These general terms and conditions apply to all assignments granted to Michiel Postma, registered in the trade register with the Chamber of Commerce under file number 02098385.
Article 1: Definitions
In these general terms and conditions, the following definitions apply:
- Michiel Postma: trading under the company name Ballpark.
- Client: the counterparty of Michiel Postma; any natural and/or legal person to whom a quotation and/or order confirmation is addressed by the entrepreneur, to whom employee(s) is made available by the entrepreneur and/or with whom the entrepreneur has concluded or wishes to conclude an agreement;
- Order or Agreement: the agreement to provide services and/or goods.
- This also includes approved or signed offers;
- General terms and conditions: these general terms and conditions.
Article 2: Identity of the entrepreneur
- Name of the entrepreneur: Michiel Postma
- E-mail address: firstname.lastname@example.org
- Chamber of Commerce number: 02098385
Article 3: Activities of the entrepreneur
Unburdening companies and organizations in the field of digital marketing and in particular setting up and optimizing digital marketing funnels and advertising campaigns.
Article 4: Applicability
- These General Terms and Conditions apply to all offers, activities, quotations and Agreements between Michiel Postma and the Client(s), respectively their legal successors.
- The applicability of general terms and conditions of the Client is expressly rejected by Michiel Postma.
- The present conditions also apply to all Agreements with Michiel Postma, for the execution in which third parties must be involved.
- If one or more of the provisions in these general terms and conditions are null and void or should be annulled, the other provisions of these general terms and conditions remain fully applicable. Michiel Postma and the Client will then enter into consultation in order to agree on new provisions to replace the void or voided provisions, whereby the purpose and intent of the original provision will be taken into account if and as much as possible.
- Clauses deviating from these terms and conditions are only valid if and insofar as Michiel Postma has expressly confirmed them in writing to the Client. Unless expressly agreed otherwise in writing, these deviations from or additions to the general terms and conditions only relate to the relevant Agreement.
- Michiel Postma reserves the right to change these general terms and conditions in the interim. The amended general terms and conditions therefore also apply to the existing agreement between the Client and Michiel Postma. Changes will be announced in writing and will come into effect 14 days after this announcement or at a later time as stated in the announcement.
- Before the distance contract is concluded, the text of these general terms and conditions is made available to the client. If this is not reasonably possible, before the distance contract is concluded, it will be indicated that the general terms and conditions can be viewed at the entrepreneur and they will be sent free of charge as soon as possible at the request of the client.
- If the distance contract is concluded electronically, notwithstanding the previous paragraph and before the distance contract is concluded, the text of these general terms and conditions can be made available to the client electronically in such a way that the can be stored in a simple way on a durable data carrier. If this is not reasonably possible, before the distance contract is concluded, it will be indicated of which the general terms and conditions can be read electronically and that they will be sent free of charge at the request of the client electronically or otherwise.
- Acceptance and retention by the client without comment of a quotation or order confirmation, to which reference is made to these terms and conditions, constitutes consent to their application.
Article 5: Quotations
- The quotations made by Michiel Postma are without obligation; they are valid for 30 days after issuance, unless stated otherwise. Michiel Postma is only bound by the offers or quotations if the acceptance thereof is confirmed in writing by the Client within 30 days, unless indicated otherwise.
- The offer is made in writing or electronically.
- The prices in the aforementioned offers and quotations are exclusive of VAT and other government levies and are stated in euros as standard, as well as exclusive of costs to be incurred in the context of the Agreement, unless indicated otherwise.
- Quotations do not automatically apply to future Assignments.
- In the event that these general terms and conditions and the Agreement contain inconsistencies, the terms and conditions included in the Agreement shall apply.
6. Offers from Michiel Postma are based on the information provided by the Client. The Client guarantees that it has provided all essential information for the design and execution of the Assignment to the best of its knowledge.
Article 6: Conclusion of the Agreement
- The Agreement is concluded at the moment that the Agreement signed by Michiel Postma and the Client (including a quotation) has been returned by Michiel Postma. The Agreement is based on the information provided by the Client to Michiel Postma at the time. The Agreement is deemed to represent the Assignment correctly and completely. Michiel Postma is free to prove that the Agreement was concluded in another way.
- If the Assignment has been given orally, or if the Agreement has not (yet) been signed and returned, the Assignment is deemed to have been concluded under the application of these general terms and conditions the moment Michiel Postma, at the request of the Client, with the execution of the Assignment starts.
