General Delivery Conditions
In these General Terms and Conditions the following terms (insofar as written with a capital letter in these General Terms and Conditions) have the following meaning:
- Advertiser: the natural person or legal entity who, either directly or through the mediation of a Media Agency, places an Assignment with Blue Pixl Media bv;
- Advertisement: the advertisement or message on behalf of an Advertiser;
- Advertising contract: any agreement between Blue Pixl Media bv and the Advertiser or Media Agency, entered into with regard to the provision of Services;
- Advertising material: material with which an Advertisement is compiled;
- Advertorial: advertising expression or message with an editorial and commercial character;
- General Conditions: these delivery conditions 2014;
- Services: the services to be provided by Blue Pixl Media bv to the Advertiser on the basis of the Assignment. The Services are understood to mean in any case: the reproduction and / or publication of an Advertisement or other promotional communication in a magazine, on a Website or via another medium of Blue Pixl Media bv, or a medium to which Blue Pixl Media bv is entitled is to provide the relevant Services via 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 via a Website, a magazine or other medium, the sponsorship of events organized by Blue Pixl Media bv;
- Digital Services: the services to be delivered online by Blue Pixl Media bv, 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 sponsoring or participating in (part of) a Website, developing sponsor and advertising campaigns, generating visits to certain websites or other medium via a Website;
- Reassignment: each subsequent delivery of a Service with regard to the same Advertisement;
- Submission date: final date on which Blue Pixl Media bv still accepts finished material from the Advertiser for a specific advertisement placement;
- Media Agency: the natural person or legal entity who, on a professional or commercial basis, enters into an Advertising Contract with Blue Pixl Media bv by virtue of an advertiser or power of attorney and as such also accepts the applicability of these General Terms and Conditions for themselves;
- Assignment: the assignment to provide Services;
- Client: Advertiser and, if the Assignment is placed by a Media Agency through mediation, the Media Agency;
- Option: confirmed intention of the Advertiser to purchase Services;
- Parties: Client and Blue Pixl Media bv together;
- Placement costs: the net fee payable by the Client, after deduction of discounts, for the Services provided, excluding production costs;
- Closing date: final 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 offered by Blue Pixl Media bv 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 via the websites of these third parties.
- These terms and conditions apply to all Advertising Contracts between Blue Pixl Media bv and the Client, the method of formation and the implementation thereof. These General Terms and Conditions therefore form an integral part of the Advertising Contract between Blue Pixl Media bv and the Client.
- Blue Pixl Media bv has the right to change these General Terms and Conditions unilaterally. Client will be informed in writing in advance of substantial changes to the General Terms and Conditions. The changes in the General Terms and Conditions apply to existing Advertising Contracts. By giving new Assignments (including Reassignments) by the Client after changes to the General Terms and Conditions, the Client is deemed to have accepted these changes.
- These General Terms and Conditions can only be deviated from by written agreement between Blue Pixl Media bv and the Client.
- Blue Pixl Media bv explicitly rejects the application of any (general) terms and conditions that are used by the Client.
- In the event of a conflict between the provisions of these General Terms and Conditions, the Advertising Contract and / or other conditions referred to in these General Terms and Conditions, the following ranking will apply between these terms and conditions. The Advertising Contract prevails over the General Terms and Conditions, which in turn prevail over any other applicable terms and conditions.
3 OFFER AND CREATION
- The Advertising Contract is established by written acceptance by the Client of a written quotation provided by Blue Pixl Media bv.
- Every Advertising Contract is entered into under the suspensive condition of acceptance of the Advertiser by Blue Pixl Media bv.
- At the request of the Client, Blue Pixl Media bv can provide a written quotation for the delivery of Services. The quotation is valid for the period stated in the quotation. If no term is included in the quotation, the quotation will be valid for fourteen (14) days.
- Expressions of Blue Pixl Media bv in a magazine, on a Website or otherwise with regard to the Services are an offer without obligation, and are subject to change and availability of the Services.
