Terms and conditions
Welcome to Charge Marketing! We are delighted that you are considering partnering with us to achieve your objectives. Before we embark on our partnership, it is important that we have a common understanding of the rules and responsibilities that will guide us during our collaboration. Our terms and conditions establish clear guidelines and expectations to ensure that our collaboration proceeds smoothly and successfully. We aim for transparency and open communication, and we are here to answer any questions. Let’s work together to achieve your marketing and business goals!
Company details
Name: Charge Marketing
Chamber of Commerce (KVK): 90370597
VAT Number (BTW): NL865292553B01
Article 1: General
Article 2: Applicability
Article 3: Formation of agreements
Article 4: Offers and quotations
Article 5: Execution of the agreement
Article 6: Specific provisions regarding SEA and SEO
Article 7: Specific provisions regarding digital analytics and conversion optimization
Article 8: Specific provisions regarding display advertising and social media
Article 9: Amendment of the agreement
Article 10: Duration of the contract and execution period
Article 11: Progress of the agreement
Article 12: Equipment and software
Article 13: Compensation
Article 14: Confidentiality
Article 15: Complaints
Article 16: Intellectual property
Article 17: Liability
Article 18: Payment
Article 19: Collection costs
Article 20: Communication
Article 21: Retention of ownership
Article 22: Cessation of use
Article 23: Return of provided items
Article 24: Force majeure
Article 25: Suspension, termination, and dissolution
Article 26: Recruitment of personnel
Article 27: Dispute resolution and applicable law
Article 28: Amendment of the terms
These general terms and conditions apply to Charge Marketing
2.1 These general terms and conditions apply to all quotations and agreements between Charge Marketing and the client/customer, in which Charge Marketing supplies products or provides services, regardless of their nature or designation.
2.2 Parties may deviate from these general terms and conditions. Such deviating conditions become part of the agreement between the parties only if both parties expressly agree to this in writing.
2.3 By “in writing” in these general terms and conditions, it is also meant: email, fax, or any other communication method that is equivalent to written communication according to the prevailing technological and societal standards.
2.4 The silent acceptance and retention of a quotation or order confirmation that refers to these terms and conditions shall be deemed as consent to their application.
2.5 The possible inapplicability of a provision in these general terms and conditions does not affect the validity of the other provisions.
3.1 An agreement is only concluded after an offer from Charge Marketing has been accepted, or at the moment Charge Marketing has commenced performance with the consent of the Client.
3.2 Oral agreements with Charge Marketing are binding only after they have been confirmed in writing by Charge Marketing.
3.3 Additions or modifications to the general terms and conditions, as well as changes or additions to the agreement, are binding only after written confirmation by Charge Marketing.
4.1 All offers, quotations, or price quotes from Charge Marketing are non-binding and automatically expire after a period of 30 days, unless Charge Marketing indicates otherwise within that period or does not uphold the offer, quotation, or price quote any longer. If a quotation or offer contains a non-binding proposal and is accepted by the Client, Charge Marketing reserves the right to revoke the offer within 5 working days after receiving the acceptance.
4.2 The prices used by Charge Marketing, as well as the prices stated in offers, quotations, price quotes, etc., are exclusive of VAT and any additional costs unless otherwise stated or agreed upon. These additional costs may include, but are not limited to, travel expenses, transportation costs, and third-party expenses.
4.3 Images and descriptions in offers, on the Charge Marketing website, brochures, catalogs, drawings, models, color indications, dimensions, and other information serve as an indication and are as accurate as possible. No rights can be derived from this unless expressly agreed otherwise in writing by the parties.
4.4 The intellectual property rights of the images, brochures, catalogs, drawings, etc., mentioned in the previous paragraph of this article, always remain the property of Charge Marketing unless the parties expressly agree otherwise in writing. These must be returned at the request of Charge Marketing and may not be reproduced or shown to third parties without the written permission of Charge Marketing.
4.5 Quotations and prices are not automatically valid for future assignments.
4.6 Charge Marketing cannot be bound by quotations or offers if it is reasonably understood that there is a manifest mistake or typographical error in the quotations or offers, or any part thereof.
