General Terms and Conditions
1. General Provisions
1.1 These general conditions shall apply to all quotations, offers and agreements of Dutch Roots foundation, hereinafter to be referred to as “DR”.
1.2 These general conditions comprise general provisions and the following conditions:
- 2. subscription conditions
- 3. direct mail conditions
- 4. advertising conditions
- 5. conditions for on – site courses and trainings
- 6. electronic product conditions
- 7. conditions for participants and sponsors of events
- 8. conditions for principals of events
- 9. conditions for applications
The conditions as meant under 2 up to and including 8 are to be regarded as specific conditions that apply in addition to the general conditions. The specific provisions take precedence over the general provisions. The provisions of various specific conditions may apply to an agreement with DR. The conditions for applications are independent conditions to which the general provisions do not apply at all.
1.3 By entering into an agreement with DR, the other party waives the applicability of any general conditions used by it, howsoever denominated, so that all our agreements shall exclusively be governed by the conditions as used by Dutch Roots Foundation.
Offers, Formation and Amendment of Agreements
1.4 All quotations and offers issued by DR shall be without engagement. Only after written (order) confirmation or factual performance by DR the agreement shall come into effect. Amendments to assignments shall be binding on DR only to the extent confirmed in writing or factually performed by DR.
1.5 In no event shall any agreed delivery dates be deemed to be firm, unless expressly agreed otherwise. Therefore, in the event of an untimely performance, DR shall not be in default until given written notice of default.
1.6 Any quotations and/or statements by DR with respect to its products and/or services, such as circulation, format, publication frequency, printing process, size and nature of the address database, numbers of subscriptions or circulation, weights, size of each issue etc. shall be issued to the best of DR’s knowledge but shall not be binding. Therefore, DR expressly makes reservations regarding any discrepancies and/or changes of any nature and scope whatsoever. At all times DR reserves the right to change, at its discretion, the format, frequency and way of offering and/or distributing, without granting the other party the right to modify or terminate the agreement.
Fees and Prices
1.7 DR may at any time amend the agreed fees and/or prices. If DR’s contracting party is a consumer (being a natural person not acting in the course of a profession or business), such consumer shall be entitled to dissolve the agreement if the price increase is to take effect within three months of entering into the agreement.
1.8 Unless expressly provided otherwise, all prices are including of BTW (Dutch VAT). DR shall be entitled to pass any change to the BTW rate on to the other party.
1.9 Unless expressly agreed otherwise, DR’s invoices shall be paid within thirty days of the date of the invoice. Any right to set – off by the other party shall be excluded.
1.10 In the event of late payment the other party shall be immediately in default without any notice of default being required. Without prejudice to its other obligations, the other party shall pay interest on the outstanding amounts as from the due date of the invoice until the date of payment in full on an annual basis equal to the statutory commercial interest as envisaged in Section 6:119a of the Dutch Civil Code. If the other party is a consumer (i.e. a natural person not acting in the conduct of a profession or business), the statutory interest shall apply pursuant to Section 6:119 of the Dutch Civil Code.
1.11 In the event of non-payment or late payment all judicial procedural and execution costs, as well as the administrative expenses and extrajudicial collection costs shall be borne by the other party. The extrajudicial collection costs shall be equal to 15% of the invoiced amount, with a minimum of €40.
1.12 DR shall at all times be entitled both prior to and after conclusion of the agreement to require security for payment or advance payment, suspending its performance of the agreement until such security has been provided and/or such advance payment has been received by DR.
1.13 All products delivered shall remain the property of DR until receipt of payment in full of the amounts due by the other party to DR in respect of any delivery, including interest and costs.
1.14 Without any obligation arising on its part to pay damages, DR may dissolve all or part of its agreement with the other party with immediate effect, by registered letter and without any judicial intervention being required, in the event that:
- a) the other party files for a moratorium on payment of its debts or insolvency or is declared insolvent or offers its creditors a composition outside insolvency or in the event that any of its assets are attached;
- b) the other party ceases its activities, ceases to pursue its objects according to its articles of association, resolves to wind up its company, otherwise loses its legal personality or transfers or merges its business;
- c) the other party fails (properly) to perform any of its obligations ensuing from the relevant agreement, or fails to perform any such obligations in good time, and fails to cure such default within seven calendar days of written summons by DR;
- d) DR ceases publication of the relevant product or the provision of the relevant service.
The provisions of this Article 1 paragraph 14 shall not affect DR’s other legal rights in the event of non-performance by the other party, such as the right to claim performance and/or payment of full damages.
Intellectual Property Rights
1.15 The intellectual property rights and similar rights, including copyrights, trademark rights, patent rights, neighbouring rights, rights to protection of performance, including database rights, in all publications issued and other informative products provided by DR are owned by DR and/or its licensors. Nothing in DR’s publications or informative products may be reproduced and/or disclosed without the express prior written consent of DR and/or its licensors.