- Blue Pixl Media bv can, at the request of the Client, provide an Option on the delivery of a Service. Blue Pixl Media bv is at all times entitled to cancel Options granted without stating reasons. In addition, insofar as the Option pertains to the provision of Services other than Digital Services, Options granted and not exercised by the Client will lapse no later than 30 days before the Closing Date. With regard to Digital Services, the Option will in any case expire 30 days before the intended start date of the campaign to which the Option relates.
- The Client is entitled to exceed the contracted advertising space, in which case the rate conditions that last came into effect apply with regard to the exceeding.
- If the Client wishes to expand the Services at any time during the term of the Advertising Contract, the Client may request Blue Pixl Media bv in writing to expand the agreed Services. The rate applicable to the expansion is the rate applied by Blue Pixl Media bv at the time of the conclusion of the expansion agreement. The rate will only commence on the sixteenth day of the calendar month in which the extension agreement was concluded, if it was concluded in the period from the first to the fifteenth day of that month, and on the first day of the following month in the other cases.
- The possibility to purchase Services other than Digital Services that relate to special positions in a magazine is limited and may differ per magazine title and per edition. Partly in connection with this, Blue Pixl Media bv expressly reserves all rights to accept Assignments for special positions as mentioned on the rate cards. If possible, other wishes of the Client will be taken into account; such a wish can never be accepted as a condition for an Assignment. Services other than Digital Services, where special colors, such as gold and silver, are included in the Advertisement, are only possible on request and in exceptional cases. Separate rates apply for the special colors.
4 REGULATIONS FOR DELIVERY
- If the Client does not deliver to Blue Pixl Media bv on time, not properly reproducible, incomplete Advertising Material and / or material unsuitable for the reproduction method of the medium concerned, Blue Pixl Media bv has the right to charge the Client for the additional costs caused by this.
- Insofar as the Assignment pertains 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 set by Blue Pixl Media bv. Blue Pixl Media bv reserves the right not to process and / or place Advertising Material that has come into Blue Pixl Media bv’s possession after the Submission Date, without prejudice to its right to reimbursement of the Placement costs and any production costs incurred, or its right to charge extra costs if it can be placed.
- The delivery specifications apply as agreed with regard to the delivery of Digital Services. In any case, unless with regard to the specific form of advertising, other regulations have been included in the aforementioned delivery specifications, the Client must ensure that:
- It must be clear to the public that it concerns an Advertisement;
- The Advertising Material complies with the regulations with regard to file formats, dimensions and sizes as stated in the delivery specifications referred to above;
- If a URL is linked to the Advertisement, this is a working URL;
- The Advertising Material matches the appearance of the Website on which the Advertisement is to be placed;
- Blue Pixl Media bv will pre-approve the Advertisement. Client must therefore ensure that a preview of the Advertising Material is submitted to Blue Pixl Media bv for assessment 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 Advertising Material is not in the possession of Blue Pixl Media bv on time, any liability of Blue Pixl Media bv for the correct performance of the agreed Services will lapse;
- Sound in Ads is only allowed after a mouse click;
- Advertising material must be quoted by e-mail (unless stated otherwise, via firstname.lastname@example.org ) must be delivered as a digital file prepared according to the above-mentioned delivery specifications.
- Blue Pixl Media bv observes the usual care with regard to the material made available by the Client. Blue Pixl Media bv accepts no liability for damage as a result of the use or transmission of this material, except in the case of gross negligence or negligence.
- Blue Pixl Media bv keeps the Advertising Material for Services in the archive for a maximum of one year from the date of publication. When the material is delivered on CD / DVD, only the file and not the original data carrier with the file itself will be archived. However, Blue Pixl Media bv is not liable for loss or damage to the Advertising Material.
