General conditions - Maximizd

General conditions MAXIMIZD

 

1 Definitions

In these general conditions (hereinafter also: “conditions”) the following terms have the following meanings:

 

Client: the person who issues an Assignment to MAXIMIZD or who is discussing it with MAXIMIZD or for whom MAXIMIZD has actually started to perform work;

Services: all work that MAXIMIZD offers and has performed or has performed for the Client as evidenced by the Order Confirmation or in fact, such as - among other things - media advice, strategy, planning, purchasing, creation and Handling;

Handling: the administrative handling and invoicing with the media operator, and all activities of MAXIMIZD itself related to this, but not: the actual implementation of the Media Placement by the Media operator;

Handling fee: the fee payable by the Client for the Handling;

Materials: all software, equipment or other materials developed or made available by MAXIMIZD under an Assignment , including analyzes, designs, documentation, reports, offers;

Media: printed, audiovisual, auditory and digital media, everything in the broadest sense of the word ;

Media operator: the company that itself exploits Media to realize Media Placements;

Media Revenue: the total amount charged by a Media operator in connection with a Media Placement.

Media placement: an advertisement or campaign to be published or published in Media for the benefit of the Client;

Assignment: the agreement under which MAXIMIZD has committed to Client to provide Services as Client has committed to MAXIMIZD to purchase it;

Order confirmation: the written or electronic confirmation of the Order by MAXIMIZD .

Procuration: the document in which MAXIMIZD has formulated the Media Placements to be carried out by the Media operator;

Reservation: the amount that MAXIMIZD reserves on the basis of the risk profile drawn up by it for the Client in question for the unexpected realization of payment and other ( pre-financing ) risks in connection with obligations that MAXIMIZD enters into third parties in its own name but on behalf of the Client. .

Media Operator Standard Rates: the standard Media Placement rates applied by a Media Operator from time to time, as evidenced by the Rate Cards used from time to time by the Media Operator;

 

2 Applicability

2.1 These terms and conditions apply to all requests for a quotation from MAXIMIZD , all offers from MAXIMIZD and all Assignments to MAXIMIZD and also to all future Assignments resulting therefrom or thereafter as well as to all other legal relationships that affect MAXIMIZD .

 

2.2 These conditions apply exclusively. Any rejection of these conditions can only be made explicitly in writing and is rejected in advance by MAXIMIZD . MAXIMIZD rejects any offer to apply general terms and conditions used by the Client in advance, even if MAXIMIZD does not make this rejection separately or explicitly.

 

2.3 If in an Order Confirmation, a partial or a framework agreement reference is made to these General Terms and Conditions, the provisions of the Order Confirmation, the partial or a framework agreement conflict with the provisions of these General Terms and Conditions.

 

3 Offers, formation and content of the Assignment

3.1 An offer or quotation is not binding on MAXIMIZD and only serves as an invitation to provide an Assignment by the Client.

 

3.2 An Assignment is established because MAXIMIZD has accepted it either in writing or by email, or the Client has accepted an Assignment Confirmation, or MAXIMIZD actually executes an Assignment without the Client having protested against it. The rates stated in a mutually accepted Order Confirmation are binding, on the understanding that the amounts to be charged that do not deviate more than 10% (in words: ten percent) from the amounts stated in the Order Confirmation are deemed to be by the Client. accepted.

 

3.3 MAXIMIZD has the right to draw up a risk profile of the Client to make an estimate of the financial risks associated with the execution of the Assignment for MAXIMIZD . The risk profile will be periodically reviewed. MAXIMIZD is authorized to request information from the Client and third parties for this purpose. The Client is obliged to provide these data to MAXIMIZD upon request . If the Client is not prepared to provide MAXIMIZD with the information required to draw up the risk profile, MAXIMIZD is entitled - at its option - not to accept the Assignment, or at least terminate it without compensation of any damage to be held to the Client, or to impose additional conditions (such as advance payment and / or security) on the Client.

