Terms & Conditions

These general terms and conditions apply to all quotations and the establishment, content and fulfillment of all agreements to be concluded between DS Marketing as the contractor and clients. Deviations from this are only valid if agreed in writing.

If you have any questions about these conditions, we can be reached at:
e-mail: hello@ds-marketing.nl
phone: +31 634158672
Address: Reaumurstraat 41H, 1097RE, Amsterdam

Offers and quotes
All our quotations are without obligation, valid for a maximum of four weeks and are only binding for DS Marketing if they have been laid down in writing and agreed with the client in a signed order confirmation or online quotation.

Duration agreements
For certain services such as SEO, SEA, Social Media campaigns, website maintenance and purchasing design hours, DS Marketing works with continuing performance contracts in which it is agreed with the client that we carry out a process for a certain period. In consultation, this trajectory is completed for a number of hours specified in the quotation that will be spent on the trajectory in a certain period.

These agreements can always be terminated in writing up to one month before the end thereof. If they are not cancelled in time, they will continue with a new period of three (3) months, until they are cancelled in time.

Advertising sales rules
When selling advertisements, it is possible to use cookies. If cookies have to be placed and/or read for clients, clients themselves are fully responsible for complying with all applicable legislation and DS Marketing is indemnified by clients in the event of any liability claims or sanctions.

Clients undertake to fully comply with the applicable legislation regarding cookies and data analysis, such as those included in the Telecommunications Act, the Personal Data Protection Act and/or the General Data Protection Regulation. This will be demonstrated in writing at the request of DS Marketing.

We are not responsible or liable with regard to the content of advertisements or campaigns devised by the client.

Delivery times, adjustments, additional work and outsourcing
When executing assignments, work is often done in phases. A phase is completed if the client has agreed to it, or if the client has failed to reject the phase within the period provided for this by DS Marketing. From that moment on, the possibility to make changes in an earlier phase ends. This is only possible after consultation and agreement on any additional work.

DS Marketing does its utmost to comply with the agreed delivery terms, except in the absence of instructions, cooperation or materials required for compliance, longer consultation with the client than foreseen, illness or force majeure. If an agreed term threatens to be exceeded, this will be reported to the client.

If (a large part of) an assignment has to be changed at the request of the client, the client must pay for this, the current assignment will then be closed and a new quotation will be drawn up. A new price for the additional work will also be agreed upon.

In the event of additional work, the client will be contacted. Agreements are then made about the amount of additional work, the costs and the payment conditions.

DS Marketing reserves the right to outsource work to third parties. DS Marketing then acts as the main contractor.

If there are minor deviations in the product delivered by DS Marketing compared to what has been agreed, the client has in principle no right to rejection, discount, compensation or dissolution. DS Marketing is not obliged to keep the data or materials used after the assignment has been carried out.

Design approval
For design orders, we agree on a maximum number of proposals in the order confirmation or quotation. The client must make a choice from these proposals. Designing more proposals will result in additional work, for which the client will have to pay.

We ask the client for final approval of the design in question for each individual design (or for websites and/or apps, per page template). An approval contains the following elements:

• confirmation that the final design and all individual elements thereof have been seen and agreed to;
• confirmation that all adjustments that still need to be made by us after this approval are considered additional work;
• a confirmation that all approved elements will appear in the final website (including: text blocks, space for videos, Social Media share buttons, Twitter feeds, menus, logos, fixed images, contact forms or social media buttons).

Guarantee
DS Marketing offers a three (3) month warranty after the delivery of the products and/or services. Under warranty is understood that any known and/or unknown defects will be repaired by DS Marketing free of charge. After this term, a Service Level Agreement (SLA) or time card can be agreed. If it appears that there are defects, we will make every effort to repair them within a reasonable period at the request of the client. The Client cannot invoke the warranty if:

• the defects found are the result of user errors on the part of the client or third parties;
• changes have been made to our products and/or services in any way by the client or third parties;
• the client does not, not timely or not fully comply with its obligations under the agreement concluded with DS Marketing;
• data has been lost as a result of user errors by the client or third parties;
• there are products and/or services for which no guarantee can be given, such as work related to external design;
• DS Marketing is indemnified by the client against any claims from third parties in the event of defects.
• points which fall under additional work such as new functionalities.

Third parties
It sometimes happens that DS Marketing is dependent on the services of third parties, the functionalities of these services and the extent to which they are compatible when providing services.

