General Delivery Terms
In these General Terms and Conditions, the following terms (to the extent that they are capitalized in these General Terms and Conditions) shall have the following meanings:
- Advertiser: the natural or legal person who places an Order with Blue Pixl Media bv either directly or through the mediation of a Media Agency;
- Advertisement: the advertising statement or message on behalf of an Advertiser;
- Advertising Contract: any agreement between Blue Pixl Media bv and Advertiser or Media Agency, entered into regarding the provision of Services;
- Advertising Materials: materials used to compose an Advertisement;
- Advertorial: advertising statement or message of an editorial and commercial nature;
- General Terms and Conditions: these 2014 Terms and Conditions of Delivery;
- Services: the services to be provided by Blue Pixl Media bv to Advertiser on the basis of the Order. The Services in any case include: the reproduction and/or publication of an Advertisement or other promotional expression in a magazine, on a Website or through any other medium of Blue Pixl Media bv, or any medium in which Blue Pixl Media bv is entitled to provide the Services in question through that medium, including placing links to other websites or other medium on a Website, developing sponsor and advertising campaigns, generating visits to certain websites or other medium through a Website, a magazine or other medium, sponsoring events organized by Blue Pixl Media bv;
- Digital Services: the services to be provided by Blue Pixl Media bv online, including in any case offering advertising space on a Website or on the 3rd Party Network, placing links to websites or another medium on a Website, offering the possibility of sponsorship of or participation in (part of) a Website, developing sponsorship and advertising campaigns, generating visits to certain websites or other medium through a Website;
- Reinstatement: any subsequent provision of a Service in respect of the same Advertisement;
- Submission Date: latest date by which Blue Pixl Media bv will accept print ready material from Advertiser for a specific ad placement;
- Media Office: the natural or legal person who, by virtue of a mandate or power of attorney from an Advertiser, concludes an Advertising Contract with Blue Pixl Media bv and, as such, accepts the applicability of these General Terms and Conditions also for itself;
- Assignment: the order for the provision of Services;
- Client: Advertiser and, if the Order is placed through mediation by a Media Agency, the Media Agency;
- Option: confirmed intention of the Advertiser to purchase Services;
- Parties: Client and Blue Pixl Media bv together;
- Placement Fee: the net fee owed by the Client, after deduction of discounts, for the Services provided excluding production costs;
- Closing Date: latest date on which Blue Pixl Media bv still accepts Orders from Advertiser for specific Services to be provided;
- Website: a website, mobile website, application, white label version of a (mobile) website or application or other digital medium that Blue Pixl Media bv owns and/or operates;
- 3rd Party Network: the websites of third parties that are connected to the advertising network of Blue Pixl Media bv, on the basis of which Blue Pixl Media bv can offer Services through the websites of these third parties.
- These terms and conditions apply to all Advertising Contracts between Blue Pixl Media bv and Client, the manner of their creation and execution. These Terms and Conditions therefore form an integral part of the Advertising Contract between Blue Pixl Media bv and Client.
- Blue Pixl Media bv has the right to change these General Terms and Conditions unilaterally. Client will be notified in writing in advance of any substantial changes to the Terms and Conditions. The changes to the Terms and Conditions apply to already existing Advertising Contracts. With the giving of new Assignments (including Reassignments) by the Client after changes to the General Terms and Conditions, the Client shall be deemed to have accepted these changes.
- Deviation from these General Terms and Conditions is only possible by written agreement between Blue Pixl Media bv and Client.
- Blue Pixl Media bv explicitly rejects the application of any (general) terms and conditions used by the Client.
- In the event of a conflict between the provisions of these Terms and Conditions, the Advertising Contract and/or other terms and conditions referred to in these Terms and Conditions, the following order of precedence shall apply between them. The Advertising Contract prevails over the Terms and Conditions, which in turn prevail over any other terms and conditions declared applicable.
3 OFFER AND REALIZATION
- The Advertising Contract is concluded through written acceptance by the Client of a written offer provided by Blue Pixl Media bv.
- Each Advertising Contract is entered into under the suspensive condition of acceptance of the Advertiser by Blue Pixl Media bv.
- Blue Pixl Media bv may, at the request of the Client, provide a written quotation for the provision of Services. The quote is valid for the time period specified in the quote. If the quotation does not specify a time period, the quotation will be valid for fourteen (14) days.