 

3.4 An Assignment always applies for an indefinite period of time, unless explicitly agreed otherwise in writing. An Assignment that has been tacitly continued after expiry has been deemed to have been continued for an indefinite period. These principles do not alter the fact: the actual billing in periods or the actual execution of assignments in parts. The Media Placements and / or periods included in Procurations never qualify as an Assignment for a definite period, but only reflect the actual execution of a part of the Assignment. The budget provided to Client by MAXIMIZD in the context of an Assignment only applies to the activities stated in the budget and / or for the period stated in the budget.

 

3.5 MAXIMIZD and the Client will record in the Order Confirmation which MAXIMIZD Services are covered by the Order. The Order Confirmation is always deemed to be complete and clear. Services other than those referred to therein or more far-reaching obligations than shown in the Order Confirmation are never covered by the Order by practical action or by being silent.

 

3.6 Any deviation, addition or extension of the Assignment must be explicitly agreed in writing in advance, otherwise it is not binding. This can also be done by e-mail, provided that an authorized signatory of MAXIMIZD has given prior approval. It is the responsibility of the Client to monitor this and to check the Procuration before the Client signs it for approval. If it concerns a total or partial cancellation of a Media Placement made under the Assignment, this cancellation is only permitted if and insofar as the Media operator allows this and under the conditions set by the Media operator. Costs associated with changes and any additional costs may always be charged by MAXIMIZD to the Client and the Client undertakes to pay those (additional) costs to MAXIMIZD upon first request .

 

3.7 The Client guarantees that the persons who actually communicate with MAXIMIZD on its behalf have a mandate to make binding agreements with MAXIMIZD . The Client guarantees that the communication to MAXIMIZD is always timely, complete and correct. The Client further guarantees that all supplies, such as, but not limited to, advertising materials and broadcasting instructions, for the performance of the Services will be delivered by MAXIMIZD in a timely, complete and correct manner and that the Client is the rightful owner of those supplies and that they do not infringe the rights of third parties.

 

3.8 Furthermore, the Client does not guarantee to have direct contact with Media operators or third parties about the Services that form part of the Assignment. If the Client nevertheless comes into direct contact and, for example, makes agreements with Media operators, this does not affect the fact that the Client cannot pass these agreements or the financial consequences thereof to MAXIMIZD in a disadvantageous manner and that the Client is always exclusively obliged towards MAXIMIZD. fulfill obligations regarding the Assignment. The Client guarantees that he will reimburse MAXIMIZD on first request for all financial consequences of violating this provision (such as, for example, increased costs of the Media Placement purchased or fees and commissions lost by MAXIMIZD ) .

 

3.9 MAXIMIZD only has a best efforts obligation and will execute the Assignment as a good contractor. Guarantees of any result of the Services for the Client must be explicitly agreed as such in writing and are stated in the Order Confirmation. Otherwise they do not apply. Therefore, they cannot be accepted by the Client as standard under the Assignment.

 

3.10 Definitions such as 'number of grp's ', 'number of spots', 'number of seconds of transmission time', etc. and indications of quality or quantity are always target values ​​that are not guaranteed by default, unless explicitly agreed otherwise in writing and with the Client a separate rate for this. and budget has been agreed in order to be able to implement the guaranteed value.

 

3.11 Expressions in texts of e-mails, during presentations or (by telephone) and the like, are never part of the Assignment and only bind MAXIMIZD if they have been laid down in an Assignment Confirmation that MAXIMIZD and the Client have signed for approval.

 

3.12 MAXIMIZD is always entitled to cancel the Assignment without giving any reason up to one week after receipt of the content of the material for the Media Placement to be realized by MAXIMIZD , in which case MAXIMIZD will only refund any prepaid by the Client after deduction of reasonable costs for the efforts made by MAXIMIZD .

 

3.13 Each Assignment is always deemed to have been given only to MAXIMIZD , and not to any other (auxiliary) person working for it, unless MAXIMIZD within its group of companies may decide to do so itself. MAXIMIZD may engage third parties at its own initiative in the execution of the Assignment. MAXIMIZD is at all times entitled to negotiate, contract and, if necessary, settle with Media operators for the benefit of the Client in the context of the performance of Services under the Assignment, whereby MAXIMIZD always has a full mandate to do so in its own discretion and experience. . Unless explicitly agreed otherwise in writing.