5 REJECTION / SUSPENSION
- Blue Pixl Media bv is at all times entitled to refuse the delivery of Services in the event of technical objections, rejection of the content, nature, scope or form of the Advertisements given as well as for reasons of a fundamental nature in connection with the magazine and / or the Website in which the Advertisements would be placed or other compelling reasons on the part of Blue Pixl Media bv.
- Blue Pixl Media bv also reserves the right to refuse the provision of agreed Services if the Advertisement does not meet the conditions as stated in these General Terms and Conditions and / or the Advertising Contract and / or the Assignment, including conflict with the laws and regulations. regulations (article 6) and the late receipt of the Advertising Material by Blue Pixl Media bv (article 4). Refusal to deliver the Services on the above grounds (Article 5.1 and this Article 5.2) does not affect the Client’s obligation to pay the agreed Services (Installation costs and any production costs incurred).
- In the event that the Client does not, not timely or not properly 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 fulfillment, at its discretion. – to suspend the performance of the Services as long as this shortcoming in the fulfillment of the obligations continues, or to dissolve the Advertising Contract in whole or in part without being obliged to pay any compensation.
6 WARRANTY / INDEMNITY BY CLIENT
- The Client guarantees that the Advertisements delivered 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 Services (including placement of the Advertisement (s)) that do not (comply) with the aforementioned laws and regulations, in which case the Client remains obliged to Blue Pixl Media bv to use the contracted advertising space. to pay. The Client also guarantees that the delivered material does not contain or cannot contain viruses or comparable software programs, whether or not added by a third party without the knowledge of the Client, which affects the operation of the services offered by Blue Pixl Media bv, the internet or the computers and / or damage third party software.
- The Client indemnifies Blue Pixl Media bv, as well as for its working third parties, against all damage and / or claims from third parties related to or arising from:
- The use of the Services by the Client / Advertiser; and
- The acts and / or omissions of the Client / Advertiser in violation of the provisions of the Advertising Contract and these General Terms and Conditions.
- The client will also indemnify Blue Pixl Media bv and its third parties working for the above cases against costs, damage and interest arising as a result thereof. This indemnification and indemnification apply, among other things, to any claims by third parties in connection with infringements or alleged infringements of the copyright of these third parties, including the European Central Bank with regard to banknotes.
- If the Client acts on behalf of an Advertiser or other representative, the Client guarantees Blue Pixl Media bv for the fulfillment of the obligations as laid down in the Advertising Contract and these General Terms and Conditions by this Advertiser or representative.
7 PERFORMANCE OF THE ASSIGNMENT
Obligations of Blue Pixl Media bv (points 1 to 9).
Obligations of the Client (points 10 to 14).
- Blue Pixl Media bv will offer the Services with due observance of the provisions of the Assignment. 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 fully or partially suspend the delivery of Services to the Client, in the event that the Client attributably fails to fulfill any obligation under the Advertising Contract, including non-compliance with the obligations as included in this article 7 of these General Terms and Conditions. Blue Pixl Media bv is entitled to charge costs to the Client that it must incur in connection with the suspension of the delivery of its Services.
- If an Order for the delivery 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 this Order. Nevertheless, Blue Pixl Media bv will endeavor to execute the Assignment without being liable in the event that it fails to do so.
- Blue Pixl Media bv strives for the best possible representation of the submitted material, but cannot guarantee exact reproduction in the delivery of Services other than Digital Services. Client must take into account the possibility of printing and color deviations. Blue Pixl Media bv starts from the digital file.
- Blue Pixl Media bv is entitled to move Services that are not Digital Services that have been reserved for a particular edition of a magazine to a subsequent edition of that magazine.
- Any complaints regarding Services provided by Blue Pixl Media bv other than Digital Services about, among other things, the manner of reproduction of the Advertising Material, placement of the Advertisement and / or color quality, must be submitted within 21 calendar days of the publication date of the relevant magazine, or the first showing. to be notified to Blue Pixl Media bv online in writing. With regard to Digital Services, any complaints must be made known to Blue Pixl Media bv in writing within 7 days after the start of a campaign. If the relevant campaign has a duration of less than 7 days, complaints regarding Digital Services must be submitted within the campaign period. For the Services where the Advertising Material is made available to Blue Pixl Media bv after the Submission 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 hereby expressly excluded.