5.1 Charge Marketing will carry out the agreement to the best of its insight and ability, in accordance with the requirements of good craftsmanship.
5.2 If necessary for the proper execution of the agreement, Charge Marketing has the right to have certain activities carried out by third parties.
5.3 The Client is responsible for providing all data necessary for the execution of the agreement in a timely manner, as indicated by Charge Marketing. If the required data is not provided in a timely manner, Charge Marketing has the right to suspend the execution of the agreement or charge the Client for the additional costs resulting from the delay according to standard rates.
5.5 Charge Marketing is not liable for any damages of any kind arising from the use of incorrect or incomplete data provided by the Client.
5.6 If Charge Marketing or third parties engaged by Charge Marketing carry out activities at the Client’s location or at a location designated by the Client, the Client must provide, at no cost, the facilities reasonably required by these employees.
5.7 The Client indemnifies Charge Marketing against any claims from third parties who suffer damage in connection with the execution of the agreement. If Charge Marketing is held liable by third parties for this reason, the Client is obliged to assist Charge Marketing both extrajudicially and judicially and to take immediately all measures reasonably expected from the Client. If the Client is negligent in taking adequate measures, Charge Marketing has the right to do so itself without the need for notice of default. All costs and damages on the part of Charge Marketing and third parties resulting from this are entirely at the expense and risk of the Client.
6.1 For the duration of the agreement, the Client grants Charge Marketing exclusive authority to perform SEO activities and conduct SEA campaigns. “SEA campaigns” refer to advertising campaigns on platforms such as Google AdWords and Bing Ads. “SEO activities” include all advisory and/or executive activities aimed at improving the (technical) structure of the Client’s website(s), as well as all activities focused on enhancing the authority or relevance of the website(s) in search engines based on (link) references from external websites (also known as “link building” or “authority building”).
6.2 The Client grants Charge Marketing an exclusive power of attorney to perform all actions that Charge Marketing deems necessary for setting up and managing SEA campaigns and performing SEO activities. If third parties perform SEA- and SEO-related activities for the Client, the Client must promptly inform Charge Marketing.
6.3 Charge Marketing will make best efforts to achieve optimal positioning in the agreed-upon search engines but does not guarantee specific results, in accordance with the guidelines set by the search engines. All statements by Charge Marketing regarding potential results of SEO activities are indicative in nature, and the Client cannot derive any rights from them. The Client also acknowledges that the success of SEO activities depends in part on the implementation of recommended activities and/or changes to the Client’s website(s) by Charge Marketing and agrees to implement these recommendations to the best of its ability and within a reasonable time after delivery.
6.4 The costs incurred in connection with SEA campaigns by the search engines should, in principle, be paid directly by the Client to the respective advertising platform, without the involvement of Charge Marketing. Charge Marketing cannot be held responsible for the consequences of payment delays and insufficient balances on the part of the Client.
6.5 The Client must adhere to the terms and conditions, specific regulations, and editorial guidelines set by search engines and other relevant parties for advertisers and website owners. Charge Marketing is not responsible for the consequences of the Client’s violation of these regulations.
7.1 Charge Marketing will make efforts to ensure the data quality and integrity of the information collected on the Client’s website(s). However, it is the responsibility of the Client to ensure the proper technical implementation of the software and/or tools through which this data is collected on their own website, whether or not based on advice from Charge Marketing.
7.2 The analysis and reporting of findings and recommendations by Charge Marketing to the Client will occur at the frequency and format specified in the quotation, project proposal, or agreement underlying the collaboration. If no specific reporting method has been agreed upon, reports will be provided in Dutch and/or English, following the standards of good craftsmanship. In the absence of a specific reporting medium, Charge Marketing will determine the medium used for reporting.
The Client declares that:
8.1 The advertising material provided by the Client or third parties engaged by the Client complies with IAB standards, is free of technical defects, and is suitable for the use of performance measurement and control systems (including “tagging”).
