6. Where one or more provisions of these General Terms and Conditions prove to be void or voidable, the remaining provisions will remain fully applicable. The Parties will then consult on a new agreement to replace the void or voided provision. This agreement will be as close as possible to the purpose and intent of the original provision.
7. These General Terms and Conditions also apply to any agreement for which Deluux engages the services of third parties.
8. In the event that the content of these General Terms and Conditions conflicts with an agreement entered into between the Parties, the content of the agreement prevails over these General Terms and Conditions.

Article 3 – Offers

1. Offers and quotations are valid for thirty (30) calendar days from the date of quotation.
2. The quotation is based on the data provided by the Client. Deluux assumes that this information is correct, complete and current.
3. A composite offer is considered as a whole and cannot be accepted in part. This means that if the Client only accepts a part of the offer, Deluux is not obliged to carry out that part of the assignment for a corresponding part of the price.

In that case Deluux has the right to make a new offer.
4. Deluux is not bound by obvious mistakes or clerical errors in the offer or programming and/or typing errors on the Deluux website or social media channels.
5. The rates quoted are exclusive of VAT, unless otherwise agreed.
6. Offers and quotations do not apply automatically to future assignments.
7. Additional agreements or changes made only apply if they have been confirmed in writing by Deluux.

Article 4 – Conclusion of the agreement

1. The agreement between the Client and Deluux is concluded at the moment that:
a. the Client agrees in writing to the quotation or offer made by Deluux;
b. Deluux confirms the assignment in writing to the Client. Deluux assumes that the confirmation of the assignment contains a correct and complete description of the work to be performed, unless the Client makes known that this is not the case within three (3) calendar days;
c. Deluux has made a start with the performance of the assignment at the request of the Client.
2. The Client agrees that all means of communication customary at that time may be used for the purpose of communication, in particular means of communication that make use of an internet connection.

Article 5 – Performance of the assignment

1. By entering into an agreement, Deluux undertakes a best-efforts obligation, which means that Deluux will carry out the assignment with due care to the best of its knowledge, skills and abilities as may be expected of a professional contractor. Deluux will endeavour to achieve the best possible result for the Client but cannot guarantee that the Client will actually achieve the desired results. This is partly dependent on external circumstances including: the quality and availability of necessary software and connections and the surfing behaviour of website visitors.
2. Deluux has the right to have the assignment (partly) performed by third parties. These may include creatives, designers or other freelancers. The applicability of Sections 7:404, 7:407 (2) and 7:409 of the Dutch Civil Code is hereby expressly excluded.
3. The Client provides all data, instructions, login codes and access necessary for the proper performance of the assignment, in a timely manner. The Client also ensures that Deluux has the right authorisations. If the required information has not been received in time by Deluux, Deluux has the right to postpone performance of the assignment. Any additional costs incurred will be charged to the Client.
4. The Client agrees that Deluux also works on behalf of other clients. These may include clients that are competitors of the Client.
5. When the start of the assignment is delayed due to circumstances that are for the account and risk of the Client, the Client will reimburse Deluux for the related damages and costs.
6. In the event of the sale or takeover of (a part of) its business activities, Deluux has the right to transfer the agreement to a third party. The Client will be informed in writing in advance.
7. At the request of Deluux, the Client will provide Deluux or a third party engaged by Deluux with a workplace with access to the internet.

Article 6 – Contents of the assignment

1. The amounts or numbers specified in reports with regard to media use are indications only. The Client may not derive any rights from them. If these amounts/numbers deviate from the information in the invoice provided by Deluux, the amounts/numbers stated on the invoice shall be considered the actual amounts/numbers.
2. It is at all times the responsibility of the Client to check the budgets entered by Deluux. The Client is and shall remain ultimately responsible. Therefore, Deluux cannot be held liable for errors in the budgets.

3. Deluux uses software from third parties in the performance of the assignment. Therefore, Deluux cannot guarantee that all services will be usable and/or accessible at all times. This does not alter the fact that Deluux will make every effort to perform a service properly.