- Statements by Blue Pixl Media bv in a magazine, on a Website or otherwise regarding the Services shall be deemed to be an offer without obligation, and are subject to change and availability of the Services.
- Blue Pixl Media bv may, at the request of the Client, grant an Option on the provision of a Service. Blue Pixl Media bv is entitled to cancel granted Options at any time without giving reasons. In addition, to the extent the Option relates to the provision of Services other than Digital Services, Options granted and not exercised by the Customer shall expire no later than 30 days prior to the Closing Date. With respect to Digital Services, the Option shall expire at least 30 days prior to the intended start date of the campaign to which the Option relates.
- Client shall be entitled to exceed the contracted advertising space, in which case the rate conditions most recently in effect shall apply with respect to the excess.
- If at any time during the term of the Advertising Contract the Client wishes to extend the Services, the Client may request Blue Pixl Media bv in writing to extend the agreed Services. The rate applicable to the extension shall be the rate charged by Blue Pixl Media bv at the time the extension agreement is entered into. The tariff will take effect only on the sixteenth day of the calendar month in which the extension agreement was concluded if it was concluded during the period from the first to the fifteenth day of that month, and on the first day of the following month in other cases.
- The ability to purchase Services other than Digital Services related to special positions in a magazine is limited and may vary by magazine title and issue. Also in connection with this, Blue Pixl Media bv expressly reserves all rights to accept Assignments on special positions as mentioned on the rate cards. Other wishes of the Client will be taken into account, if possible; however, such a wish can never be accepted as a condition for an Assignment. Services other than Digital Services, whereby special colors, such as gold and silver, among others, are incorporated into the Advertisement, are possible only upon request and exceptionally. Separate rates apply for special colors.
4 REGULATIONS FOR DELIVERY
- If Client does not deliver to Blue Pixl Media bv on time, properly reproducible, incomplete Advertisement Material and/or material unsuitable for the reproduction method of the medium concerned, Blue Pixl Media bv has the right to charge Client for the extra costs caused by this.
- Insofar as the Order relates to the provision of Services other than Digital Services, the Advertising Material must be in the possession of Blue Pixl Media bv before the Submission Date of (the edition of) the magazine concerned, as determined by Blue Pixl Media bv. Blue Pixl Media bv reserves the right not to process and/or place any Advertisement Material that comes into the possession of Blue Pixl Media bv after the Submission Date, without prejudice to its right to compensation for the Placement Costs and any production costs incurred, or its right to charge additional costs if it is possible to place.
- With respect to the delivery of Digital Services, the delivery specifications as agreed upon shall apply. In any case, unless other regulations are included in the above-mentioned delivery specifications with regard to the specific form of advertisement, the Client must ensure that:
- It must be clear to the public that this is an Advertisement;
- The Advertising Material complies with the regulations regarding file formats, dimensions and sizes as mentioned in the delivery specifications referred to above;
- If a URL is attached to the Advertisement, it is a working URL;
- The Advertisement Material matches the look and feel of the Website on which the Advertisement is to be placed;
- Blue Pixl Media bv approves the Advertisement in advance. Client should therefore ensure that a preview of the Advertisement Material is submitted to Blue Pixl Media bv for review at least 7 working days before the start of the campaign;
- The (approved final) Advertising Material must be in the possession of Blue Pixl Media bv no later than 5 working days before the start of the campaign. If the Advertisement Material is not in Blue Pixl Media bv’s possession on time, all liability of Blue Pixl Media bv for the correct performance of the agreed Services will lapse;
- Sound in Ads is allowed only after mouse click;
- Advertising material should be submitted by e-mail (unless otherwise indicated, via email@example.com) as a digital file prepared in accordance with the submission specifications listed above, indicating the order code.
- Blue Pixl Media bv will take the usual care with the material made available by the Client. Blue Pixl Media bv accepts no liability for damage resulting from the use or transmission of this material, except in the case of gross fault or negligence.
- Blue Pixl Media bv will keep the Advertisement Material on behalf of Services in the archive for up to one year from the publication date. If the material is delivered on CD/DVD, only the file and not the original data carrier containing the file itself will be archived. However, Blue Pixl Media bv is not liable for loss or damage of the Advertisement Material.
5 REJECTION / SUSPENSION
- Blue Pixl Media bv is at all times entitled to refuse to deliver the Services in the event of technical objections, disapproval of the content, nature, tenor or form of the Advertisements as well as for reasons of principle in connection with the magazine and/or the Website in which the Advertisements would be placed or other serious reasons on the part of Blue Pixl Media bv.