8.2 The information provided by the Client is accurate and complete, and the Client will make it available to Charge Marketing in a timely and complete manner. Additionally, the Client will provide all reasonable cooperation necessary for the execution of the Agreement.
8.3 The Client will at all times act in accordance with applicable national and international laws and regulations, advertising codes, (property) rights, or third-party conditions. The Client will take all necessary measures for this purpose.
8.4 During the term of the Agreement, the Client will not modify, obscure, or remove the placed measurement systems, provided usernames, and passwords for monitoring results. The Client will carefully safeguard these, not disclose them to third parties, and protect against unauthorized use. In case of unauthorized use or at the request of Charge Marketing, the Client will immediately take all necessary measures to stop such use.
8.5 The Client indemnifies Charge Marketing against any claims from third parties resulting from the Client’s breach of the above obligations.
8.6 The Client acknowledges that Charge Marketing may use third-party software for the execution of the agreement. The Client declares agreement with the terms and conditions associated with the use of this specific software.
8.7 For the calculation of the agreed fees, Charge Marketing’s administration and measurement systems are decisive, unless the Client’s measurement systems indicate a higher calculation. In that case, the due fee will be calculated based on reasonably estimated measurement results.
8.8 After the termination of an Agreement, regardless of the reason, the Client is obliged to immediately remove all placed tags or “measurement codes,” both on their own websites and on any third-party websites where these tags are placed, except for tags owned by the Client.
8.9 If the Client uses Charge Marketing’s (user) licenses to purchase media, the Client accepts full responsibility for the execution and financial consequences. The Client must strictly follow Charge Marketing’s written instructions, but these instructions do not fully or partially exempt the Client from ultimate responsibility. The Client is liable for all direct or indirect damage suffered by Charge Marketing as a result of the Client’s execution, and this damage will be fully compensated. The Client must ensure that payments to Charge Marketing are made according to the agreed payment schedule and/or the specified payment terms. Any delay in meeting the agreed payment terms gives Charge Marketing the right to terminate the Agreement without prior written notice and temporarily or permanently suspend the execution. Charge Marketing is not in any way responsible for the possible consequences of this termination or cessation of execution.
9.1 If, during the execution of the agreement, it becomes apparent that changes or additions to the work are necessary for proper implementation, the parties will adjust the agreement accordingly in a timely manner and through mutual consultation.
9.2 If the parties reach an agreement on changes or additions to the agreement, this may affect the originally agreed completion date of the execution. Charge Marketing will inform the Client as soon as possible about any such changes.
9.3 If the proposed changes or additions have financial implications, Charge Marketing will inform the Client in advance of these consequences.
9.4 If a fixed fee has been agreed upon, Charge Marketing will indicate to what extent the proposed changes or additions will result in exceeding this fee.
10.1 Agreements are initially entered into for a period of 12 months, unless otherwise agreed in writing by both parties. After the expiration of the original contract duration, agreements are automatically renewed for the same duration.
10.2 Stated deadlines for the completion of an assignment are not considered strict deadlines unless explicitly agreed otherwise in writing between the parties. If Charge Marketing anticipates that it cannot fulfill its obligations within the specified timeframe, it will inform the Client as soon as possible.
10.3 Charge Marketing reserves the right to request advance payment or security from the Client regarding the fulfillment of financial obligations before services are provided.
10.4 Exceeding a delivery deadline is not considered a default attributable to Charge Marketing and does not justify the termination of the agreement by the Client. Similarly, Charge Marketing is not liable for compensating any damages incurred by the Client due to a longer delivery period.
11.1 Charge Marketing is only obliged to commence the execution of the assignment after obtaining all necessary data and receiving the agreed-upon payment terms. If delays arise as a result of this, the agreed delivery deadlines and contract duration will be adjusted proportionally. Charge Marketing reserves the right to suspend the work without affecting the Client’s obligation to fulfill its payment obligations.
11.2 If the provision of services is hindered, through no fault of Charge Marketing, from occurring normally or without interruption, Charge Marketing is entitled to charge the resulting costs to the Client.