Article 7 – Additional provisions relating to hosting

1. Hosting is only part of the assignment if this has been agreed in writing between the Parties. If hosting is part of the assignment, this means that Deluux makes part of its own rented space on the servers of a hosting provider available to the Client. Any associated costs will be invoiced to the Client.
2. Deluux cannot guarantee that the server and website are accessible and available at all times. Deluux is dependent on an external hosting provider in this respect. Deluux cannot be held responsible for the consequences of the server of that hosting provider being offline.
3. Deluux has the right, following a warning, to charge a surcharge when the data traffic or the storage capacity of the Client compared to other clients is unreasonably high due to the actions of the Client.
4. The general terms and conditions of the hosting provider also apply to the Client and form part of the agreement. The Client indemnifies Deluux for all damages and costs that arise as a result of the Client failing to comply with those terms and conditions.

Article 8 – Additional provisions relating to web design

This article applies to all assignments that (partly) consist of designing, developing and adapting websites. The other articles of these General Terms and Conditions remain fully applicable.
1. Websites are developed using software from third parties. Therefore, Deluux cannot guarantee that all services will be usable and/or accessible at all times. Deluux will make every effort to ensure that a website functions as desired. However, Deluux cannot be held responsible for any non-working parts in themes, non-responsiveness of theme creators or ceasing (support for) the theme by the software supplier.
2. Deluux is not responsible for deviations and (colour) differences in the design caused by the use of a certain browser or a certain brand of screen. Deluux cannot guarantee that the website will be displayed in exactly the same manner by all browsers and monitors.
3. A website delivered by Deluux may not be used for actions and/or conduct that is contrary to the law, the agreement or these General Terms and Conditions. Examples of prohibited actions and behaviours include, amongst others:
a. publication and/or distribution of pornographic, extremist, violent, racist or discriminating content;
b. unsolicited sending of large quantities of email (SPAM);
c. unauthorised hacking into another computer or computer systems (hacking);
d. sexual intimidation or harassment of persons;
e. carrying out (D)Dos attacks;
f. uploading viruses or other files or programmes that harm or cause damage.
This list of prohibited actions and behaviour contains only examples and is not exhaustive.
4. Deluux is not responsible for content uploaded by the Client. The quality of the content provided by the Client may influence the result of the website.
5. Deluux may state on the website that it has designed the website and that all intellectual property rights thereon belong to Deluux.

Article 9 – Additional provisions relating to advertising

This article applies to all assignments that (partly) consist of the execution of digital advertisements.
1. Realising formulated objectives also depends on the algorithm of (social) media channels, advertising platforms and search engines, the quality and availability of necessary software, guidelines and policies of third parties and the surfing behaviour of individuals. These external factors can influence the results and the way Deluux works.

Because Deluux has no influence on these external factors, Deluux cannot guarantee the success of digital media, including a certain number of likes, new followers, views and conversions.
2. For the proper performance of the assignment, Deluux has the right to change advertisements and keywords at its own discretion and without prior consent of the Client.
3. Deluux is dependent on the availability and functionality and the guidelines, rules and policies of the advertising platform for the performance of the assignment. In the performance of the assignment Deluux will take into account any limitations set by the advertising platform.

Article 10 – Deadlines and changes to the assignment
1. The delivery/execution deadlines specified by Deluux are estimates only and may not be regarded as deadlines unless the Parties have explicitly agreed in writing on ‘hard deadlines’ in the agreement. The term starts at the moment Deluux has received all data and access from the Client necessary for the proper performance of the assignment.
2. If it has been agreed that the assignment will be performed in phases, Deluux may suspend the performance of parts belonging to a following phase until the Client has given feedback on the results of the preceding phase and/or has paid for them.
3. If at any time Deluux anticipates that it will not be able to fulfil its obligations arising from the agreement or will be unable to do so on time or properly, Deluux will inform the Client accordingly, without undue delay.
4. Conversely, the Client will, without undue delay, keep Deluux informed of changing circumstances that may affect the performance of the assignment.
5. In the event that it becomes apparent during the performance of the assignment that a change or addition to the work is necessary in order to perform the assignment properly, the Parties will adjust the assignment in mutual consultation. If this adjustment affects the term and/or the price, Deluux will inform the Client accordingly.
6. Deluux will not charge any additional costs if the change or addition is the result of circumstances attributable to Deluux.