It is possible that these services or functionalities do not go hand in hand with DS Marketing's own services. We will do everything we can to prevent this, but we do not guarantee this. DS Marketing is not responsible for this insofar as we are not obliged to find a solution for this sub-optimal functioning free of charge. We offer no guarantees for this.

Complaints and support
If there is a complaint, it must be reported to DS Marketing as soon as possible. We will then make every effort to resolve any complaints. Submitting a complaint does not change (the validity of) the payment obligations that the client has entered into with us.

Retention of title
All items that DS Marketing makes and/or delivers for the client remain its property until all amounts owed by the client to DS Marketing for our products and/or services have been paid in full.

The client is not permitted to grant rights of pledge on goods falling under this retention of title or to encumber them in any other way. If third parties seize the goods subject to retention of title or wish to establish or enforce certain rights thereon, the client must inform DS Marketing of this in writing within seven (7) days.

Intellectual property rights
DS Marketing is the owner of all intellectual property rights ("IP rights") that rest or arise on or around all products and services supplied. If the IP rights belong to third parties who have given us permission to use them, those IP rights remain with the relevant third parties at all times.

In order to nevertheless enable the reasonable use of the products and services, DS Marketing grants the client a non-exclusive and non-transferable right to use IP rights on or around those products and/or services.

This always happens under the resolutive condition that the client adheres to the obligations under this agreement. Only in certain exceptional cases and after payment of an additional fee, DS Marketing can transfer IP rights,

Without the prior written consent of DS Marketing, it is not permitted to adjust the result of an assignment, to use it more widely or in a different way than agreed or to enable third parties to do so. DS Marketing has the right to request an additional fee for this in such cases.

If the foregoing takes place without DS Marketing's permission, DS Marketing is entitled to compensation for this that is at least three (3) times the normal rate and that is in reasonable proportion to the relevant use. This does not affect any other rights, such as the right to payment of compensation for the full damage suffered as a result of this use.

If there are indications on our products and around our services that indicate that the IP rights concerned are held by DS Marketing or third parties engaged by it, it is not permitted to remove and/or affect these indications. DS Marketing has the broadest conceivable right to mention or have its name mentioned or removed during or around publicity around an assignment and may mention the result of this on its own website or via other channels.

The client is not permitted without prior, formal permission to deposit or register IP rights relating to DS Marketing's products and/or services.

Confidential information
The parties agree to take as many precautions as possible so that confidential information is kept secret.

Rates and payment terms
DS Marketing only concludes agreements if a fixed (hourly) rate has been agreed in advance, or if there is a fixed price. Agreements made with DS Marketing do not automatically apply to future (subsequent) assignments of the client.

In the case of a fixed price, DS Marketing will in principle only start the work after receipt of payment of an advance invoice of 50% of the agreed fixed price. During the work, DS Marketing prepares a new invoice, depending on the progress or the phase the assignment is in. The last part of a fixed price must always be paid prior to delivery. Each project is concluded with a specified final settlement.

In the case of a continuing performance contract, the monthly costs are always charged to clients at the beginning of each calendar month.

If DS Marketing purchases certain items and/or services from third parties for the execution of the order, the full associated costs must be paid 100% in advance by the clients. This payment obligation also applies to the production of printed matter.

The rates used by DS Marketing are always exclusive of VAT.

DS Marketing's (hourly) rates can be set by DS Marketing every year in January. This can only be different if this has been agreed in writing between the parties.

Payment must be made in full and no later than fourteen (14) days after the invoice date. Settlement of amounts invoiced by DS Marketing is not permitted. If the term of fourteen days is exceeded, the client is automatically in default and without notice of default. From that moment on, statutory interest will have to be paid on the outstanding amount. All costs resulting from late or non-obtaining of payment by the client are for the account of the client. Such collection costs always amount to at least 10% of the total invoice amount with a minimum of € 150.00 ex VAT.

When payment is made in instalments, DS Marketing has the right to (temporarily) suspend the services or the delivery of products in the event of late payment. In such a case, DS Marketing can apply a 'freeze', with which the client is denied access to or disposal of certain services and/or products. The freeze will only be lifted after the parties have entered into consultations and made agreements about the follow-up.

Obligations client
When DS Marketing carries out an assignment, client DS Marketing must:

• provide all necessary data and information in a timely manner;
• to provide full cooperation;
• to follow all instructions explicitly given to it;
• provide access to relevant third-party accounts, such as CRM systems, Google Adwords, Google Analytics accounts, etc.;
• fully and in writing of any regulations relevant to the execution of the assignment.