12.1 The Client is responsible for obtaining the necessary equipment and other facilities required to receive the services from Charge Marketing. This is done at the Client’s own risk. The costs for communication incurred in this process are the responsibility of the Client.
13.1 Charge Marketing and the Client can agree on a fixed fee for the work to be performed or determine the fee based on the actual hours spent afterward. The amount of the fixed fee or the applicable hourly rate will be documented in writing. Additionally, there is the possibility for parties to make the fee partially dependent on the outcome of the assignment. This can only occur when the specific details are agreed upon in writing.
13.2 If no written agreement is established for the fee, Charge Marketing is entitled to determine the fee based on its customary (hourly) rates applicable during the execution of the work. The customary (hourly) rates are specified in the quotation and/or agreement and are valid as of January 1 of the year in which the work commenced. For agreements lasting more than two months, the due fee may be invoiced monthly.
13.3 The applied prices and/or hourly rates are periodically revised based on wage and inflation figures, typically on January 1 and/or July 1.
13.4 Media expenses (also known as “media buying costs”) should generally be paid directly by the Client to the respective advertising platform, such as Google AdWords or Facebook.
14.1 Beide partijen zijn verplicht om alle vertrouwelijke informatie die zij verkrijgen van elkaar of van andere bronnen in verband met de overeenkomst, confidentieel te behandelen. Informatie wordt als vertrouwelijk beschouwd wanneer deze is bekendgemaakt door de andere partij of wanneer de vertrouwelijke aard ervan duidelijk is.
14.2 De Opdrachtgever mag de vertrouwelijke informatie niet kopiëren of op andere wijze aan derden verstrekken zonder voorafgaande schriftelijke toestemming van Charge-Marketing
14.3 De Opdrachtgever mag de vertrouwelijke informatie niet voor een ander doel gebruiken dan het doel waarvoor deze door Charge-Marketing is verstrekt, en mag deze informatie niet op andere wijze toepassen dan aangegeven door Charge-Marketing De Opdrachtgever mag geen wijzigingen aanbrengen in documenten of materialen die vertrouwelijke informatie van Charge-Marketing bevatten.
14.4 De Opdrachtgever is verplicht ervoor te zorgen dat zijn werknemers, agenten en onderaannemers die noodzakelijkerwijs kennis nemen van de vertrouwelijke informatie, schriftelijk gebonden zijn aan dezelfde geheimhoudingsverplichtingen als de Opdrachtgever, voordat zij toegang krijgen tot de vertrouwelijke informatie.
14.5 Bij overtreding van één of meer verplichtingen uit dit artikel is de Opdrachtgever aansprakelijk jegens Charge-Marketing voor een direct opeisbare boete van € 5.000,00 per overtreding, voor elke dag dat de overtreding voortduurt. Deze boete laat het recht van Charge-Marketing om volledige schadevergoeding te eisen volgens de wet onverlet.
14.6 De bepalingen van dit artikel blijven van kracht, zelfs na beëindiging of ontbinding van de overeenkomst.
15.1 Complaints regarding the executed work must be reported in writing by the Client within 14 days of discovery, but no later than 30 days after the completion of the relevant work to Charge Marketing. If the complaint is not reported within this period, the Client is deemed to have fully accepted the outcome of the assignment. The complaint letter should contain a detailed description of the deficiency so that Charge Marketing can respond appropriately.
15.2 If the complaint is valid, Charge Marketing will carry out the work as agreed, unless it has become demonstrably pointless for the Client in the meantime. The Client must communicate this in writing. If it is no longer possible or meaningful to carry out the agreed work, Charge Marketing will only be liable within the limits of Article 17.
15.3 Submitting a complaint does not affect the payment obligations of the Client.
15.4 If a complaint is reported outside the specified period, the Client is no longer entitled to have the complaint processed or to compensation.
15.5 If it is found that a complaint is unfounded, all costs arising from it, including investigation costs, will be fully borne by the Client.