- Blue Pixl Media bv also reserves the right to refuse to provide the agreed-upon Services if the Advertisement does not meet the conditions set out in these General Terms and Conditions and/or the Advertising Contract and/or the Order, including conflict with the laws and regulations (Article 6) and the failure of Blue Pixl Media bv to receive the Advertisement Material on time (Article 4). Refusal to supply the Services on the above grounds (clause 5.1 and this clause 5.2) shall not affect the Client’s obligation to pay for the agreed Services (Placement Costs and any production costs incurred).
- In the event that the Client does not, does not timely or does not adequately comply with one or more of the conditions stated in these Terms of Delivery or agreed with Blue Pixl Media bv, Blue Pixl Media bv is entitled – without prejudice to its right to compensation or performance, at its discretion – to suspend the performance of the Services for as long as this failure to comply with the obligations continues, or to fully or partially terminate the Advertising Contract without being obliged to pay any compensation.
6 GUARANTEE / INDEMNIFICATION BY CLIENT
- The Client warrants that the Advertisements submitted to Blue Pixl Media bv as well as the content of the (mobile) websites or other medium to which the material refers, comply with laws and regulations.
- Blue Pixl Media bv has the right to refuse the Services (including placement of the Advertisement(s)) that do not comply with the aforementioned laws and regulations, Client will in that case remain liable to Blue Pixl Media bv to pay for the contracted Advertising Space. The Client also warrants that the material supplied does not contain or may contain viruses or similar software programs, whether or not added by a third party without the Client’s knowledge, that could damage the operation of the services offered by Blue Pixl Media bv, the Internet or the computers and/or software of third parties.
- The Client shall indemnify Blue Pixl Media bv, as well as third parties working for it, against all damages and/or claims of third parties related to or arising from:
- The use of the Services by the Client/Advertiser; and
- The actions and/or omissions of the Client/Advertiser in violation of the provisions of the Advertising Contract and these Terms and Conditions.
- In addition, the Client shall indemnify Blue Pixl Media bv and third parties working for it in the above cases for costs, damages and interest arising as a result. This indemnification and compensation shall apply, inter alia, to any claims by third parties in connection with infringements or alleged infringements of the copyright of such third parties, including the European Central Bank with respect to banknotes.
- If Client acts on behalf of an Advertiser or other representative, Client warrants to Blue Pixl Media bv the fulfillment of the obligations as laid down in the Advertising Contract and these Terms and Conditions by such Advertiser or representative.
7 EXECUTION OF ORDER
Obligations Blue Pixl Media bv (points 1 to 9).
Obligations of the Client (items 10 through 14).
- Blue Pixl Media bv will provide the Services subject to the provisions of the Order. Blue Pixl Media bv undertakes to carry out the agreements in the Assignment to the best of its ability.
- Blue Pixl Media bv reserves the right to suspend the delivery of Services to the Client, in whole or in part, in the event that the Client is accountably in breach of any obligation under the Advertising Contract, including breach of the obligations set out in this Article 7 of these Terms and Conditions. Blue Pixl Media bv is entitled to charge the Client for costs it has to incur in connection with the suspension of the delivery of its Services.
- If an Order for the provision of Services other than Digital Services is received by Blue Pixl Media bv after the Closing Date, Blue Pixl Media bv reserves the right to refuse such Order. Nevertheless, Blue Pixl Media bv shall make every effort to carry out the Order, without however being liable in the event that it should fail to do so.
- Blue Pixl Media bv strives for the best possible reproduction of the submitted material, but cannot guarantee an exact reproduction when providing Services other than Digital Services. Client must take into account the possibility of printing and color variations. Blue Pixl Media bv assumes the digital file.
- Blue Pixl Media bv is entitled to move Services not being Digital Services reserved for a particular edition of a magazine to a subsequent edition of that magazine.
- Any complaints regarding Services supplied by Blue Pixl Media bv other than Digital Services regarding, among other things, the method of reproduction of the Advertisement Material, placement of the Advertisement and/or color quality must be brought to the attention of Blue Pixl Media bv in writing within 21 calendar days of the publication date of the magazine in question, or the first showing online. With respect to Digital Services, any complaints must be made in writing to Blue Pixl Media bv within 7 days of the start of a campaign. In case the relevant campaign has a duration of less than 7 days, complaints regarding Digital Services must be made within the campaign period. For Services in which the Advertisement Material is made available to Blue Pixl Media bv after the Delivery Date (or not within the delivery period set for Digital Services), if the agreed Services can still be provided, claims about the method of reproduction and/or color quality by Blue Pixl Media bv are hereby expressly excluded.