- The Digital Services are offered and delivered by Blue Pixl Media bv without any guarantee for (uninterrupted) availability, security, 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 to postpone the delivery of the Services on the basis of unforeseen circumstances (not attributable to Blue Pixl Media bv) (article 12.1). In the event that the start date is postponed by Blue Pixl Media bv, the only compensation for the Client will consist of the provision by Blue Pixl Media bv of the Services for a period equal to the agreed period or the provision of replacement Services to the Client, in good consultation between 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.
- The Advertiser will purchase the Services with due observance of the provisions of the Advertising Contract. The Client is not permitted to use Services in violation of the provisions of the Advertising Contract, the General Terms and Conditions, the relevant and applicable legal provisions, and the due care that is appropriate in society.
- The Client is not permitted, among other things, to use the Services for:
- The use of the Services by the Client / Advertiser; and
- The acts and / or omissions of the Client / Advertiser in violation of the provisions of the Advertising Contract and these General Terms and Conditions.
- Annoyingly approaching, threatening or harassing people in any other way;
- Sending large quantities of e-mail messages (including spam) to third parties, whether or not with a commercial purpose;
- Sending e-mail messages or uploading files containing viruses or similar software programs that can damage 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;
- Limiting the possibility of third parties to use the services and / or the internet offered by Blue Pixl Media bv.
- 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.
- Insofar as the Services relate to the placement of material supplied by the Client, the Client guarantees the timely and correct provision of the required material in the manner indicated in the Advertising Contract and these General Terms and Conditions.
- The Client is obliged to monitor 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 shortcomings immediately in writing to Blue Pixl Media bv, failing which the Client is deemed to have the Services without to have accepted 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.
- The rates applied by Blue Pixl Media bv at the time or during the period of the provision of Services with regard to the Services apply to each Assignment. In addition, Blue Pixl Media bv can use Advertising formats where no standard rates apply, but a price to be determined on a case-by-case basis.
- With regard to the Services not being Digital Services, the Advertising Rates are published by Blue Pixl Media bv by means of rate cards. The other rates (including Digital Services) can be found on the website. These publications will be sent to Advertisers and other Clients free of charge upon request. To do this, call +32 14 46 23 00.
- Blue Pixl Media bv reserves the right to revise the rates. Unless explicitly agreed otherwise, such rate adjustment also applies to the Assignment (s) agreed with the Client on Services not yet delivered. In the event of a rate change, the Client has the right to cancel the Assignment with regard to the part of the Services that has not yet been delivered.
9 FEES AND PAYMENT
- The Client will pay the fee stated in the Advertising Contract for the Services provided by Blue Pixl Media bv, in the manner indicated in the Advertising Contract. Payment for the Services is made in advance, unless the Parties have explicitly agreed otherwise. Blue Pixl Media bv can stipulate that it has the right to charge advance amounts. All fees stated in the Advertising Contract / Order are exclusive of VAT and other government levies.
- Blue Pixl Media bv will invoice the Client for the fees payable by the Client. The invoices are sent digitally or in print. For this purpose, the client must indicate to Blue Pixl Media bv to which e-mail address the invoices can be sent. Upon receipt of the invoice by e-mail, the right to a ‘paper invoice’ lapses. The Client will pay the invoices within fourteen (14) days after the invoice date. If the Client has not paid the invoices within fourteen (14) days after the invoice date, the Client is automatically in default, without any notice of default being required. However, Blue Pixl Media bv will at all times send the Client a payment reminder, whereby the Client is given an additional reasonable term to still fulfill its payment obligation.
- If payment by the Client of the fee is made by direct debit, the Client has the option to refund or have refunded amounts wrongly 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, then administration costs of 2% of the invoice value, with a minimum of € 20 (twenty euros) (excluding VAT) will be charged per invoice. .