1.16 All information provided by DR to the other party, including all information with respect to DR’s products and services, any documentation, software and applications provided by DR, shall be deemed confidential information. The other party shall:
- a) treat this information strictly confidential and shall not disclose this information, or provide this information to third parties unless the other party is obliged to do so under a judicial order or at the order of a supervisory authority;
- b) only use this information for the purpose for which it was provided to the other party.
1.17 DR records data of natural persons for the purpose of performance of the (subscription) agreements and whenever such persons contact DR in connection with the provision of services. These data will be used for the performance of an agreement and to inform persons of relevant products and services of DR, its operating companies and carefully selected third parties, that may be of interest to them. If the natural person involved does not want to receive any such information, he/she may give written notice to that effect to: Dutch Roots Foundation, Postbox 1162, 3840 BD Harderwijk, The Netherlands or by e-mail: email@example.com.
1.18 If, in DR’s reasonable opinion, non-faulty performance by DR is or will be impossible due to force majeure, meaning circumstances beyond its control, it shall be entitled to terminate all or part of the agreement or to suspend performance of the agreement temporarily, without any obligation arising on its part to pay damages.
1.19 Force majeure shall include, but not be limited to, threat of war, war, insurrection, molest, strike, boycott, business interruption, traffic or transport interruption, (data) network interruption, government measures, scarcity of raw materials, natural disaster, fire, nuclear reaction, machine breakdown and otherwise all circumstances under which, according to the principles of reasonableness and fairness, DR cannot be required to perform all or part of the agreement.
1.20 In the event that upon occurrence of the situation of force majeure DR has already performed part of its obligations or can perform only part of its obligations, it may invoice the part performed or the part it will be able to perform separately and the other party shall pay such invoice as if it related to a separate contract.
1.21 The liability of DR, its employees and the persons for whom DR is responsible and/or liable shall:
- a) in all events be excluded, save in the event of intent or gross negligence on the part of the senior executive staff of DR; and
- b) in case DR is nevertheless held liable, DR’s liability for personal injury and property damage (including the destruction or the disabling of such property) shall in all events be limited to damage which is attributable to DR up to the invoice value of the part of the agreement from which the liability ensues, and DR shall in no event be liable for indirect or consequential damage (including damage due to delay or lost profits).
1.22 All (editorial) information, including recommendations, ideas, opinions and/or instructions, has been composed with due care and to the best of DR’s knowledge, however, DR and the authors cannot in any way warrant the correctness and completeness of the information. Therefore, DR and the authors waive any liability for damage, of any nature whatsoever, resulting from any acts and/or decisions based on such information. The other party is emphatically recommended not to use such information out of context, but to rely on its professional knowledge and experience and to verify the information to be used. The contents of advertisements have been composed by or on behalf of advertisers and their correctness, completeness and lawfulness are not verified by DR. Therefore, DR waives any liability for the contents and design of advertisements.
1.23 The other party shall indemnify DR against any liability to third parties ensuing from its assignment, as well as any liability to third parties in connection with the use or the inability of the other party to use the publications issued and other informative products provided by DR.
1.24 Any complaints as to the (order) confirmation shall be submitted to DR in writing prior to performance of the agreement by DR, however in any event within eight days of the date of despatch of the (order) confirmation.
1.25 Any complaints as to DR’s performance of the agreement shall be submitted to DR in writing as soon as possible, however in any event within eight days of discovery of a defect in the performance, or within eight days of the time at which the defect in the performance should have been discovered, in the absence of which all rights of the other party vis-à-vis DR shall be forfeited. Compliance with laws and regulations
1.26 The other party shall comply with all applicable laws and regulations including any applicable codes of conduct, and shall indemnify DR and hold DR harmless against any third party claims based on this obligation.
1.27 DR may assign its rights and obligations under the agreement to a business with which it is affiliated in a group, or assign such rights and obligations to a third party in connection with a transfer of DR’s business or any part thereof, or as part of the transfer of a title, a product or a service of DR, without any further consent of the other party being required. By entering into an agreement with DR, the other party consents in advance to such a transfer. DR shall timely inform the other party of such a transfer.
1.28 DR may amend the present conditions. Amendments shall also apply to agreements already entered into, starting from the time indicated by DR. DR shall announce any such amendments well in advance in a way to be chosen by DR.
1.29 In the event of changes to the name and/or address details, the other party shall notify DR in writing of both the former and the new details at least fourteen days prior to the date on which the change will take effect, in the case of subscriptions through the website www.dutchroots.info.