Article 7 : Performance of the Agreement
- Michiel Postma will perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship, all this on the basis of the state of the art and technology known at that time.
- The Client is obliged to provide Michiel Postma with all necessary information that may reasonably be important in connection with the execution of the Agreement. This information in any case includes a clear description of the expectations and objectives of the Client and other information that Michiel Postma requests to supply.
- Michiel Postma is not obliged to follow instructions that change or supplement the content or scope of the agreed services; if such instructions are followed, the relevant work will be paid in accordance with Michiel Postma’s usual rates.
- If and insofar as required for the proper execution of the Agreement, Michiel Postma has the right to have all or certain activities performed by third parties.
- During the execution of the Assignment, the Client and Michiel Postma will be able to communicate with each other by means of electronic mail at the request of one of them. Michiel Postma is not liable towards the Client for damage resulting from the use of electronic mail. Both the Client and Michiel Postma will do everything that can reasonably be expected to prevent risks such as the spread of viruses and distortion.
- The Agreement always has the character of a best efforts obligation for Michiel Postma and never a result obligation.
- If a term has been agreed within the term of the Agreement for the completion of certain activities, this is never a strict deadline. If the execution term is exceeded, the Client must therefore declare Michiel Postma in default in writing and demand compliance.
- In the Agreement, the parties determine the delivery terms and dates as well as the place and manner in which the services are provided and/or delivered. The turnaround time of an assignment depends on various factors and circumstances, such as the quality of the data and information provided by the Client and the cooperation of the Client and relevant third parties. The aforementioned delivery times therefore do not apply as strict deadlines. In the event of an (imminent) exceeding of a (delivery) term, the parties will consult as soon as possible in order to take appropriate measures. Exceeding agreed delivery times, regardless of the cause, does not entitle to compensation, unless expressly agreed otherwise in writing.
- If a phased implementation of the Agreement has been agreed, Michiel Postma is entitled to postpone the start of the services that belong to a next phase until the Client has approved the results of the preceding phase in writing.
- The signatory of the Agreement is authorized to sign on behalf of the Client. The designated contact persons of the Client are also authorized to make commitments and make agreements on behalf of the Client. If restrictions of authority have been imposed on contact persons, the Client must notify Michiel Postma of this in writing at the start.
- Insofar as user names and/or passwords are provided or used by Michiel Postma in the context of the Agreement, the Client is responsible for these user names and/or passwords and is fully liable for any misuse of the usernames and passwords, unless such misuse is the result of intent or gross negligence on the part of Michiel Postma.
- Insofar as user names and/or passwords are provided by Michiel Postma in the context of the Agreement, the Client is prohibited from providing these user names and/or passwords to third parties without the permission of Michiel Postma.
Article 8: Involving third parties in the Assignment Execution
- Michiel Postma determines the manner in which and by which person the Agreement is performed, but takes into account the wishes expressed by the Client as much as possible. If and insofar as required for the proper execution of the Agreement, Michiel Postma has the right to have certain activities performed by third parties.
- The Client can grant the Assignment to a third party to collaborate with Michiel Postma, for example a photographer. The general terms and conditions of this third party then apply to the work that the third party performs for the Client.
Article 9 : Pricing
- When the Agreement is concluded, the parties can agree on a fixed price (per month or other period) or an hourly rate based on subsequent calculation for the services to be performed.
- If no fixed price has been agreed, the price will be determined by the actual time spent multiplied by Michiel Postma’s hourly rate. The work is performed at the specified hourly rates of Michiel Postma or at least at the applicable hourly rates that Michiel Postma uses at the time of the performance of the work.
- Activities that are not mentioned in the quotation are considered additional work and may have a price-increasing effect.
- Unless expressly agreed otherwise in writing, Michiel Postma’s price indications, estimates, budgets and/or estimates are only indicative and no rights or expectations can be derived from them. Michiel Postma is only obliged to inform the Client when a pre-calculation or budget is exceeded if the parties have agreed so.
- If the parties agree that a third party will be engaged on behalf of the Client, the third party will invoice the Client immediately. Michiel Postma can, however, also invoice the costs of third parties to the Client.