- 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.
- In the absence of timely or full payment, Blue Pixl Media bv is entitled to suspend the Services to be provided. If the payment term is exceeded, the Client will owe an immediately payable surcharge, which surcharge consists of a percentage of the relevant amount to be paid. For each month that payment is not made, this percentage is one twelfth of the statutory interest for commercial contracts, as determined by the Ministry of Justice, plus 3% calculated on the amount due with a minimum of 13.50 euros per invoice. In addition, the costs to be incurred in and out of court in connection with shortcomings attributable to the Client in the fulfillment of its obligations, including collection costs, which will amount to at least 15% of the amount due with a minimum of € 115.00 per invoice. , at the expense of the Client.
- Blue Pixl Media bv grants a 15% discount (agency discount) on the gross amount owed by the Client (minus discounts), if the Services provided are realized through the mediation of a Media agency, provided this Media agency has been accepted by Blue Pixl Media bv as a mediator.
- The Client is authorized to complain about that invoice to Blue Pixl Media bv for 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 difference of opinion about a part of a sent invoice, the Client is obliged to timely payment of those parts of the invoice about which there is no difference of opinion. The provisions of this article 9 apply in full to these parts. As long as the Client has not signed the Advertising Contract or the order to provide Services, it is not authorized to make a complaint regarding invoices under that Advertising Contract or 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 are leading. By industry standards, a difference of up to 10% between measured clicks and ad impressions will not be considered unusual. If the difference between the measured clicks and ad impressions is greater than 10%, Blue Pixl Media bv and the Client will jointly investigate the cause of these differences with the aim of resolving this. Until it is established what is the cause of the measurement differences, the measurement results of Blue Pixl Media bv will continue to be the guiding principle for determining the compensation.
- If the Services consist of the placement of an Advertisement in a specific, special position, or other communication for which Blue Pixl Media bv has to incur additional costs in connection with specific requirements with regard to the printing process, will not take place during the period due to the actions of the Client. prior to the expiry of the Closing Date, the surcharge as stated on the rate card or these additional costs must be paid by the Client.
- Blue Pixl Media bv carries out the Assignments and the Services to be provided by it as carefully as possible. In the event of a failure to fulfill its obligations, Blue Pixl Media bv is only liable for any direct or indirect damage, including but not limited to consequential damage, interruption damage, delay damage, loss of orders, loss of profit and processing costs of the Client related to or arising from the Advertising Contract or the Services, if this damage is caused by intent, gross negligence or willful recklessness on the part of Blue Pixl Media bv. Without prejudice to the above, Blue Pixl Media bv cannot accept any liability for the content of sachets or test samples, nor for any deterioration thereof as a result of other sachets or test samples that are attached, pasted or applied in the vicinity thereof.
- The liability of Blue Pixl Media bv never goes beyond the relocation / redelivery of the Services, as agreed with the Client, or compensation of a maximum of the invoice value of those Services in accordance with Article 9 of these General Terms and Conditions. The compensation must be related to the extent to which Blue Pixl Media bv would have failed. Minor deviations do not entitle to compensation.
- The Client bears the risk of errors in the execution of Assignments placed in the event of not, incorrectly, late or incomplete requests and communications from Client by Blue Pixl Media bv.
- Blue Pixl Media bv is never liable for any direct or indirect damage resulting from entering into (and handling) transactions and agreements between the Client and its contracting parties.
11 FORCE MAJEURE
- Parties are not obliged to timely fulfill one or more obligations under the Assignment if they are prevented from doing so as a result of force majeure. Force majeure includes – but is not limited to – a non-attributable shortcoming of engaged third parties or suppliers, the temporary unavailability or insufficient availability of hardware, software and / or internet or other telecommunication connections that are necessary for the delivery of the Services, the cancellation of a web page managed by a third party, as well as any other situation in which Blue Pixl Media bv or the Advertiser cannot exercise (decisive) control. In the event of a situation of force majeure, the Parties are not obliged to compensate any damage suffered by the other Party as a result of the situation of force majeure.