- The Digital Services are offered and provided by Blue Pixl Media bv without any guarantee for (uninterrupted) availability, safety, suitability, absence of viruses, soundness or otherwise.
- The agreed start date of the Digital Services is a target date. Blue Pixl Media bv reserves the right, based on unforeseen (not attributable to Blue Pixl Media bv) circumstances, to postpone the delivery of the Services (Article 12.1). In the event that the start date is postponed by Blue Pixl Media bv, the only compensation for the Client shall consist of Blue Pixl Media bv still providing the Services for a period equal to the agreed period or providing substitute Services to the Client, such in good consultation between the Client and Blue Pixl Media bv.
- Services based on bonus agreements must be realized in consultation with and after approval of Blue Pixl Media bv within the calendar year to which those bonus agreements relate.
- Advertiser will purchase the Services subject to the provisions of the Advertising Contract. The Client is not permitted to use Services contrary to the provisions of the Advertising Contract, the General Terms and Conditions, relevant and applicable legal provisions, and the care that is customary in society.
- Among other things, Client is not permitted to use the Services for:
- The use of the Services by the Client/Advertiser; and
- The actions and/or omissions of the Client/Advertiser in violation of the provisions of the Advertising Contract and these Terms and Conditions.
- Nuisance approaching, threatening or otherwise harassing persons;
- Sending large volumes of e-mail messages (including spam) to third parties, whether for commercial purposes or not;
- Sending e-mail messages or uploading files that contain viruses or similar software programs that may harm the operation of the services offered by Blue Pixl Media bv, the Internet or the computers and/or software of third parties;
- Assuming a false identity;
- Restricting third parties from using the services offered by Blue Pixl Media bv and/or the Internet.
- The Client is responsible for having and keeping available any software, hardware (including peripherals) and/or (Internet) connections necessary to be able to use the Services.
- To the extent that the Services involve the placement of material supplied by Client, Client warrants that the necessary material will be provided in a timely and accurate manner in the manner designated in the Advertising Contract and these Terms and Conditions.
- The Client is obliged to check the delivery of the Digital Services by Blue Pixl Media bv at the start of the provision of the Digital Services and continuously thereafter and to report any deficiencies immediately in writing to Blue Pixl Media bv, failing which the Client shall be deemed to have accepted the Services without reservation. If the Client reports a defect in the Services to Blue Pixl Media bv, Blue Pixl Media bv will make every effort to remedy the defect as soon as possible.
- Each Order shall be subject to the rates charged by Blue Pixl Media bv at the time or during the period of provision of Services in respect of the Services. In addition, Blue Pixl Media bv may use forms of advertising in which no standard rates apply, but a price to be determined on a case-by-case basis.
- With respect to the Services not being Digital Services, the Advertising rates are published by Blue Pixl Media bv by means of rate cards. Other rates (including Digital Services) can be found on the website. Upon request, these publications will be sent free of charge to Advertisers and other Clients. To do so, please call +32 14 46 23 00.
- Blue Pixl Media bv reserves the right to revise the rates. Unless expressly agreed otherwise, such rate adjustment shall also apply to the Order(s) agreed with the Client on Services not yet delivered. In the event of a change in rates, the Client shall have the right to terminate the Order with respect to the part of the Services not yet delivered.
9 COMPENSATION AND PAYMENT
- The Client shall pay for the Services provided by Blue Pixl Media bv the fee specified in the Advertising Contract, in the manner designated in the Advertising Contract. Payment for the Services shall be made in advance, unless the Parties have expressly agreed otherwise. Blue Pixl Media bv may stipulate that it has the right to charge advance payments. All fees stated in the Advertising Contract / Order are exclusive of VAT and other government taxes.