Cancellation options
If it is not possible to contact the client during the execution of the assignment, DS Marketing has the right to cancel the agreement after three (3) attempts to contact the client in writing within a minimum of two weeks. The hours spent on the relevant assignment up to that point will then be charged in accordance with the usual hourly rates. After termination, the Client can no longer derive any rights from the agreement with DS Marketing.

If the client does not provide DS Marketing with the necessary data and information, late or not in accordance with the agreements, or if the client does not comply with their obligation in any other way, DS Marketing has, after the client has been informed of this in writing, with a recovery period of fourteen (14) days. , the right to suspend the (further) execution of the assignment. If DS Marketing has to incur costs in connection with this, DS Marketing has the right to charge these costs at the usual hourly rates.

Data provided
DS Marketing is not responsible for the content, correctness, topicality, layout and circulation of material supplied to DS Marketing by the client. In addition, DS Marketing cannot be expected to be fully aware of all legislation that applies within the specific industry of the client. DS Marketing assumes that what is supplied by the client is in accordance with laws and regulations. The client indemnifies DS Marketing against any claims from third parties or authorities in this regard.

When newsletters, mailings and the like are sent, the client guarantees the correctness or validity of then the (email) addresses provided by it to which it is sent.

Use of music, images and videos
If music, images and/or videos are played and/or shown via the products we have developed, such as websites or applications, among other things, costs are usually charged for this by collective management organizations. These additional costs are not included in our rates and prices and are at all times separately for the account of the client. Clients indemnify DS Marketing for this.

Exclusivity
Orders given to DS Marketing are at all times exclusive and are not simultaneously given to other parties.

Relationship clause
In addition, the client will not enter into contractual relationships with employees of DS Marketing during the execution of an assignment and up to one (1) year thereafter and they will therefore not directly or indirectly employ them. This can only be deviated from with prior written approval by DS Marketing.

Violation of the aforementioned point by the client is subject to an immediately due and payable fine of € 20,000 per violation and a fine of € 2,500 per day that such violation continues. The payment of fines does not affect DS Marketing's right to claim full compensation. This also includes enforcement costs, irrespective of whether legal action is taken.

Privacy rules
The Client agrees with DS Marketing to comply with the applicable privacy rules as included in the specific Dutch and European laws drawn up for this purpose, such as the Wbp and from May 2018 the AVG. DS Marketing is not responsible for any violation of provisions of these regulations if they produce and send newsletters, mailings and the like at the request of clients. Clients indemnify DS Marketing for this.

This entails, among other things, that the client sufficiently informs third parties, provides access to them, corrects or deletes the data if necessary and keeps it technically and organisationally secure and does not do so for longer than necessary for the purpose for which they were obtained. That purpose must always be made known to third parties prior to obtaining permission and may not be changed in the meantime without renewed permission.

DS Marketing is at all times willing to cooperate in any way and where possible in order to meet the aforementioned requirements and to enter into separate processing agreements with the client in order to bring things even better in accordance with laws and regulations.

By involving us in the processing of personal data, clients acknowledge that they have informed themselves that our technical and organizational security measures are in order according to the state of the art and they declare that they will not hold DS Marketing liable if a security incident should nevertheless occur. .

In the event that DS Marketing is fined by the Dutch Data Protection Authority as a result of processing personal data on behalf of a client, we will be indemnified by the client. In addition, DS Marketing reserves the right to charge costs to the client for work on this point.

Liability DS Marketing
In the event of an attributable shortcoming in the performance (Article 6:74 of the Dutch Civil Code), DS Marketing is only obliged to compensate damage insofar as this arises from the law.

In those cases, the amount that DS Marketing must pay in compensation will never exceed the amount that DS Marketing has received from the client for the performance of the agreement. The VAT is not included here. In the event of a continuing performance contract, the amount that DS Marketing must pay in compensation on the basis of a shortcoming in compliance will never exceed the amount agreed for our performance in the period of three (3) months prior to the moment that DS Marketing has failed to perform.

If DS Marketing, one or more of its employees or a subordinate for whom it is responsible is guilty of a general wrongful act towards the client (Article 6:162 of the Dutch Civil Code), DS Marketing is only liable for the damage caused as a result of is intentional or grossly negligent by DS Marketing. In that case, DS Marketing will never be reimbursed for more per (series of related) event(s) than the amount it received for the execution of the agreement. This does not include VAT. This amount is never higher than € 5,000.

DS Marketing cannot be held liable for matters beyond its control. This also includes disappointing results from advertising campaigns. If DS Marketing has made forecasts in this context, these are always non-binding estimatesst and DS Marketing cannot be held accountable for this.