16.1 All copyrights and other intellectual property rights related to the services provided by Charge Marketing are owned by Charge Marketing. The Client acknowledges these rights and will refrain from any infringement. Upon written request, all copyrights and other intellectual property rights related to, among others but not limited to, Google AdWords, Google Analytics, and similar online accounts will be transferred to the Client, provided that the Client has fulfilled all payment obligations.
16.2 All copyrights and other intellectual property rights related to the (online) tools and/or software provided by Charge Marketing to the Client are exclusively owned by their respective owners. The Client only obtains the right to use them in accordance with the specific applicable terms of use, of which the Client is deemed to be aware.
16.3 All documents provided by Charge Marketing are intended solely for the use of the Client. The Client is not allowed to disclose or reproduce information obtained from Charge Marketing in any form, unless expressly permitted in writing by Charge Marketing.
16.4 All documents provided by Charge Marketing in the context of the project remain the property of Charge Marketing. Upon termination or cancellation of the contract, Charge Marketing may request the Client to destroy or return these documents.
16.5 The Client indemnifies Charge Marketing against all claims from third parties regarding intellectual property rights on the information and documents provided by the Client and used in the execution of the agreement.
16.6 Charge Marketing retains the right to use the knowledge gained during the execution of the work for other purposes, as long as it does not involve the disclosure of confidential information from the Client to third parties.
17.1 The Client is responsible for the accuracy and completeness of the data provided to Charge Marketing during the establishment and execution of the agreement. The Client will immediately notify Charge Marketing in writing of any changes to the provided data. Charge Marketing is not liable for claims from the Client and/or third parties arising from or related to incorrect and/or incomplete data provided by the Client, or changes to the provided data not promptly reported to Charge Marketing.
17.2 Any liability of Charge Marketing, including its employees and individuals engaged by Charge Marketing in the execution of the assignment, is limited to the amount covered by Charge Marketing’s professional or business liability insurance in the relevant case, including Charge Marketing’s deductible.
17.3 If Charge Marketing’s professional or business liability insurance does not provide coverage in a specific case, the liability of Charge Marketing, including its employees and individuals engaged by Charge Marketing in the execution of the assignment, is limited to the total amount of fees that Charge Marketing has received from the client during the month preceding the damage-causing incident. This limitation of liability applies per year, regardless of the number of damage-causing incidents.
17.4 The Client indemnifies Charge Marketing against any claims from third parties who suffer damage in connection with the execution of the agreement and whose cause is attributable to the Client.
17.5 Charge Marketing is not liable for any damage suffered by the Client or third parties due to incorrect, incomplete, or untimely provided information by the Client.
17.6 Charge Marketing is not liable for any damage resulting from errors in the software or other computer programs used by Charge Marketing.
17.7 Charge Marketing is not liable for any damage resulting from the fact that sent (email) messages from the Client have not reached Charge Marketing.
17.8 Charge Marketing’s liability for indirect damage is excluded. Indirect damage is understood to mean all damage that is not direct damage, including but not limited to consequential damage, loss of profits, missed savings, reduced goodwill, damage due to business interruption, damage resulting from the failure to achieve marketing goals, damage related to the use of data or data files prescribed by the client, and loss, damage, or destruction of data or data files.
17.9 Charge Marketing is not liable for the damage, loss, or destruction of objects, materials, image, or word data in any form, provided by the Client or on behalf of the Client, or produced by third parties at the request of the Client.
17.10 Advice provided by Charge Marketing constitutes best efforts and not guarantees of specific results. Charge Marketing is therefore not liable if the desired result is not achieved when providing advice.
17.11 Charge Marketing accepts no liability for the loss or alteration of data supplied via digital media or email. The Client or third parties engaged by the Client must always check this data for accuracy and completeness.
17.12 Charge Marketing accepts no liability for the content of websites or multimedia productions created by it.
17.13 Charge Marketing accepts no liability for the possible presence of viruses on information carriers it supplies or in data or software delivered or downloaded via the internet. The Client must check the provided information carriers, data, or software for the presence of viruses.
17.14 Charge Marketing assumes no liability for information, freeware, and shareware made available via the internet or intranet. Charge Marketing accepts no responsibility for the accuracy of the available information or for the correct functioning of the present software, nor for the consequences thereof.