- As soon as the situation of force majeure has lasted longer than one (1) month, both Parties have the right to immediately terminate the Assignment in writing.
- If Blue Pixl Media bv is prevented from carrying out an advertising assignment or an assignment to attach or stick a proposition due to unforeseen circumstances or force majeure in the production of magazines, Blue Pixl Media bv has the right to to suspend for the duration of the impediment or to cancel the Assignment without being obliged to pay any compensation to the Client. In these cases, Blue Pixl Media bv is obliged to inform the Client of the impediment as soon as possible and to speak out with regard to the aforementioned choice.
12 DURATION / DISSOLUTION
- Unless explicitly stated otherwise in the Advertising Contract, the contract term starts on the date of delivery of the first Services; if the first Service has not been placed within three months after the conclusion of the contract, the Advertising Contract will be deemed to have commenced on the day on which these three months have expired.
- If the Services agreed in an Advertising Contract cannot be purchased within the contract term, the Client can submit a written request to Blue Pixl Media bv before the contract term expires for an extension of the contract term of no more than two months in order to grant the remainder of the contract. Services. If Blue Pixl Media bv agrees to this extension, then the rate conditions that last came into effect apply for this period. If, after expiry of the contract term or extended contract term, the Client has placed less than the agreed advertising space, the Client’s right to the Services will lapse at the end of the contract term or extended contract term, without prejudice to the obligation to immediately purchase the remaining contracted Services. Pay.
- Both Parties are entitled to terminate the Assignment without further notice of default with immediate effect if:
- The other Party is declared bankrupt;
- The bankruptcy of the other Party has been filed;
- The other Party has been granted a moratorium on payments;
- A moratorium has been applied for for the other Party;
- The other Party is dissolved or ceases its activities, which for Blue Pixl Media bv is understood to mean, among other things, the discontinuation of a Magazine title or the closure of the Website in respect of which the Assignment has been issued;
- The delivery of the agreed Services or a part thereof is or threatens to be in violation of applicable laws and regulations; and (g) the other Party fails to comply with one or more of the obligations under the Advertising Contract, even after a reasonable period has been given to still fulfill its obligation (s).
- Blue Pixl Media bv is entitled to terminate the Assignment in writing with immediate effect without stating reasons if the Client is not considered creditworthy by Blue Pixl Media bv.
13 INTELLECTUAL PROPERTY
- The intellectual property rights to all Services that Blue Pixl Media bv delivers or makes available in the context of the Assignment remain with Blue Pixl Media bv or its licensors. Insofar as necessary for the use of the Services by the Client, 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 Assignment.
- The copyright or any other intellectual property right to proposals, concepts, editorial contributions, products or other parts of its Services produced by or on behalf of Blue Pixl Media bv rests with Blue Pixl Media bv, unless it can be demonstrated that the direct contribution of the Client has been essential to development. If the Client violates the copyright or any other intellectual property right of Blue Pixl Media bv, the Client will immediately owe Blue Pixl Media bv a fine in the amount of the compensation owed by the Client to Blue Pixl Media bv for the Services, with a minimum. of € 50,000 (fifty thousand Euro). In addition, the Client will compensate the damage actually suffered by Blue Pixl Media bv.
- The intellectual property rights to materials and data that the Client provides to Blue Pixl Media bv in the context of the Assignment remain with the Client or its licensors. Insofar as necessary for the provision of the Services by Blue Pixl Media bv, the Client grants Blue Pixl Media bv during the term of the Assignment a limited, non-exclusive, non-transferable right to use the intellectual property rights. The Client indemnifies Blue Pixl Media bv against all claims from third parties and ensuing claims from third parties that relate 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 attached to them.