Article 11 – Rates, invoicing and payment

1. Deluux is entitled to change its rates and will communicate any change in rates to the Client in writing at least thirty (30) calendar days before it takes effect.
2. The assignment may be performed on the basis of an hourly rate or on the basis of a fixed amount. This must be specified in the offer, confirmation of assignment or agreement.
3. Deluux is entitled to invoice in instalments and to request a deposit.
4. For all assignments the costs will be invoiced on a monthly basis. The term of payment for invoices is thirty (30) calendar days, to be calculated from the invoice date.
5. Payment is made by transferring the invoice amount to the Deluux bank account, stating the invoice number.
6. With respect to the fee the Client owes Deluux, Deluux’s timekeeping administration will constitute full evidence, unless the Client provides evidence to the contrary.
7. The Client is not entitled to set off the amount of the invoice due.
8. If the Client fails to pay an invoice on time, Deluux may charge the Client monthly interest of five (5) per cent and collection costs of at least ten (10) per cent, with a minimum of two hundred and fifty (250) euros. A part of a month is considered to be a whole month. Deluux is also entitled to postpone the performance of the assignment until Deluux has received payment.
9. Objections to the amount of the invoice do not suspend the payment obligation.

Article 12 – Duration and termination of the assignment

1. The assignment runs until it is completed or for a definite period of time if this has been agreed. An assignment for a definite period of time automatically ends at the end of that definite period, unless the Parties decide to extend the assignment.
2. The Parties have the right to terminate the assignment in writing. A notice period of thirty (30) calendar days applies. In the event of premature termination of the assignment, neither Party will be liable to pay any compensation for damage or other costs incurred as a result.

The Client will reimburse Deluux for the work performed and costs incurred. This also includes preparatory work that is not immediately noticeable to the Client and costs for third parties engaged. In the event that the Client terminates the assignment prematurely, the Client will also owe a cancellation fee of twenty-five (25) per cent of the remaining part of the invoice amount that the Client would have owed if the assignment had been fully completed.
3. In the event that the Client cancels the assignment before Deluux has commenced with the work, the Client will owe a cancellation fee of twenty-five (25) per cent of the quoted amount.
4. Deluux is entitled to terminate the assignment, with immediate effect and without the intervention of a court of law, if the Client acts in breach of the law and/or these General Terms and Conditions, if the Client repeatedly fails to meet its payment obligations, if a petition for its bankruptcy is filed or its bankruptcy has been declared or if one of the partners of Deluux fails to deliver, as a result of which Deluux is unable to meet its obligations. Under no circumstance shall Deluux be obligated to compensate for damages and costs resulting from this. The payment obligation of the Client for the work carried out by Deluux and the costs incurred remains unchanged.

Article 13 – Liability

1. Deluux is only liable for direct damage resulting from the performance of the assignment if there is a legal or contractual attributable shortcoming, intent or gross negligence on the part of Deluux. In any case, direct damage does not include: consequential damage, loss of turnover and profit, missed savings, damage to image, loss of (business) data and damage due to business interruption.
2. Deluux is not liable for damage caused by disruptions in the electronic services of providers, network operators, advertising platforms and telecommunications networks.
3. Deluux is not liable for damages caused by the fact that Deluux relies on incorrect and/or incomplete data or instructions issued by the Client.
4. Furthermore, Deluux is not liable for damage that occurs because an affiliate partner of the Client fails to meet its obligations towards the Client or does not do so in time.
5. Deluux is also not liable for the total or partial loss of data of the Client.
6. In the event that Deluux is liable for damage suffered by the Client, such liability will be limited to the amount paid out by its liability insurance, increased by the amount of the deduction under that insurance. If the insurer does not pay, the damage is not covered by the insurance or Deluux has no liability insurance, the liability of Deluux will be limited to a maximum of the invoice amount for that part of the assignment to which the liability relates. In the case of assignments with a duration of more than six (6) months the liability will be limited to the amount invoiced for a maximum of six (6) months.
7. In deviation from the statutory limitation period, all claims for damages from the Client are subject to a limitation period of twelve (12) months after termination of the assignment.
8. The Client indemnifies Deluux against any claims from third parties arising from the performance of the assignment. This does not apply in the event that damage is caused by deliberate intent or gross negligence on the part of Deluux.