 

3.14 MAXIMIZD will execute an Assignment on the basis of the circumstances applicable at the time of entering into it and, insofar as dependent on the performance of third parties, on the basis of the data provided by those third parties to MAXIMIZD . Unless otherwise agreed, MAXIMIZD will only be obliged to commence work after obtaining a Purchase Order number from the Client.

 

3.15 MAXIMIZD is never responsible for the communication of or services by its suppliers, such as Media operators or other third parties. Such communication and services by third parties do not fall under the Services for which MAXIMIZD can be addressed within the Assignment and count as force majeure within a relationship with the Client for MAXIMIZD .

 

3.16 The assignment is not a mediation agreement. Furthermore, the operation of art. 7: 402 paragraph 2, 403-405, 407 paragraph 2, 408 paragraph 1 and 2, 409-411, 415-424 of the Civil Code excluded.

 

4 Prices

4.1 All prices of MAXIMIZD - which also includes: rates - are expressed in euros and exclusive of turnover tax. Unless expressly agreed otherwise, all levies or taxes or additional costs (shipping and transport costs, postage costs) relating to the Services will be charged to the Client. For urgent orders, a surcharge of at least 25% of the normally applicable hourly rate applies. Travel and consultation time will be charged to the Client at the regular rates, increased urgently by the aforementioned percentage.

 

4.2 If MAXIMIZD charges a Reservation to the Client, the Client is obliged to pay that Reservation to MAXIMIZD . MAXIMIZD has the right to set off costs with which it is confronted or damage it suffers if any risk to which the Reservation applies is realized with the Reservation. Under no circumstances is MAXIMIZD obliged to repay and / or credit (any part of) the Reservation and / or any part of the prices charged by MAXIMIZD to the Client and / or the fee to which MAXIMIZD is entitled, including (and in particular ) not when none of the risks arise.

 

4.3 If the Client is not prepared to provide MAXIMIZD with the information required to draw up the risk profile in connection with the Reservation and / or if the Client is not prepared to pay the Reservation to MAXIMIZD , MAXIMIZD's first request that all budgeted external costs in connection with the Assignment, plus at least 15% due to non-budgeted costs, be paid to MAXIMIZD in advance . MAXIMIZD will then be authorized to set off against the advance all external costs, additional costs due to changes that may be required by the Client and costs of additional work to be carried out by MAXIMIZD . The foregoing is without prejudice to the Client's obligation to fully reimburse MAXIMIZD for said costs if the costs exceed the amount of the advance. The unused portion of the advance will be refunded or reserved by MAXIMIZD after the Assignment has ended. The advance is not interest-bearing.

 

4.4 Any change in the factors affecting the price of MAXIMIZD , including third party prices (such as Media operators or suppliers), fees (such as commissions) by those third parties to MAXIMIZD , exchange rates, insurance rates, circumstances that lead to a MAXIMIZD can immediately pass on to the Client a change in the risk profile and other levies or taxes drawn up by the Client's MAXIMIZD . MAXIMIZD is also entitled to make a correction (such as inflation correction or rate changes) in the rates applied annually on 1 January. MAXIMIZD may also do this during the year with retroactive effect to January 1 of that year, if the Assignment had already been issued in the previous year.

 

4.5 In case of Media Placements outside the Netherlands, MAXIMIZD will charge a surcharge of at least € 30.00 excluding VAT per Media Placement .

 

4.6 If a Media operator charges a higher price with respect to a Media Placement than previously estimated by MAXIMIZD or the Media Operator, or imposes a fine or additional tax with regard to that Media Placement, this price increase, fine or additional tax will be charged, whether or not imposed due to the non-spending of a minimum Media turnover, at the expense of the Client.