17.15 Unless performance by Charge Marketing is permanently impossible, Charge Marketing’s liability for an attributable failure to perform the Agreement arises only if the Client immediately notifies Charge Marketing in writing of the default, setting a reasonable period for remedying the default, and Charge Marketing remains in default of its obligations after that period. The notice of default must contain as complete and detailed a description of the default as possible, so that Charge Marketing can respond adequately.
17.16 Any claim for damages by the Client against Charge Marketing that is not specified and explicitly reported lapses automatically after a period of twelve (12) months from the arising of the claim.
18.1 Objections to the amount of the invoices do not have a suspensive effect on the payment obligation and must be communicated to Charge Marketing in writing within 14 days after the invoice date.
18.2 Unless otherwise agreed, in a web design project, 40% of the invoice amount is invoiced in advance, and 60% once the website meets the following conditions:
a) The website is delivered and/or prepared in a staging environment, and Charge Marketing has completed the design and development work.
b) The website goes live at the client’s request, regardless of any outstanding work.
18.3 After 6 months, the full amount is invoiced, regardless of whether the website is live or not.
18.4 For a website on installment, the installment is collected monthly via a SEPA direct debit.
18.5 For website maintenance, the costs for the packages are collected via a SEPA direct debit. The direct debit is executed during the month, usually in the first or third week.
18.6 The Client must make the due payments to Charge Marketing without deduction or set-off, except for offsetting with any offsettable advances provided to Charge Marketing regarding the agreement. The Client is not entitled to suspend payment of invoices for work already performed.
18.7 If the Client defaults on payment of the invoices within the specified payment term, the Client, in addition to the amount due, owes an interest rate equal to the statutory (commercial) interest, increased by 2% (two percent) per month.
18.8 In case of liquidation, bankruptcy, attachment, or suspension of payment by the Client, Charge Marketing’s claims against the Client become immediately due and payable.
18.9 Charge Marketing has the right to offset the payments received from the Client firstly against the costs, then against the outstanding interest, and finally against the principal and current interest. If the Client wishes a different order for the allocation of payments, Charge Marketing may refuse the payment offer without being in default. Complete repayment of the principal may be refused by Charge Marketing if the outstanding interest and costs are not also paid.
18.9 If a SEPA direct debit is refused, reversed, or not accepted, we will charge administration costs of €10.00 with the next SEPA direct debit payment/invoice.
19.1 If the Client defaults or neglects to fulfill its obligations towards Charge-Marketing, all costs for obtaining satisfaction out of court shall be borne by the Client. These costs include, among other things, the preparation of reminders, summonses, as well as actual legal and bailiff costs. The costs amount to at least 15% (fifteen percent) of the total amount of the overdue invoice that is not paid within the payment term.
19.2 If Charge-Marketing demonstrates that higher costs have been incurred than the percentage mentioned above, the Client is also obligated to pay the excess to Charge-Marketing.
19.3 Additionally, the Client is responsible for all costs incurred by Charge-Marketing, including but not limited to actual attorney fees and court fees in connection with legal proceedings, regardless of the number of instances, unless these costs are excessive in relation to the prevailing rates of, for example, attorneys, and unless Charge-Marketing has been conclusively judged to be in the wrong in a final court decision.
20.1 If the Client has sent a digital message to Charge-Marketing, they may only rely on the receipt of this message by Charge-Marketing after the Client has received a confirmation of receipt, other than an automatic acknowledgment.
20.2 The general information provided by Charge-Marketing, both online and at the request of the Client, is non-binding and should not be considered as advice from Charge-Marketing in the context of an assignment, unless expressly stated otherwise by Charge-Marketing or it concerns specific advice tailored to the personal situation of the Client.
20.3 As long as the Client has not communicated a change of address to Charge-Marketing, Charge-Marketing may assume that the Client can be reached at the address provided at the start of the assignment, including the email address.