- Blue Pixl Media bv will invoice the Client for the fees owed by the Client. Invoices will be sent digitally or in print. For this purpose, Client shall provide Blue Pixl Media bv with the e-mail address to which the invoices can be sent. With receipt of the invoice by e-mail, the right to a ‘paper invoice’ lapses. The Client shall pay invoices within fourteen (14) days of the invoice date. If the Client has not paid the invoices within fourteen (14) days of the invoice date, the Client shall automatically be in default, without notice of default being required. However, Blue Pixl Media bv will always send Client a payment reminder in which Client is given an additional reasonable period to still meet its payment obligation.
- If payment by the Client of the fee is made by direct debit, then the Client has the option of reversing (or having reversed) amounts wrongfully collected by Blue Pixl Media bv within the refusal period of five (5) days.
- If payment by the Client of the fee is made by direct debit and a collection cannot be carried out, administration costs amounting to 2% of the invoice value, with a minimum of € 20 (twenty Euro) (excluding VAT) per invoice will be charged.
- The Client is not entitled to set off the amounts owed to Blue Pixl Media bv in any way against amounts owed by Blue Pixl Media bv to the Client.
- If payment is not made on time or in full, Blue Pixl Media bv is entitled to suspend the Services to be provided. If the payment term is exceeded, the Client shall owe an immediately payable surcharge, which surcharge shall consist of a percentage of the relevant amount to be paid. This rate shall be for each month that payment is not made, one twelfth part of the legal interest rate for commercial contracts, as set by the Ministry of Justice, plus 3% calculated on the amount due with a minimum of 13.50 euros per invoice. In addition, the judicial and extrajudicial costs to be incurred in connection with failures attributable to the Client to fulfill its obligations, including collection costs, which will amount to at least 15% of the amount due with a minimum of € 115.00 per invoice, will be borne by the Client.
- Blue Pixl Media bv will grant a 15% discount (agency discount) on the gross amount due by the Client (minus discounts), if the Services provided have been achieved through the mediation of a Media Agency, provided that such Media Agency has been accepted as a mediator by Blue Pixl Media bv.
- The Client has the right to complain about the invoice to Blue Pixl Media bv during 30 calendar days after the invoice date. This can only be done in writing. After that period, that authority expires. In the event of a disagreement about any part of an invoice sent, the Client is obliged to pay in time those parts of the invoice on which there is no disagreement. The provisions of this Article 9 shall apply in full to those parts. As long as the Client has not signed the Advertising Contract or the order for the provision of Services, he is not entitled to make a claim in respect of invoices on account of that Advertising Contract or that Order.
- If measurement systems must be used to determine the fee (for example, to determine the number of clicks or leads), the measurement systems of Blue Pixl Media bv will be leading. By industry standards, a difference of up to 10% between measured clicks and ad impressions will be considered not unusual. If the difference between the measured clicks and ad impressions is greater than 10%, Blue Pixl Media bv and Client will jointly investigate the cause of these differences with the aim of resolving this. Until the cause of the measurement differences has been determined, the measurement results of Blue Pixl Media bv will remain leading in determining the compensation.
- If the Services consist of the placement of an Advertisement on a specific, special position, or other expression for which Blue Pixl Media bv in connection with specific requirements regarding the printing process must incur additional costs, through the fault of Client does not proceed in the period prior to the expiration of the Closing Date, then the surcharge as stated on the rate card, respectively, these additional costs must be paid by Client.
- Blue Pixl Media bv will carry out the Assignments and Services to be provided by it as carefully as possible. Blue Pixl Media bv, in the event of a failure to perform its obligations, shall only be liable for any direct or indirect loss, including but not limited to consequential loss, loss of stagnation, loss of delay, loss of orders, loss of profits and processing costs of the Client related to or arising from the Advertising Contract or the Services, if such loss is caused by intent, gross negligence or deliberate recklessness on the part of Blue Pixl Media bv. Without prejudice to the above, Blue Pixl Media bv cannot accept any liability for the contents of sachets or samples, nor for any deterioration thereof as a result of other sachets or samples, which have been attached, pasted or applied in their vicinity.
- The liability of Blue Pixl Media bv shall never exceed the reinstatement/delivery of the Services, as agreed with the Client, or compensation of up to the invoice value of those Services in accordance with Article 9 of these General Terms and Conditions. The compensation should be related to the extent to which Blue Pixl Media bv would have failed. Slight deviations do not entitle you to compensation.
- The Client bears the risk of errors in the execution of placed Assignments in the event that Blue Pixl Media bv does not receive requests and communications from the Client, or does not receive them correctly, in a timely manner or incompletely.