These third parties must be held liable for damage resulting from acts or omissions by third parties. If DS Marketing is engaged to repair such damage, additional work will be charged separately.

All amounts that DS Marketing may have to pay to the client in the form of compensation are reduced by any debits previously provided by DS Marketing to the client.

In addition to the aforementioned items, DS Marketing is never liable for consequential damage, delay damage, damage due to loss of profit, lost savings or business interruption, loss of data, damage as a result of not meeting a delivery period as a result of changed circumstances, damage that is the result of insufficient cooperation or following our instructions, or the provision of incorrect data or information.

DS Marketing can in all cases only be liable for damage if they have been informed of this in writing as soon as reasonably possible after the damage has occurred. In addition, DS Marketing's liability never extends beyond the amount paid out by the insurer. DS Marketing's liability is limited for anything more than that.

Any liability expires two years after the assignment has ended by completion, cancellation or dissolution.

Force majeur
Force majeure: all external causes that cannot reasonably be foreseen and as a result of which DS Marketing is no longer able to (fully) fulfill its agreements.

This includes, among other things: strikes, illness of both its own people and third parties engaged, staff shortages, fire, operational and technical failures within the office or at external parties engaged by the client, not having sufficient or incorrect data, or when insufficient cooperation is granted.

During force majeure, all delivery and other obligations of DS Marketing are suspended. If the period in which fulfillment due to force majeure lasts longer than four (4) weeks, the parties are entitled to dissolve the agreement without the intervention of a court, without this meaning that one of the parties is liable to pay compensation to the other.

If DS Marketing has already performed work when the force majeure and/or dissolution occurs, it has the right to invoice this separately and the client is also obliged to pay the relevant invoice. This invoice is then deemed to arise from an independent agreement with DS Marketing.

Premature termination of assignment
Apart from the right to compensation, both parties may in some cases terminate the agreement in writing without notice of default or a court order. This is the case with:

• suspension of payment;
• bankruptcy (application);
• liquidation or termination of the company.
  This does not apply to mergers, acquisitions and the like. Apart from the right to compensation, both parties can terminate the agreement in writing with immediate effect without a court ruling or suspend the (further) performance of work if the other – always after a notice of default with a term of fourteen (14) days for repair – imputably fails to fulfill its essential obligations under the agreement.

Apart from the right to compensation, DS Marketing can terminate the agreement in writing with immediate effect without a court order or suspend the (further) performance of work if the client has provided false and/or incorrect personal data or has concluded the agreement under false pretenses.

A dissolution, by the parties themselves or by the court, never has retroactive effect. Both when we suspend the work and when the agreement is dissolved, the client is obliged to reimburse the (preparatory) work reasonably performed by us, which also includes the obligations entered into with third parties. If there is a down payment, it will be deducted from the costs for these transactions.

All this does not affect DS Marketing's rights under the law or this agreement, including the right to compensation on the basis of loss of profit or of the damage resulting from the dissolution. Any claim that DS Marketing has or will have against the client on the basis of this will be immediately due and payable.

If the assignment is dissolved or terminated, any quantity discounts granted will lapse. Those discounts are After all, those discounts are based on the fact that DS Marketing has been awarded several orders. In such a case, DS Marketing has the right to charge the client separately for the discount provided.

Applicability
These general terms and conditions apply to all offers, quotations, assignments, agreements and activities made or exchanged between DS Marketing and the client. DS Marketing's services include all design (including logos and corporate identities), advertising, marketing (including SEO and online advertising), copywriting, printing, web development, hosting and consultancy services.
If clients have purchasing or other conditions, we reject these by default. Deviation from these terms and conditions is only possible in writing.
Should any part of these terms and conditions be found to be void or destroyed for any reason, all other parts will remain in full force and effect. In that case, the parties will enter into consultation with the aim of drawing up a replacement provision for this. The basic principle here is that the purpose and purport of the part that is no longer valid is taken into account as much as possible.
DS Marketing has the right to amend, supplement or remove parts from these general terms and conditions at any time and without having to announce this in advance. Changes will be made known in writing or by e-mail and will come into effect one month after this announcement.
If clients do not want to accept the general terms and conditions announced in this way, the right to terminate the agreement arises, but only until the new conditions come into effect. Cancellation can only be made in writing by registered letter to DS Marketing's office address.

Disputes and Applicable Law
Dutch law applies to all services provided by DS Marketing and the agreements it makes in this regard. Disputes can only be submitted to the competent court in Amsterdam. Dutch law applies.