 

4.7 If , in the absence of agreement on the rates applicable to certain Media Placements , MAXIMIZD performs Media Placements for the Client at a provisional rate, MAXIMIZD will not be liable to the Client for any differences between the provisional rate and the final rate that applies to those Media Placements. The Client is obliged to reimburse MAXIMIZD for the final rate for the Media Placements .

 

4.8 If the Client requires more proof numbers than those provided free of charge by the Media operator, MAXIMIZD will request these additional proof numbers from the Media Operator and - if these can be provided by the Media Operator - for a fee from the Client. deliver the associated costs to the Client.

 

4.9 Additional work will be charged at the usual rate, for which the last rate charged is indicative.

 

5 Remuneration

5.1 The Client owes a fee for the provision of Services in accordance with the rates as set by MAXIMIZD from time to time . The rates are exclusive of VAT. MAXIMIZD is always authorized to change these rates.

 

5.2 The Assignment indicates which Services will be provided by MAXIMIZD at what rates . This can also be apparent from the MAXIMIZD rate card .

 

5.3 MAXIMIZD is entitled to a fee. This fee consists of either:

 

  1. compensation based on the hours worked and the applicable hourly rate;
  2. a handling fee;
  3. the financial benefit, whatsoever also (such as 'Handling fee', 'kickback fee', ' avb ', ' bureaucommissie ', et cetera), which is or is paid to MAXIMIZD by Media operators and / or other third parties ;
  4. the reservation provided for in Article 2 of these conditions, if and where there is no cost MAXIMIZD opposite stand
  5. a combination of the items mentioned in a), b), c) and d) above.

 

5.4 MAXIMIZD is always and exclusively entitled to receive and retain all commissions for itself. It is irrelevant whether the commissions can be attributed to or related to the expenditure that the Client has made via MAXIMIZD on Media operators and / or other third parties. This is only an exception if and insofar as it is explicitly apparent from the Assignment that a certain percentage of the commission that MAXIMIZD receives directly for the Media turnover of the Client is due to the Client; This so-called return commission is returned to the Client as a discount on the invoicing of the Media turnover if this has been explicitly agreed.

 

5.5 However, all commissions, discounts, rate reductions and other financial benefits that MAXIMIZD enjoys due to, for example, its reputation, (customer) value for Media operators, the volume of all media placements by MAXIMIZD in any period, etc., always accrue to MAXIMIZD .

 

6 Payment

6.1 Unless stipulated otherwise, the Client has a payment term of 30 days. Invoices can be sent from the day of confirmation of an Assignment or from the day on which the execution of an Assignment commences or on the date of posting. The invoice with which the Client is charged an advance within the meaning of Article 4.3 of these conditions has a payment term equal to the payment term stated on that invoice.

 

6.2 All payments will be made to MAXIMIZD without discount, deduction, suspension or set-off .

 

6.3 If at any time MAXIMIZD has reasonable doubts about the creditworthiness of the Client, or if MAXIMIZD believes that it must incur considerable costs for the execution of the Assignment, MAXIMIZD is always entitled, before performing (further), to demand that the Client advance payment of the amount owed or that it provides adequate security.

 

6.4 By the mere expiry of a payment term, the Client is immediately in default, without any notice of default being required. In that case, all claims of MAXIMIZD on the Client for whatever reason are immediately due and payable.

 

6.5 The Client shall, without further notice of default, owe the statutory commercial interest plus 5%, with a minimum of 15% in total, on all amounts that have not been paid no later than the last day of the payment term. Reminders or overviews of outstanding invoices expressed in principal amounts sent to the Client in the meantime, never imply processing rights in respect of default interest and / or costs - even if invoices have been paid in principal and these no longer appear as such in the reminders or overviews referred to.

 

6.6 If the Client has not paid the amount and interest due after the expiry of a further payment term set by registered letter, the Client is obliged to reimburse MAXIMIZD for all extrajudicial and judicial costs. The extrajudicial costs can be budgeted by MAXIMIZD at any time at 15% of the invoice amount with a minimum of € 750.00 excluding VAT, without prejudice to MAXIMIZD 's right to claim the actual costs if these are higher.