- Blue Pixl Media bv shall never be liable for any direct or indirect damage resulting from the entering into (and the completion of) transactions and agreements between the Client and its contracting parties.
11 POWER OF ATTORNEY
- The parties shall not be obliged to perform one or more obligations under the Order in a timely manner if they are prevented from doing so as a result of force majeure. Force majeure includes – but is not limited to – a non-attributable failure of engaged third parties or suppliers, the temporary unavailability or inadequacy of hardware, software and/or internet or other telecommunications connections necessary for the provision of the Services, the disabling of a webpage managed by a third party, as well as any other situation over which Blue Pixl Media bv or Advertiser cannot exercise (decisive) control. In the event of a force majeure situation, the Parties shall not be obliged to compensate any damage suffered by the other Party as a result of the force majeure situation.
- As soon as the situation of force majeure has lasted longer than one (1) month, both Parties shall have the right to terminate the Assignment in writing by return of post.
- If Blue Pixl Media bv is prevented from carrying out an advertising assignment or an assignment to attach a proposition due to unforeseen circumstances or force majeure during the production of magazines, Blue Pixl Media bv shall have the right to suspend the execution of that Assignment for the duration of the prevention or to cancel the Assignment without being obliged to pay any compensation to Client. In these cases, Blue Pixl Media bv is obliged to inform the Client as soon as possible of the impediment and to make a statement with regard to the aforementioned choice.
12 DURATION / DISSOLUTION
- Unless expressly provided otherwise in the Advertising Contract, the contract period begins on the date of delivery of the first Services; if that first Service is not placed within three months of the conclusion of the contract, the Advertising Contract will be deemed to have begun on the day on which these three months have elapsed.
- If the Services agreed in an Advertising Contract cannot be taken within the contract period, the Client may submit a written request to Blue Pixl Media bv before the contract period expires for an extension of the contract period of no more than two months to provide the remainder of the Services. If Blue Pixl Media bv agrees to this extension, the rate conditions most recently in effect will apply to this period. If the Client has placed less than the agreed advertising space after the end of the contract term or extended contract term, respectively, the Client’s right to the Services lapses after the end of the contract term or extended contract term, while retaining the obligation to pay for the remaining contracted Services immediately.
- Both Parties are entitled to terminate the Assignment with immediate effect without further notice of default if:
- The other Party is declared bankrupt;
- The bankruptcy of the other Party has been filed;
- The other Party is in suspension of payments;
- A moratorium has been applied for the other Party;
- The other Party is dissolved or ceases its operations, which for Blue Pixl Media bv includes ceasing to operate a Magazine title or closing the Website with respect to which the Order was issued;
- The delivery of the agreed Services or any part thereof is or threatens to be in breach of applicable laws and regulations; and (g) the other Party remains in breach of one or more of its obligations under the Advertising Contract even after a reasonable period has been given to still fulfil its obligation(s).
- Blue Pixl Media bv is entitled to terminate the Assignment in writing with immediate effect without giving reasons if the Client is deemed not creditworthy by Blue Pixl Media bv.
13 INTELLECTUAL PROPERTY
- The intellectual property rights to all Services provided or made available by Blue Pixl Media bv as part of the Order shall remain vested in Blue Pixl Media bv or its licensors. To the extent necessary for the Client’s use of the Services, Blue Pixl Media bv grants the Client a limited, non-exclusive, non-transferable right to use the intellectual property rights to the Services during the term of the Order.
- The copyright, or any other intellectual property right on proposals, concepts, editorial contributions, products or other components of its Services produced by or on behalf of Blue Pixl Media bv shall remain with Blue Pixl Media bv, unless it can be plausibly demonstrated that the Client’s direct contribution to the development has been essential. If the Client violates the copyright or any other intellectual property right of Blue Pixl Media bv, the Client shall, without more, owe Blue Pixl Media bv a penalty equal to the fee owed by the Client to Blue Pixl Media bv in respect of the Services with a minimum of €50,000 (fifty thousand Euros). In addition, Client will reimburse Blue Pixl Media bv for actual damages suffered.
- The intellectual property rights to materials and data provided by the Client to Blue Pixl Media bv in the context of the Assignment shall remain vested in the Client or its licensors. To the extent necessary for the provision of the Services by Blue Pixl Media bv, the Client grants Blue Pixl Media bv a limited, non-exclusive, non-transferable right to use the intellectual property rights during the term of the Order. The Client shall indemnify Blue Pixl Media bv against all third party claims and resulting third party claims related to the use by Blue Pixl Media bv of the materials and data provided by the Client to Blue Pixl Media bv and the intellectual property rights thereon.