21.1 Charge-Marketing retains ownership of the delivered and yet-to-be-delivered goods under the agreement until the Client has fulfilled all payment obligations to Charge-Marketing related to these goods. These payment obligations include the agreed-upon price, as well as all claims related to performed activities under the agreement and any damages due to shortcomings on the part of the Client.
21.2 The Client is only allowed to resell the goods subject to retention of title within the normal course of business.
21.3 If Charge-Marketing invokes the retention of title, the respective agreement is deemed to be dissolved, without prejudice to Charge-Marketing’s right to claim compensation, lost profits, and interest.
21.4 The Client is obligated to immediately inform Charge-Marketing in writing if third parties make claims to goods covered by this retention of title.
22.1 Charge-Marketing reserves the right to (temporarily) disable delivered products and/or services and/or restrict their use if the Client fails to meet an obligation to Charge-Marketing arising from the agreement or violates the general terms and conditions. The obligation to pay the due amounts remains in effect even during the suspension of use.
22.2 Charge-Marketing activates the product and the associated service once the Client has fulfilled their obligation and paid the specified amount for the product or service.
23.1 If Charge-Marketing has provided items to the Client during the execution of the assignment, the Client is obliged to return these items in their original condition, free from defects, and complete at the request of Charge-Marketing within 14 days. If the Client fails to fulfill this obligation, all resulting costs shall be borne by the Client.
23.2 If, for any reason, the Client fails to meet the obligation mentioned in point 1 after a reminder, Charge-Marketing has the right to recover the resulting damage and costs, including replacement costs, from the Client.
24.1 In the event of force majeure, Charge-Marketing has the right to suspend the execution of the agreement or to terminate the agreement without the intervention of a court, without any obligation for compensation. If the force majeure situation occurs after the agreement has been partially executed, the Client remains obliged to fulfill its obligations towards Charge-Marketing up to that point. All costs incurred by Charge-Marketing up to that moment become immediately and fully due.
24.2 Circumstances considered as force majeure include, among others: war, riots, mobilization, domestic and foreign unrest, government measures, strikes and lockouts by workers, disruption of currency relations that existed at the time of entering into the agreement, weather conditions, business interruptions due to fire, accidents, or other incidents, and natural disasters, whether these circumstances occur at Charge-Marketing, its suppliers, or third parties engaged by it for the performance of the commitment.
25.1 Charge-Marketing reserves the right to terminate the agreement in writing at any time.
25.2 Agreements are automatically renewed for the same contract period unless the agreement is terminated according to Article 25, Section 3.
25.3 Termination must be made in writing with a notice period of 2 calendar months, with termination at least 2 months before the beginning of the month, unless otherwise agreed.
25.4 Agreements cannot be terminated prematurely. Termination can take place before the renewal of a contract as mentioned in Article 25, Section 3.
25.5 In the case of agreements for an indefinite period, the Client must observe a notice period of 2 calendar months.
25.6 If the Client terminates a fixed-term agreement prematurely, Charge-Marketing is entitled to compensation for the loss of occupancy, which must be substantiated. This compensation amounts to 50% of the regular fee calculated over the remaining original term of the agreement. In addition, the Client is obliged to pay the invoices for the work performed up to that point. The provisional results of the work performed up to that point are made available to the Client with reservation.
25.7 Charge-Marketing has the right to suspend the performance of obligations or terminate the agreement in the following cases: the Client fails to fulfill the obligations under the agreement, either partially, not entirely, or not in a timely manner; circumstances come to light after the conclusion of the agreement that give good reason to fear that the Client will not fulfill the obligations; the Client has been asked to provide security for the performance of its obligations under the agreement, but this security is lacking or insufficient; due to delay on the part of the Client, Charge-Marketing can no longer reasonably expect that the agreement will be fulfilled under the originally agreed conditions, in which case Charge-Marketing is entitled to terminate the agreement.
25.8 Furthermore, Charge-Marketing is authorized to terminate the agreement if circumstances arise that make the performance of the agreement impossible or if there are other circumstances that cannot reasonably be expected to allow Charge-Marketing to maintain the agreement.