 

6.7 Irrespective of any statement to the contrary, payments are deemed to have been made by the Client on debts in the order: interest, (extra) judicial collection costs, principal owed (the older for the younger).

 

7 Force majeure

7.1 If MAXIMIZD is unable to meet its obligations to the Client due to force majeure (including the failure to provide services by suppliers as defined in Article 3.15 of these conditions), those obligations will be suspended for the duration of the force majeure situation.

 

7.2 If the force majeure situation has lasted 1 month, both parties have the right to dissolve the Assignment in whole or in part by registered letter. In the event of force majeure, the Client is not entitled to any (damage) compensation, even if MAXIMIZD enjoys any benefit as a result of the force majeure. The legal basis for services already performed by MAXIMIZD will remain in place despite the dissolution, even if the Client's payment obligation as a result of the dissolution will not lapse.

 

7.3 Force majeure of MAXIMIZD is understood to mean any circumstance independent of the will of MAXIMIZD , as a result of which the fulfillment of its obligations towards the Client is wholly or partly prevented or as a result of which it can not reasonably be expected of MAXIMIZD to fulfill its obligations , regardless of whether that circumstance was foreseeable at the time of closing the Assignment . These circumstances also include the refusal of, or incorrect, late or different execution of the Media placement by a Media operator, other shortcomings of the Media operator, digital problems such as power failures and virus infections and malfunctions on the internet, and any circumstance independent of the will of MAXIMIZD and the Client that prevents the Services under the agreement or the Media Placement from being provided, in time and / or in full.

 

7.4 Parties will inform each other as soon as possible of a (possible) force majeure situation.

 

8 Liability

8.1 MAXIMIZD 's liability with regard to the performance of an Assignment is limited to a maximum of the invoice amount that has been charged to the Client in respect of that part of that Assignment in which MAXIMIZD has failed attributably with regard to the individual Media Placement .

 

8.2 MAXIMIZD 's liability for events covered by its corporate liability insurance is limited to the amount paid out under that insurance where appropriate. If desired, MAXIMIZD will provide the Client with further information about the policy conditions.

 

8.3 Incidentally, MAXIMIZD 's liability to the Client is excluded, except for intent or gross recklessness on the part of MAXIMIZD .

 

8.4 The Client indemnifies MAXIMIZD against and against all claims from third parties, whatsoever, in connection with (the execution of) an Assignment.

 

8.5 MAXIMIZD is never liable for consequential damage or loss of profit, nor for the damage that the Client or third parties suffer as a result of the misleading, insulting, lewd or otherwise incorrect and / or unlawful nature of the form and content of MAXIMIZD commissioned by Client realized Media Placement. Any costs of rectifying a Media Placement will be fully and fully borne by the Client.

 

8.6 The Client is liable towards MAXIMIZD for costs incurred and to be incurred when changing and / or canceling an Assignment or Media Placement.

 

9 Termination of Assignments

9.1 Orders are always deemed to have been issued for an indefinite period and can only be terminated by the Client or MAXIMIZD by means of written cancellation with due observance of a notice period of 6 months. As long as the Assignment has not yet ended, the cancellation will not affect all existing obligations of the Client, including any agreed volume guarantees.

 

9.2 If the Client does not properly or timely comply with any obligation that may arise from the Assignment for him, the Client is immediately in default and MAXIMIZD is entitled without notice of default or judicial intervention:

 

suspend the execution of the Assignment until sufficient security has been provided with regard to the said obligation, such as payment; and / or

to fully or partially dissolve the Assignment with the Client; this always at the sole discretion of MAXIMIZD and without prejudice to other rights of MAXIMIZD , such as claiming compensation and / or fines, and without MAXIMIZD being obliged to pay any compensation.

9.3 If MAXIMIZD makes use of its power to dissolve as referred to in Article 9.2, MAXIMIZD is authorized to set off any amount to be refunded to the Client with compensation for work already performed and compensation for loss of profit.

 

9.4 In the event of bankruptcy, (provisional) suspension of payment, suspension, liquidation or attachment of one or more assets of the Client or if the Client knows that one of these situations will occur, the Client is obliged to notify MAXIMIZD as soon as possible. to notify.