14 PRIVACY / COOKIES
- Personal or company data that is collected, obtained or otherwise processed as part of the Assignment is and will remain the property of Blue Pixl Media bv at all times, unless Blue Pixl Media bv and the Client make different written agreements regarding the use, processing or other activity regarding such personal and company data.
- If Client wishes to add any pixel, cookie or other technology to material that Blue Pixl Media bv places on a Website, Client shall provide Blue Pixl Media bv with an accurate description of what Client is adding. The description will include at least the purpose of the added technology, the data being collected, accessed or measured, and the technology used. Client shall not add any pixel, cookie or other technology to the material without the permission of Blue Pixl Media bv. Client shall only be entitled to use the data collected with the placement of the pixel, cookie or other technology to the extent required for the provision of the Service within the scope of the Order. Any other (further) use of the data thus collected is expressly not permitted.
- Client warrants that by purchasing the Service, including (but not limited to) adding any pixel, cookie or other technology to material that Blue Pixl Media bv places on a Website, it is complying with the provisions of the Act and indemnifies Blue Pixl Media bv against all possible damages and costs resulting from fines or third-party liability arising from Client’s failure to comply with these legal obligations. Client shall provide Blue Pixl Media bv with evidence of the permission granted by user(s) to Client to use the pixel, cookie or other technology upon request.
- The Parties shall observe confidentiality with respect to confidential and/or business-sensitive information provided by the other Party during the formation and duration of the Assignment. This obligation shall continue even after the completion of the Assignment.
- Parties will not disclose confidential and/or business-sensitive information without the prior written consent of the other Party.
- The parties will take reasonable measures with respect to personnel, agencies, auxiliaries or third parties to ensure such confidentiality.
- The above confidentiality obligations do not exist if and to the extent that:
- A Party is required to disclose pursuant to a statutory regulation or an authorized order issued by a governmental authority;
- The information, at the time of disclosure, is part of the public domain and is in the public domain; and
- At the time of disclosure to the other Party, such information was already in the possession of such Party, or independently developed by such Party, without using the information provided.
16 OTHER PROVISIONS
- The contents of the Assignment and the General Conditions jointly determine the legal relationship between the Parties and supersede all prior agreements between the Parties with respect to the subject matter of the Assignment.
- Blue Pixl Media bv may use third parties in the execution of the Assignment at its own discretion.
- The Parties shall not be entitled to assign their rights and obligations under the Assignment to third parties without the prior written consent of the other Party. Blue Pixl Media bv may, however, transfer its rights and obligations under the Assignment to a group company, without the prior written consent of the Client. Blue Pixl Media bv will inform the Client in writing of such transfer of rights and obligations.
- If and insofar as any part or provision of these General Terms and Conditions or of the Order turns out to be in conflict with any mandatory provision of national or international law, this shall not affect the validity of the remaining part of these General Terms and Conditions or of the Order. In place of the part that is contrary to the law, the Parties shall adopt new provisions that are as close as possible to the meaning of the invalid provision.
- In the event of a conflict between the provisions of the General Terms and Conditions and the Order, that which is laid down in the Order shall prevail.
17 APPLICABLE LAW / COMPETENT COURT
- These General Terms and Conditions and all Orders shall be governed exclusively by Belgian law.
- Disputes arising from the Order and/or the General Terms and Conditions will, if no amicable solution can be reached between Blue Pixl Media bv and the Client, be submitted to the competent court in Turnhout.
18 RETENTION OF TITLE AND RISK
- Publisher retains title to all (movable) goods delivered to the Buyer, belonging to any Product, as long as the Buyer has not fully met its (payment) obligation(s) to Publisher under any Contract, including claims for failure to perform any Contract.
- The purchaser undertakes to establish a non-possessory pledge on all goods referred to in article 9.1 at the first request of the publisher, to the extent that the publisher’s reservation of title on these goods should prove to have been extinguished at any time, or to otherwise provide security for the benefit of the publisher.
- The Products delivered or made available to the Buyer by the Publisher shall be entirely at the Buyer’s expense and risk from the moment of actual delivery or making available to the Buyer.
These Terms and Conditions were last amended on October 14, 2019.