- Michiel Postma is entitled, during the term of an Agreement, to increase and/or index the prices for its Services annually, with effect from 1 January, in accordance with the price index of the previous calendar year, as published by the CBS (Consumer price index “All households” ), plus 1.5%. Michiel Postma is entitled to implement the cost increase at a later date if it deems this desirable from an administrative point of view.
Article 10 : Payment conditions
- Michiel Postma will invoice monthly, unless otherwise agreed. Michiel Postma also has the option to invoice in advance and/or every two weeks for extensive work.
- A payment term of 14 days is used.
- Michiel Postma may require payment of an advance invoice.
- Objections to the amount of invoices or complaints do not suspend the payment obligation.
- Client agrees to electronic invoicing by Michiel Postma.
- If the Client fails to pay within the term, the Client will be in default by operation of law, without further notice of default being required. In that case, the client owes the contractual interest of 8% per year (or the statutory commercial interest if this is higher). The interest on the amount due and payable will be calculated from the day the Client is in default until the day of full payment.
- If after the expiry of the first payment term, as stated in paragraph 1, Michiel Postma has not or not fully complied with the payment obligation, Michiel Postma will send the Client a written reminder for payment of the outstanding amount within a second term of 7 days. If the Client has not or not fully met the payment obligation within the second term, the Client will owe both the judicial and extrajudicial (collection) costs. Michiel Postma uses the Scale Extrajudicial collection costs for the extrajudicial collection costs with a minimum of extrajudicial collection costs of € 250, regardless of the amount of the principal.
- If payment is not made, Michiel Postma is entitled to suspend its obligations. Michiel Postma also has the right to retain services that are still under Michiel Postma as long as the Client has not fulfilled its payment obligation, regardless of whether the payment arrears relate to the services that Michiel Postma still retains.
- If the Assignment is provided by more than one Client, all Clients are jointly and severally liable for the fulfillment of the obligations as indicated in this article (regardless of the name of the invoice).
- The Client is not permitted to unilaterally set off amounts owed by it to Michiel Postma against amounts that it believes to have from Michiel Postma for whatever reason.
- In the event of liquidation, bankruptcy, attachment or suspension of payment of the Client, Michiel Postma’s claims against the Client are immediately due and payable.
Article 11 : Collection costs
- All costs, both judicial and extrajudicial, that may fall on the possible collection of the amounts owed under the agreement(s) concluded with the entrepreneur, are for the account of the client.
- The extrajudicial costs are hereby set at an amount equal to 2 points of the applicable liquidation rate applied by the courts, with a maximum of 15% of the amount to be collected resp. of the order value.
- If the actually incurred extrajudicial costs are demonstrably higher than the amount referred to in paragraph 1, the Entrepreneur can recover these actually incurred costs from the client.
Article 12: Amendment of the Assignment or additional work
If the interim change in the Assignment or the performance of the assignment is caused by the Client, Michiel Postma will make the necessary adjustments if the quality of the service requires this. If such an adjustment leads to additional work, this additional work will be invoiced additionally. The Client is aware that if a fixed price (per month) has been agreed and the service provision is expanded, the (fixed) price will reasonably increase, in proportion to the extra time that the extra service entails.
Article 13 : Duration and termination
- The Agreement is entered into every 6 months, unless the parties expressly agree otherwise. This means that all routes can be removed every six months. During the term of 6 months or, if applicable, the deviating period included in the Agreement, the Agreement cannot be terminated prematurely by the Client. If the Agreement is terminated prematurely, the Client is obliged to immediately pay the agreed prices for the remaining period to Michiel Postma as cancellation costs.
- The period as referred to in paragraph 1 is tacitly extended for six months each time, unless the Agreement has been terminated in writing. After the period of six months as referred to in paragraph 1, the Agreement can be terminated in writing at the end of the month.
- During the notice period, Michiel Postma is entitled to perform the work for which an order has already been issued or which were normally performed for the Client. The client is obliged to pay the agreed rates or prices to Michiel Postma during the notice period.
- In the event that the Client becomes bankrupt, applies for a moratorium or ceases operations, Michiel Postma has the right to terminate the Assignment without observing a notice period, all this subject to rights under the Agreement and the law.
- Michiel Postma has the right at all times to terminate the Agreement if it cannot reasonably be expected to continue the work. For example in case of conscientious objection or when the Client and/or the Assignment may damage the reputation of Michiel Postma.
- Cancellation of an Assignment is not possible.