 

9.5 In the event of a situation as referred to in Article 9.4 - which always counts as a shortcoming attributable to the Client - all current Assignments with the Client will be dissolved by operation of law as of the date on which that situation arises, unless MAXIMIZD notifies the Client within a reasonable time. to wish to fulfill (part of) the relevant Assignment. In the latter case, MAXIMIZD is entitled without notice of default:

 

suspend the performance of the relevant Assignment until payment is sufficiently secured; and / or

to suspend all its possible payment obligations towards the Client; always at the sole discretion of MAXIMIZD and without prejudice to other rights of MAXIMIZD and without MAXIMIZD being obliged to pay any compensation or refund the amounts received from the Client.

9.6 In the event of a situation as referred to in Article 9.4, all claims of MAXIMIZD on the Client are immediately due and payable in full as of the date on which the situation stated therein arose.

 

10 Intellectual property rights

10.1 All intellectual or industrial property rights in Materials rest exclusively with MAXIMIZD and / or, if applicable, with its suppliers, regardless of the data carriers on which they are recorded. The Client only obtains the rights of use and powers that are expressly granted under these conditions or otherwise. The Client will not change, reproduce or make copies or withhold copies made of the Materials without MAXIMIZD's prior written permission .

 

MAXIMIZD is authorized, when the Client uses the Materials, to charge the Client a fee for the use, which is equal to 1.5% (in words: one and a half percent) of the total fee as described in article 5.3 for the Assignment that led to the production of the relevant Material per year or part thereof.

 

10.2 Client is aware that the Materials may contain confidential information and trade secrets of MAXIMIZD and / or its suppliers. The Client undertakes to keep this confidential information and trade secrets secret, not to disclose them to third parties or to use them and to use the Materials only for the purpose for which they were made available to the Client in the context of the Assignment. Third parties within the meaning of this paragraph also include all persons working in the Client's organization who do not necessarily have to use the Materials.

 

11 Other rights and obligations

11.1 MAXIMIZD is permitted to transfer the rights and obligations it has under an Assignment towards the Client to a third party to be chosen by it.

 

11.2 The Client is not authorized to set off a claim against MAXIMIZD (of any kind) without prior written permission from MAXIMIZD or to pledge or transfer such a claim to a third party or to encumber the claim in favor of a third party, nor to invoke a claim to suspend all or part of payment obligations towards MAXIMIZD . This provision has both contract law and property law effect.

 

11.3 In the event of bankruptcy or insolvency of MAXIMIZD , all amounts offered by it to the Client under the Assignment are immediately due and payable. These will then be deemed to withhold compensation for the purchasing efforts and / or media reservations made or to be carried out by MAXIMIZD and / or the pre-financing obtained by or for the benefit of MAXIMIZD by third parties. This applies without prejudice if the Media operator has not or not fully broadcast the Media Placement and / or has placed it in the Media concerned. MAXIMIZD will in no way owe compensation to the Client in this respect.

 

12 Expiry

12.1 All claims, claims and other powers of the Client against MAXIMIZD , whether due to a shortcoming in the performance of an Assignment by MAXIMIZD , or due to an unlawful act by MAXIMIZD , or on any other ground, lapse as soon as a period of one year has passed after the day on which the Client became known or could reasonably have been aware of the existence of those rights, entitlements and powers.

 

12.2 The expiry period referred to in Article 12.1 also applies from the time of the conclusion of any agreement to which these Conditions apply to all claims, claims and other powers of the Client against MAXIMIZD , of which the Client is known or reasonably knew at that time. can be.

 

13 Exclusivity

During the term of the Assignment, the Client is not entitled, without MAXIMIZD's prior written permission, to have services other than MAXIMIZD provide services that are equal to or correspond to the Services to be performed by MAXIMIZD for the Client, or these themselves. to perform. The Client forfeits in favor of MAXIMIZD in the event of a violation an immediately due and payable fine that cannot be set off, in the amount of € 20,000.00 per violation and in addition of € 2,500.00 excluding VAT per day or part of a day that the violation continues, without prejudice to the right of MAXIMIZD to also claim full compensation in this respect.