25.9 Upon termination of the agreement, all claims of Charge-Marketing against the Client become immediately due. If Charge-Marketing suspends the performance of obligations, it retains its rights under the law and the agreement.
25.10 If Charge-Marketing proceeds to suspension or termination, it is in no way obliged to compensate for the resulting damage and costs.
25.11 If the termination is attributable to the Client, Charge-Marketing is entitled to compensation for direct and indirect damages, including costs, incurred as a result.
25.12 If the Client fails to fulfill its obligations under the agreement and this non-fulfillment justifies termination, Charge-Marketing has the right to terminate the agreement immediately and with immediate effect, without any obligation to pay compensation or compensation on its part. On the other hand, the Client is obliged to pay compensation or compensation for breach of contract.
25.13 If the agreement is terminated prematurely by Charge-Marketing, Charge-Marketing will, in consultation with the Client, ensure the transfer of work yet to be performed to third parties. This is unless the termination is due to the Client. If the transfer of the work entails additional costs for Charge-Marketing, these costs will be passed on to the Client. The Client is obliged to pay these costs within the specified period unless Charge-Marketing indicates otherwise.
25.14 In the event of liquidation, (application for) suspension of payments, bankruptcy, seizure (if the seizure is not lifted within three months) against the Client, debt restructuring, or any other circumstance that prevents the Client from freely disposing of its assets, Charge-Marketing has the right to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation to pay compensation or compensation on its part. The claims of Charge-Marketing against the Client are immediately due in that case.
25.15 If the Client cancels a placed order in whole or in part, the ordered or prepared items, together with any costs already incurred, lost profits, and the reserved working hours for the performance of the agreement, will be fully charged to the Client.
25.16 Charge-Marketing is not obliged to accept changes in the execution of a provided project or assignment if a Client wishes them. In that case, Charge-Marketing has the authority to cancel the assignment. The Client is liable for the damage incurred by Charge-Marketing, including loss of profit and costs incurred.
25.17 Websites built by Charge-Marketing may only be managed by Charge-Marketing unless otherwise agreed.
25.18 For websites built by Charge-Marketing, Charge-Marketing determines the hosting location of the website unless otherwise agreed.
25.19 For websites built by Charge-Marketing, domains are registered and managed under Charge-Marketing’s management, according to the registry authority chosen by Charge-Marketing unless otherwise agreed.
25.20 A fee of €250 is charged for moving a website from Charge-Marketing.
25.21 When moving a website or canceling a website management package, Charge-Marketing reserves the right to unlink all linked licenses or tools from the respective website(s) obtained from Charge-Marketing.
25.22 For websites built by Charge-Marketing, Charge-Marketing is entitled to place a note in the footer, such as “built by Charge-Marketing,” with a link to the Charge-Marketing website.
26.1 During the collaboration with Charge-Marketing, extended by a period of 24 months, the Client is not allowed to recruit (former) employees of Charge-Marketing or provide assignments as a freelancer or independent contractor without prior written approval from the management of Charge-Marketing. In case of a violation of this provision, the Client is liable to Charge-Marketing for an immediately payable penalty of €25,000, increased by €2,500.00 for each day the violation persists. This penalty does not affect Charge-Marketing’s right to full compensation under the law.
27.1 In the event of a dispute between Charge-Marketing and the Client, where the court has jurisdiction, this dispute will be settled by a Dutch court, regardless of whether the Client is located in the Netherlands or not.
27.2 Nevertheless, Charge-Marketing retains the right to summon the Client before the competent court according to the law or the applicable international treaty.
27.3 Only Dutch law applies to every agreement between Charge-Marketing and the Client.
27.4 If a version of these terms is in a language other than Dutch, the interpretation of the provisions will be based on the intention of the Dutch text. This means that the interpretation of the wording of these terms should, as much as possible, align with the grammatical meaning of the Dutch text, with the parties agreeing that the interpretation should be as grammatical as possible.
28.1 Charge-Marketing reserves the right to make changes to these terms and conditions. These changes will take effect on the announced effective date and after Charge-Marketing has provided the modified terms to the Client, whether electronically or otherwise.