- Michiel Postma gives the customer the possibility to take a break for a maximum of one month within a cooperation contract of six months. This month’s pause only applies to the customer if Michiel Postma gives its approval and the customer has a valid reason, according to Michiel Postma. In addition, this month’s pause does not deduct from the contract duration.
Article 14: Dissolution of the Agreement
- If the Agreement is dissolved, Michiel Postma’s claims against the Client are immediately due and payable. If Michiel Postma suspends the fulfillment of the obligations, it retains rights under the law and the Agreement.
- Michiel Postma always reserves the right to claim compensation.
- Michiel Postma is authorized to suspend the fulfillment of the obligations or to dissolve the Agreement if:
– The Client does not or not fully comply with the obligations under the Agreement;
– Circumstances that have come to the knowledge of Michiel Postma after the conclusion of the Agreement give good grounds to fear that the Client will not fulfill its obligations. If there are good grounds to fear that the Client will only partially or not properly comply, suspension is only permitted insofar as the shortcoming justifies it;
– When concluding the Agreement, the Client was requested to provide security for the fulfillment of its obligations under the Agreement and this security is not provided or is insufficient.
Article 15 : Intellectual property
- All copyrights and other intellectual or industrial property rights on models, texts, products, including software, or other materials such as analyses, designs, reports, as well as preparatory material thereof, rest exclusively with Michiel Postma. Disclosure by the Client can therefore only take place after written permission has been obtained from Michiel Postma. Content written by Michiel Postma can be used by the Client for its own organization.
- All documents provided by Michiel Postma, such as content, reports, advice, Agreements, designs, sketches, drawings, etc., are exclusively intended to be used by the Client for the purpose for which they were made available and for the use of its own organization. of the Client, unless the nature of the documents provided dictates otherwise.
- The Client has the right to reproduce documents for use in its own organization, insofar as this is appropriate within the purpose of the Assignment.
- Without written permission from Michiel Postma it is not allowed that her work is used by third parties.
Article 16 : Confidentiality
- Michiel Postma is obliged to maintain confidentiality of all confidential information and data of the Client towards third parties. Michiel Postma will take all possible precautions in the context of the Assignment to protect the interests of the Client.
- Without the written permission of Michiel Postma, the Client will not inform third parties about Michiel Postma’s approach, it’s working methods and the like, or make its report/advice/documentation available.
Article 17 : Liability
- If the Client demonstrates that it has suffered damage due to a breach of contract, tort, act or omission of Michiel Postma, Michiel Postma’s liability is limited to a maximum of once the invoice amount excluding VAT of the relevant Agreement.
- Contrary to the provisions above, in the case of an Assignment with a lead time longer than six months, the liability is further limited to the part of the invoice owed over the last six months, ex. VAT and media fees to which the liability relates.
- Michiel Postma has the right at all times to prevent or reduce the damage suffered or suffered by the Client as far as possible.
- Damage is exclusively understood to mean damage to persons, damage to property and direct financial loss.
- Michiel Postma is never liable for indirect damage, including consequential damage, lost profit, lost savings, reduced goodwill, fines, damage to image, damage due to loss or damage to data, claims/claims of third parties and damage due to business interruption.
- The limitations of liability for damage included in these terms and conditions do not apply if the damage is due to intent or equivalent gross negligence on the part of Michiel Postma’s manager.
- The limitations of liability laid down in this article are also stipulated for the benefit of persons or third parties engaged by Michiel Postma, who therefore have a direct appeal to these limitations of liability.
- A series of connected events counts as one event.
- Michiel Postma is not liable for damage, of whatever nature, because Michiel Postma has based on incorrect and/or incomplete information provided by the Client, unless Michiel Postma should have been aware of this inaccuracy or incompleteness.
- Michiel Postma strives to ensure that all texts it writes for the Client are current and correct. However, Michiel Postma is not liable for damage that arises as a result of (careless or incorrect) use of texts. Use of Michiel Postma texts is at the Client’s own risk. Michiel Postma is also not liable for damage as a result of mutilation, loss or destruction of data or documents.
- Unless compliance by Michiel Postma is permanently impossible, Michiel Postma’s liability due to attributable failure to comply with an Agreement only arises after the Client immediately gives Michiel Postma notice of default in writing, whereby a reasonable term for compliance is still set and Michiel Postma also after that term imputably continues to fail in the fulfillment of its obligations. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that Michiel Postma is given the opportunity to respond adequately.