Article 14 – Force majeure and unforeseen circumstances

1. If the performance of the assignment is delayed due to force majeure, unforeseen circumstances or circumstances that are at the risk of the Client, Deluux cannot be expected to complete the assignment within the agreed term. In that case Deluux is entitled to an extension of that deadline, even if Deluux does not explicitly request it.
2. Unforeseen circumstances or force majeure include, in addition to what is stated in the law and jurisprudence, illness or incapacity for work on the part of Deluux, breakdown of or failures in telecommunications, internet connections or advertising platforms, non- or inadequate delivery by partners of Deluux, fire and government action.

3. In the event that a situation as described in paragraph 1 of this article continues to exist for a period of sixty (60) calendar days or in the event that it can be foreseen that this situation will continue to exist for a period exceeding sixty (60) days, both Parties are entitled to terminate the assignment without being liable for compensation. Where Deluux has already fulfilled its obligations (in part) or can still fulfil these, the Client will reimburse Deluux for the work carried out and costs incurred.

Article 15 – Confidentiality

1. Parties are bound to secrecy with respect to all confidential information they obtain from each other or from any other source within the scope of the assignment. In any case, information is considered confidential if this is stated by a Party or if this follows from the nature of the information. Price information and passwords are explicitly covered by the obligation of confidentiality.
2. Confidentiality does not apply insofar as statutory regulations or insurance conditions impose an obligation to provide information on a Party.
3. The Parties must also impose secrecy on any third parties they engage.
4. Deluux may also use the increased knowledge resulting from the performance of the assignment for other purposes, provided that, in doing so, Deluux does not share the Client’s confidential information with third parties.

Article 16 – Intellectual property rights

1. All copyrights and other intellectual property rights pertaining to works such as texts, images, logos and videos shown on the Deluux website or social media channels are the exclusive property of Deluux and may not be reproduced, made public or otherwise distributed or shown to third parties without the prior written consent of Deluux.
2. The Client is not permitted to exploit the works produced by Deluux such as reports, documents, code, analyses, advice, models etc. or to provide them to third parties except in the case of normal use in accordance with the purpose of the assignment. In all other cases the Client must first obtain written permission from Deluux. Deluux grants the Client a licence or a non-exclusive, non-transferable, non-sub-licensable and perpetual right of use for the purpose of normal use.
3. If Deluux, in the performance of the assignment, makes use of intellectual property rights of the Client or a third party engaged by the Client, then the intellectual property rights will remain with the Client or that third party. The Client grants Deluux permission to make use of those intellectual property rights for the duration of the assignment.
4. In the event that Deluux, at the request of the Client, needs to make use of intellectual property rights of a third party that is not a party to the agreement, the Client will ensure the necessary permission from that third party.
5. The Client and the third party/parties engaged by the Client will ensure that, in supplying content for the performance of the assignment, they do not act in conflict with the intellectual property rights of others.
6. In the event that an intellectual property right is infringed because the Client fails to comply with paragraph 4 or 5 of this article and Deluux or a third party engaged by Deluux is held liable in this respect, the Client will indemnify Deluux or the third party engaged by Deluux and will bear all related costs incurred. The Client indemnifies Deluux and the third parties engaged by Deluux against such claims.
7. If the Client fails to comply with the provisions of this article, Deluux has the right to recover its damages from the Client.

Article 17 – Portfolio of reference

1. The Client gives Deluux after written approval consent to place (reference) images on its website and social media channels and to use the logo and the trade name and brand name of the Client, as well as to place a link to the website of the Client, unless the Parties agree otherwise.

2. If the Client changes its logo, trade name or brand name, website or web address and the client wishes Deluux to adjust this on its website and social media channels, the Client must inform Deluux in writing.

Article 18 – Privacy

1. The privacy statement of Deluux also applies to these General Terms and Conditions. This can be read at www.deluux.io
2. Deluux will only use the data provided by the Client for the purposes set out in the privacy statement

Article 19 – Applicable law & jurisdiction

1. All agreements concluded and to be concluded by Deluux and these General Terms and Conditions are governed exclusively by Dutch law.
2. All disputes between the Parties will initially be resolved by mutual agreement where possible. In the event this is not possible, disputes will be submitted to the competent judge of the Midden-Nederland District Court, unless otherwise determined by mandatory law. This also applies to disputes that are considered a dispute by only one of the Parties.