1.30 If and to the extent that pursuant to the law any provision of these conditions is deemed unreasonably onerous vis-à-vis a party being a consumer (i.e. a natural person not acting in the course of a profession or business), and such other party nullifies such provision, the nullified provision shall be superseded by a provision which is not unreasonably onerous but promotes DR’s interests to the extent possible.
Disputes and Applicable Law
1.31 Any disputes with respect to the agreements entered into by DR shall be submitted to the competent court in Amsterdam, or –at the discretion of DR if it submits a dispute– to the competent court in Arnhem, the Netherlands. Furthermore, DR shall be entitled to submit any dispute with a party being a consumer (i.e. a natural person not acting in the course of a profession or business) to the court having territorial jurisdiction pursuant to the law. If such court is not the court in Amsterdam and DR submits the dispute to the court in Amsterdam, such consumer may notify DR in writing, within six weeks of DR’s invoking this provision, that it wishes the court that has jurisdiction pursuant to the law to decide the dispute.
1.32 Consumers residing in the EU may report their complaints through the ODR platform of the European Commission. If the complaint of the consumer is not handled by any other body yet, the consumer may report this complaint on http://ec.europa.eu/odr.
1.33 All agreements entered into with DR shall be governed by the laws of the Netherlands. The applicability of the Vienna Sales Convention is excluded.
2. Subscription Conditions
2.1 Subscription; an agreement in which DR undertakes to periodically provide to the other party, hereinafter to be referred to as: “the Subscriber”, information on an information carrier, until written notice of termination by the Subscriber.
2.2 All agreements, quotations and/or offers of DR with respect to Subscriptions shall be governed by the present Subscription conditions, in addition to the general provisions. To the extent that an Electronic Product is made available to the Subscriber in connection with a Subscription, such Electronic Product shall also be governed by the Electronic Product conditions.
2.3 Unless expressly provided otherwise, Subscriptions shall continue for a term of twelve months, to be calculated as from conclusion of the agreement.
2.4 By purchasing a loose-leaf publication, the Subscriber simultaneously subscribes to supplements to the relevant loose-leaf publication to be issued for a term of six months. The term of six months shall commence upon delivery of the principal work. The price of the supplements shall be based on the number of pages to be supplied and the products included in the supplements, such as CD ROMs, newsletters, etc., and shall be determined in arrears based on the actual number of pages supplied and products included in the supplements.
2.5 With regard to Subscriptions to periodic publications, and any other titles as far as these have been taken by a consumer, not acting in the course of a profession or business, the following applies:
- a) these Subscriptions shall be tacitly renewed by three months upon expiry of the initial term agreed, at the then-current Subscription price set by DR, while notice may always be given as of the end of the then-current term, with due observance of a notice period of one month;
- b) these Subscriptions may be terminated in the same way as they have been concluded, either by telephone or e-mail to firstname.lastname@example.org.
The notice of termination shall be deemed to relate to the end of the period for which the other party has already paid and/or has already been invoiced, unless the other party indicates expressly that his notice is meant to terminate the agreement sooner, as far as this is possible by law. In that event, the other party shall be entitled to a pro rata reduction of the Subscription fees due by him, while deducting any discounts possibly given by DR in connection with the period that has been paid for.
2.6 In the event of a Subscription of a natural person, the Subscription shall end upon notice to DR of such person’s death. A refund for the Subscription amount with respect to the part of the Subscription term that has not yet lapsed can be granted only if the amount exceeds €15.
Prices and Fees
2.7 Unless expressly provided or agreed otherwise, all prices and fees stated by DR in or on the publications or informative products shall apply to Subscribers in the Netherlands only.
2.8 The amounts due by the Subscriber pursuant to a Subscription shall be paid in advance.
2.9 If, in the event of a change of address, the new address is located outside the Netherlands, DR shall charge postage and shall be entitled, as from the effective date of the change, to charge the Subscription fee applicable to the relevant country.
3. Direct Mail Conditions
3.1 Direct Mail: a message in writing sent to individually addressed persons or officers belonging to a pre-determined target group, independently of a printed medium. Mailer: the party with which DR agrees to make an Address Database available for the purpose of a Direct Mail campaign. List Broker: the party performing intermediary services between the Mailer and DR in the formation and performance of the agreement pursuant to which DR makes an Address Database available. If so required the List Broker may also perform or have a third party perform services, such as arranging selections and analyses, printed material and mail handling. Address Database: a file owned by DR containing names, addresses and other data.
3.2 All agreements, quotations and/or offers of DR with respect to Direct Mail and/or the provision of an Address Database shall be governed by the present Direct Mail Conditions, in addition to the general provisions.
3.3 In the event that a List Broker is engaged, the Mailer agrees that the provision of the Address Database is governed by the general conditions of the List Broker, in addition to the general conditions of DR.