Article 18 : Complaints
- A complaint with regard to work performed or the invoice amount must be submitted, on pain of forfeiture of all claims, within 30 days after the date of dispatch of the documents/invoice or information about which the Client complains, or if the Client demonstrates that he could not reasonably have discovered the defect earlier. , within 30 days after the discovery of the defect, to be notified in writing to Michiel Postma. The complaint must contain as detailed a description as possible of the shortcoming, so that Michiel Postma is able to respond adequately.
- In the event of a justified complaint, Michiel Postma has the choice between adjusting the price charged, improving or re-performing the relevant work free of charge or not (any longer) performing the Assignment in whole or in part against a refund of the amount paid by the Client. price already paid in proportion.
- A complaint does not suspend the payment obligation of the Client.
Article 19 : Indemnification
- The Client indemnifies Michiel Postma, its subordinates and auxiliary persons against claims from third parties with regard to intellectual property rights on materials or data provided by the Client.
- The Client indemnifies Michiel Postma against any claims from third parties who suffer damage in connection with the execution of the Agreement and which is attributable to the Client.
- The Client indemnifies Michiel Postma against claims from third parties due to damage caused by the fact that the Client has provided Michiel Postma with incorrect or incomplete information.
- The Client indemnifies Michiel Postma against all claims from third parties – including shareholders, directors, supervisory directors and personnel of the Client, as well as affiliated legal entities and companies and others involved in the organization of the Client – arising from or related to the activities of Michiel Postma on behalf of the Client.
- The Client indemnifies Michiel Postma against any claim by employees, employees of the Client or other third parties against Michiel Postma in connection with violation by the Client of the GDPR and related laws and regulations.
- The Client also indemnifies Michiel Postma against claims from third parties in which Michiel Postma is regarded as a co-perpetrator of the Client.
Article 20 : GDPR and privacy
- Personal data is exchanged between the Client and Michiel Postma. Both parties declare to comply with the General Data Protection Regulation (GDPR).
- Michiel Postma uses personal data for the following:
a) to maintain contact;
b) the execution of the Agreement/agreements;
c) for the exchange of personal data with third parties if this is necessary for the execution of the Agreement with the Client;
d) to carry out (targeted) marketing and sales activities, such as providing information about other products and services of Michiel Postma that may be of interest and relevance to the Client;
e) to analyze visitor behavior on the website;
f) to comply with a legal obligation;
g) For sending the newsletter
h) for proper business operations.
- Michiel Postma may engage third parties. These third parties may process personal data in the capacity of (sub) processor.
- Michiel Postma has taken adequate technical and organizational measures to protect personal data against loss or unlawful use.
- Inspection, correction and deletion of personal data that Michiel Postma processes about the relevant requester may be required. After the application, Michiel Postma will provide an overview of the personal data within four weeks. The request can be made in writing to the address of Michiel Postma. If there are inaccuracies in the registered personal data, Michiel Postma would like to receive a request for correction or deletion of the data. Michiel Postma can charge a statutory fee for the request for a statement.
- Michiel Postma only provides personal data to third parties if there is a legal obligation to do so or if this results from the Agreement or on the basis of permission.
Article 21 : Force majeure
- Force majeure with regard to the Agreement is understood to mean everything that is understood in the law and jurisprudence.
- Michiel Postma is not bound by its obligation under the Agreement if fulfillment has become impossible due to force majeure, under force majeure is understood: illness Michiel Postma, strikes, cancellation or delay of purchasing materials or of third parties / persons engaged by Michiel Postma, shortcoming or force majeure in suppliers, third parties, extreme weather conditions, fire, terrorism, electricity and/or internet interruptions or malfunctions.
- Michiel Postma is entitled to suspend the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without any obligation to pay compensation to the other party.
Article 22 : Expiration period
Claims and other powers of the Client for whatever reason towards Michiel Postma in connection with the performance of work by Michiel Postma will in any case expire one year after the moment at which the Client became or could reasonably have become aware of the existence of these rights and powers. .
Article 23 : Applicable law and choice of forum
All Agreements between Michiel Postma and the Client are exclusively governed by Dutch law. All disputes between Michiel Postma and the Client will be settled by the competent court in the district of Amsterdam. Nevertheless, Michiel Postma has the right to submit the dispute to the competent court according to the law.