 

14 Applicable law, competent court

14.1 These terms and conditions, as well as all Assignments and disputes relating to them and / or ensuing therefrom, are exclusively governed by Dutch law.

 

14.2 All disputes will be subject to the judgment of the competent court in Amsterdam, unless the Law provides otherwise.

 

15 Quadrilateral clause and conversion

15.1 The Assignment, together with these terms and conditions, is deemed to accurately represent the full content of the agreements existing between the parties and replaces any agreements previously made between the parties, unless MAXIMIZD and the Client have explicitly agreed otherwise in writing.

 

15.2 If and insofar as no provision of these general terms and conditions can be invoked on the basis of the Law, the relevant provision in terms of content and intent will in any case have a corresponding meaning as far as possible that the provision in question is rightly appeal can be made, this as much as possible with the maintenance of the other conditions.

 

16 Amendments to these conditions

These terms and conditions can be changed from time to time by some notification from MAXIMIZD to the Client. MAXIMIZD will post the amended conditions on the websites of its companies. In the absence of written protest by the Client within two weeks after notification by MAXIMIZD , the amended general terms and conditions apply immediately from the day of notification and apply to Assignments that are already in progress.

 

II SPECIFIC PROVISIONS ON PROGRAM DEVELOPMENT

 

The provisions included in this chapter apply in addition to the general provisions (Chapter I) if and insofar as MAXIMIZD for the Client software (computer programs with accompanying documentation and materials that MAXIMIZD has developed on behalf of the Client or for which MAXIMIZD has granted the Client a right of use or grants, hereinafter “Software”) or licenses Client to standard software. The specific provisions take precedence over the general provisions.

 

17 Nature of the development work and right of use

17.1 Unless a functional description and a deadline have been explicitly agreed between MAXIMIZD and Client, MAXIMIZD will carry out the development work on the basis of the available budget and the objectives agreed per development phase (“Sprint”).

 

If an acceptance test has been agreed, the test period is 14 days after delivery of the Software. If it has been agreed that MAXIMIZD is responsible for the installation of the Software, the test period will commence after MAXIMIZD has completed the installation and as such has notified the Client. If during the execution of the agreed acceptance test it appears that the Software does not meet the specifications agreed between the parties, Client will inform MAXIMIZD of this no later than on the last day of the test period by means of a written and detailed test report. MAXIMIZD will endeavor to repair any defects that come to light during the test period (which only means deviations from the agreed specifications) as soon as possible. If no acceptance test has been agreed, the Software will be deemed accepted at and at the time of delivery by MAXIMIZD .

 

17.2 After completion of the development work and making the Software available to the Client, MAXIMIZD will provide the Client with an exclusive right of use of the Software. The right of use is not transferable. Unless otherwise agreed in writing, the right of use will commence when the Client has fully fulfilled its payment obligations towards MAXIMIZD due to the development work. The Client may only use the Software within its own company in the exercise and support of the normal business for a certain number or type of users or connections for which the user right has been granted.

 

17.3 The Client may not make the Software or parts thereof public, nor copy or otherwise reproduce or change it, except insofar as this is necessary for the use of the Software that has been agreed in writing between the parties.

 

17.4 Except insofar as permitted by law, the Client is not entitled to decompile the Software , reproduce the code or otherwise reverse engineer the code or change the (code of the) Software. If and insofar as MAXIMIZD has taken technical measures to protect the Software, the Client is not permitted to circumvent or remove those measures.

 

17.5 Upon termination of the right of use, the Client will immediately cease and discontinue the use of the Software, remove the Software from its systems as much as necessary and return copies of the Software to MAXIMIZD or destroy them at its request, providing proof to MAXIMIZD of this destruction.

 

17.6 MAXIMIZD does not guarantee that the Software will always function without interruption, that it will be free from errors, that all errors will be repaired and that the Software will be suitable for the Client's objectives regarding the Software and its application. A guarantee to this effect is only valid if it has been expressly agreed in writing.