3.4 The Mailer and the List Broker shall ensure that any persons or businesses engaged by them in the performance of the Direct Mail campaign, in any capacity whatsoever, in any event including but not limited to the mailing house engaged, observe all applicable general conditions.
3.5 The Mailer and the List Broker declare and acknowledge that the Address Database is unique and cannot in any way whatsoever be composed based on data that are publicly available and/or accessible and that the Address Database is and shall at all times remain the exclusive property of DR. All rights in the Address Database are exclusively owned by DR. The Mailer and the List Broker declare and acknowledge that they do not have any right to use DR’s name, trademark(s) etc. or any of DR’s products or services, in any form whatsoever.
3.6 The Mailer and the List Broker are aware that the Address Database contains valuable and confidential information. Therefore, the addresses forming part of the Address Database shall not be added by the Mailer and/or the List Broker to their own databases or databases of third parties managed by the Mailer and/or the List Broker, or sold to third parties, or used by or on behalf of third parties, unless the Address Database is purchased from DR by the Mailer or the List Broker.
3.7 The Mailer and the List Broker agree that “sleepers” have been added to the Address Database to monitor the proper use of the data.
3.8 The data of addressees who have responded favourably to the Direct Mail campaign may be used by the Mailer for its own purposes and at its own discretion.
3.9 DR or the List Broker, as the case may be, shall be notified by the Mailer in writing within one week of any complaints and/or comments from addressees as to the provision of their names and addresses by DR for the purpose of the agreed mailing, stating the substance of the complaints and/or comments. The List Broker shall promptly forward the written information received from the Mailer to DR.
3.10 DR or the List Broker, as the case may be, shall be notified by the Mailer in writing of any returns as a result of moves or death of any addressees as soon as possible after receipt. If the List Broker is notified by the Mailer of any such returns, the List Broker, in its turn, shall notify DR.
Use of the Address Database by the Mailer
3.11 Unless agreed otherwise in writing with DR in advance, the Address Database may be used by the Mailer on a one-time only basis within a period of three months of provision for the Direct Mail campaign communicated in advance.
3.12 Unless expressly agreed otherwise, DR shall, in principle, not provide the Address Database directly to the Mailer. The Mailer shall ensure that it engages a List Broker or mailing house for the purpose of carrying out the Direct Mail campaign, which, in their turn, may not supply the Address Database provided by DR to the Mailer.
3.13 Prior to using the Address Database the Mailer shall submit a copy of the material to be used for the purpose of the mailing or the telemarketing script to DR and announce the mailing date. If the Mailer engages a List Broker, the copy of the material to be used or the telemarketing script shall be submitted to DR via the List Broker.
3.14 The database shall not be used by the Mailer and/or the List Broker for any telemarketing purposes, including follow-up on a mailing by telephone, personal visits and/or any other contacts, unless with the prior written approval of DR.
3.15 The Mailer shall carefully observe all laws and regulations applicable to the use of personal data, as well as all applicable codes of conduct. If the Mailer engages a List Broker, such List Broker shall also carefully observe all laws and regulations applicable to the use of personal data, as well as all applicable codes of conduct.
3.16 Unless agreed otherwise in writing, the Address Database may be handled only by a recognized, independent computer service agency and/or mailing house.
3.17 DR shall be entitled, without any obligation to pay damages, to cancel any agreements that, in DR’s reasonable opinion, may be in violation with the law as regards their substance or form.
3.18 In the mailing the Mailer shall in no way whatsoever refer to the source of the Address Database or identify its owner, unless after use of the Address Database the Mailer is approached by addressees from the Address Database, with the request to disclose the source of the address. In such event the Mailer shall disclose the name of the owner of the Address Database.
3.19 All materials to be processed shall be supplied to DR, postage paid. DR may refuse the assignment or the items delivered if they are not supplied postage paid, or recover from the Mailer all freight, administration and other costs ensuing from the non-postage paid supply.
3.20 The materials to be despatched shall be supplied in the agreed form at a time, prior to the agreed despatch date of the mailing, to be determined by DR after consultation with the Mailer or the List Broker.
3.21 In the event of late or incomplete supply of the materials, or supply thereof in a different form or weight than agreed, DR reserves the right to cancel the assignment, unless a new despatch date is set in consultation with the Mailer within a reasonable term. To the extent that the Mailer nonetheless requires performance with observance of the agreed despatch date and DR waives its right to cancel the assignment, DR may pass on all additional costs to the Mailer without prior consultation with the Mailer.
3.22 If after entering into the agreement DR discovers any discrepancies as regards, inter alia, numbers, formats and/or weights, DR may charge the Mailer the additional costs without prior notice and without prejudice to DR’s other rights. Any increases in postage rates shall be passed on.
3.23 DR may have third parties label the documents to be despatched.
3.24 The despatch date shall be the date on which DR offers the mailing to the party.