14 PRIVACY / COOKIES
- Personal data or company data that are collected, obtained or otherwise processed as part of the Assignment are and remain the property of Blue Pixl Media bv at all times, unless Blue Pixl Media bv and the Client make different written agreements about the use, processing or other activity. regarding these personal and company data.
- If the Client wishes to add any pixel, cookie or other technology to material that Blue Pixl Media bv places on a Website, the Client will provide Blue Pixl Media bv with an accurate description of what the Client adds. The description will in any case include the purpose of the added technology, the data that is collected, viewed or measured, and the technology used. Client will not add pixel, cookie or other technology to the material without permission from Blue Pixl Media bv. The Client is only entitled to use the data collected with the placement of the pixel, cookie or other technology to the extent required for the purchase of the Service within the framework of the Assignment. Any other (further) use of the data collected with it is expressly not permitted.
- The Client guarantees that the purchase of the Service, including (but not limited to) the addition of any pixel, cookie or other technology to material that Blue Pixl Media bv places on a Website, complies with the provisions of the Law and indemnifies Blue Pixl Media bv for all possible damage and costs as a result of fines or liability by third parties as a result of non-compliance by the Client with these legal obligations. Upon request, the Client will provide Blue Pixl Media bv with proof of the permission granted by the user (s) to the Client to use the pixel, cookie or other technology.
- Parties will observe secrecy with regard to confidential and / or business-sensitive information provided by the other Party during the realization and duration of the Assignment. This obligation also continues after the Assignment has ended.
- 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 regard to personnel, agencies, auxiliary persons or third parties to ensure this confidentiality.
- The above confidentiality obligations do not exist if and insofar as:
- A Party is required to disclose it pursuant to a statutory regulation or an authorized order of a public authority;
- The information at the time of disclosure is in the public domain and is generally known; and
- At the time of disclosure to the other Party, this information was already in the Party’s possession, or was independently developed by this Party, without using the information provided.
16 OTHER PROVISIONS
- The content of the Assignment and the General Terms and Conditions jointly determine the legal relationship between the Parties and replace all previously made agreements between the Parties with regard to the subject of the Assignment.
- Blue Pixl Media bv may engage third parties in the execution of the Assignment at its own discretion.
- Parties are not entitled to transfer their rights and obligations under the Assignment to third parties without the prior written consent of the other Party. Blue Pixl Media bv may 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 notify the Client in writing of such a transfer of rights and obligations.
- If and insofar as any part or any provision of these General Terms and Conditions or the Assignment turns out to be in conflict with any mandatory provision of national or international law, this will not affect the validity of the remaining part of these General Terms and Conditions or the Assignment. Instead of the part that is contrary to the law, the Parties will determine new provisions that are in accordance with the purport of the invalid provision as much as possible.
- In the event of a conflict between the provisions of the General Terms and Conditions and the Assignment, what is laid down in the Assignment will prevail.
17 APPLICABLE LAW / COMPETENT COURT
- These General Terms and Conditions and all Assignments are exclusively governed by Dutch law.
- Disputes arising from the Assignment and / or the General Terms and Conditions will, if an amicable solution to the dispute cannot be reached between Blue Pixl Media bv and the Client, be submitted to the competent court in ‘s-Hertogenbosch.
18 RESERVATION OF OWNERSHIP AND RISK
- The Publisher retains the ownership of all (movable) goods, belonging to any Product, delivered to the Customer, for as long as the Customer has not fully complied with its (payment) obligation (s) towards the Publisher under any Agreement, claims in respect of a including failure to comply with any Agreement.
- The Customer undertakes, at the Publisher’s first request, to establish a non-possessory pledge on all items referred to in Article 9.1, insofar as the Publisher’s retention of title on these items may appear to have been canceled at any time, or to otherwise provide security for the benefit of the Publisher to provide.
- The Products delivered or made available by the Publisher to the Customer are fully at the Customer’s expense and risk from the moment of actual delivery or making available to the Customer.
These General Terms and Conditions were last amended on October 14, 2019.