 

III SPECIFIC PROVISIONS ON HOSTING

The provisions included in this chapter apply in addition to the general provisions (chapter I) if and insofar as MAXIMIZD provides Client hosting services. The specific provisions take precedence over the general provisions.

 

18 Hosting services

18.1 Hosting services exist if MAXIMIZD stores data (including personal data) for Client and makes it accessible to Client via the internet. MAXIMIZD will endeavor to ensure that access to its hosting services runs as smoothly as possible. MAXIMIZD will regularly check and maintain its equipment and systems, so that the hosting services can be provided as fault-free as possible. MAXIMIZD does not guarantee that its systems will function uninterruptedly, are available or that they are always accessible.

 

18.2 If and insofar as MAXIMIZD deems this necessary, MAXIMIZD will be free to suspend access to the hosting services, make its systems inaccessible and / or decommission if necessary for maintenance, implementation of improvements or to guarantee the security of the hosting services as much as possible.

 

18.3 MAXIMIZD is not obliged to make backups of all data stored by the Client on the systems of MAXIMIZD . Client is obliged to take care of making backups at the frequency deemed suitable by Client. Liability MAXIMIZD for damages resulting from the loss of data is excluded.

 

IV SPECIFIC PROVISIONS ON POSTING

The provisions included in this chapter apply in addition to the general provisions (chapter I) if and insofar as salaried persons at MAXIMIZD perform work for, under and under the direction and supervision of the Client.

 

19 Client's obligation to provide information

19.1 Client is obliged to fully inform MAXIMIZD about all relevant employment conditions that Client uses with regard to comparable positions as the position for which the MAXIMIZD employee is seconded to Client, so that MAXIMIZD can ensure that the MAXIMIZD employee for the work at least at the Client is at least equal is rewarded.

 

19.2 If and insofar as Client falls short of this obligation to provide information, Client will indemnify MAXIMIZD on first request against all claims and / or claims of the MAXIMIZD employees and / or the tax authorities and / or the UWV, including all costs (including for legal assistance) which MAXIMIZD will have to take in that case.

 

19.3 The Client is obliged to provide proof of professional or accident liability insurance taken out by the Client before the MAXIMIZD employee commences his / her work at the Client and to maintain this insurance during the work of the MAXIMIZD employee and to always pay the premiums owed promptly. comply.

 

19.4 MAXIMIZD incurs costs in the context of its services and the deployment of personnel . This could include recruitment costs, costs related to training (s) and comparable or related costs and the profit mark-up required for a healthy company. For this reason , the Client owes MAXIMIZD a fee if the Client enters into an employment contract or otherwise directly or indirectly, in the interim or within 6 months after the employee (s) of MAXIMIZD has been made available to the Client with the relevant employee (s). then not to have work and / or activities carried out for a fee on behalf of the Client or for the benefit of companies that cooperate with the Client in a group context (= Event). This in the broadest sense of the word.

 

19.5 The compensation referred to on the basis of the previous paragraph (article 19.4) of this article is € 5,000.00 per Event (and applicable per employee) and of € 100.00 for each day that the Event continues, without prejudice to MAXIMIZD 's right to claim full compensation if this is higher in a specific case.

 

19.6 Without prejudice to what is included in Article 19.4 and Article 19.5, the Client owes MAXIMIZD a fee (hereinafter referred to as: Fee) if a (prospective) employee is introduced as a candidate to Client by MAXIMIZD in any way and within a period of up to and with 6 months after that Client has entered into a direct employment contract with the (prospective) employee offered by MAXIMIZD , or has work performed (via third parties), without Client and MAXIMIZD having come to a comparison regarding the hourly rate and without of the provision of the (prospective) employee by MAXIMIZD to the Client. The Fee payable by Client to MAXIMIZD immediately and immediately, without summons or notice of default, is € 30,000.00 excluding VAT, without prejudice to MAXIMIZD 's right to claim full compensation.