ARTICLE 1 - GENERAL
1.1 The provisions of these General Terms and Conditions are applicable to all (future) offers, quotations and agreements of GMU B.V. and to all agreements which may be the result thereof. These General Terms and Conditions are also applicable to all agreements with GMU B.V., for the execution of which third parties must be engaged.
1.2 In the event of a difference between the provisions of these General Terms and Conditions, an agreement and the annex(es), the provisions of the agreement will prevail, followed by the provisions of the annex(es) and finally the provisions of these General Terms and Conditions.
1.3 The general terms and conditions of the Client are not applicable and are expressly rejected by GMU B.V.
1.4 If one or more provisions of these General Terms and Conditions are invalid or may be annulled, the other provisions of these General Terms and Conditions will remain in force.
1.5 Any deviations from these General Terms and Conditions will only apply if these are confirmed in writing by GMU B.V. to the client.
1.6 The administration provided by GMU B.V. will be accepted by the Client as proof and this administration will be presumed to be correct by the parties.
ARTICLE 2 - CONCLUSION OF THE CONTRACT
2.1 The Contract is established and GMU is only obliged to perform its activities from the moment of receipt by GMU B.V. of the Contract signed by the Client and after receipt of the one-time start-up investment.
2.2 The Contract is exclusively an obligation of effort, guarantees regarding the actual achievement of results, sales or reduction of costs are not given.
2.3 If the acceptance, whether or not on minor points, deviates from the offer or the quotation of GMU B.V., GMU B.V. will not be bound by this unless GMU B.V. expressly accepts the deviation in writing.
ARTICLE 3 - DESCRIPTION OF THE SERVICE
3.1. Modalities of implementation
In order to enable the implementation and proper functioning of the Service, the Client accepts and undertakes, throughout the duration of the agreement:
- Install and maintain the Trackingscript provided by GMU B.V. on all his Website(s),
- In case of substantial changes to its Website(s), to notify GMU B.V. at least two (2) weeks in advance of any changes that may affect its commercial performance,
- To provide GMU B.V. with user access to its Website(s) account(s),
- To provide to GMU B.V. the Customer Catalogue and its updates,
- To authorize GMU B.V. to create one or more Advertiser accounts on behalf of the Client on the various Publicity Platforms owned by GMU B.V. and advertised on the Client's behalf,
- To authorize GMU B.V. to enter into one or more direct debit transactions on behalf of Client with Publicity Platforms in order to debit advertising costs directly from Client's account without the intervention of GMU B.V., whereby GMU B.V. can never be held liable for the level of or incorrectly debited costs by Publicity Platforms.
- To pay the costs to be collected by Publicity Platforms in a timely manner and to ensure the continuity of Advertising.
GMU B.V. cannot guarantee that the Customer's Catalogue will be indexed in its entirety on the Publicity Platforms. GMU B.V. is not obliged to index all products and/or services of the Customer Catalogue. However, GMU B.V. will endeavour to ensure that indexing is as complete as possible.
3.3 Temporary Interruption of Advertising Campaigns
3.3.1. GMU B.V. may decide to temporarily interrupt the Advertising Campaigns when it deems this necessary, in particular when certain technical means (primarily the Client Catalog, the website or the Tracking Script) are temporarily unavailable or insufficient (which is understood to mean, among other things, the failure to pass on (all) the correct data). During this interruption, costs will be charged in accordance with Section 5.2.
3.4 Modification of Advertising Campaigns
3.4.1 If the Client in any way changes the Advertising Campaign or settings of Advertising Platforms, the Client will be liable for the consequences thereof, in particular with regard to the deterioration of the performance of said Advertising Campaign. The amounts owed to GMU B.V. under this Contract shall remain due and payable in full.
ARTICLE 4 - DURATION OF THE CONTRACT
The Contract shall enter into force in accordance with the provisions of Article 2 above and shall end upon expiry of the minimum term of the Contract, subject to the minimum notice period of the Contract. Intermediate termination is not possible.
ARTICLE 5 - FINANCIAL CONDITIONS
5.1 Remuneration of GMU B.V. activities
5.1.1 The Advertiser account(s) is (are) created by GMU B.V.. GMU B.V. remains the owner of (the rights to) the Advertiser account(s) and all the elements and data stored on it.
5.1.2 The Publicity Expenses are charged directly by the Publicity Platforms to the Customer, except when GMU B.V. has proceeded to the so-called "full" creation of the Advertiser Account(s), in which case the Publicity Platforms send their invoice to GMU B.V., which in turn charges these costs directly to the Customer. "K
5.1.3 In addition to the Publicity Expenses and in consideration for the performance of the Service, the Customer shall pay to GMU B.V. a fixed agreed monthly amount named in the agreement.
5.1.4 In addition to the fees referred to in articles 5.1.2 and 5.1.3, the Client shall be reimbursed by GMU B.V. for the hours incurred by GMU B.V. which are not directly related to the management of the advertiser's account(s) or to the management of the Publicity Platforms, on the basis of an hourly rate of EUR 100 excluding VAT.
5.1.5 The Customer is aware and the Customer acknowledges that the hours, returns and other estimates stated in the Contract or in other forms of communication, whether prior to or not, are indicative only. These indications may not be relied upon. No guarantees are given concerning the actual achievement of results, sales or reduction of costs. Furthermore, these estimates can never be a reason to terminate the Contract. A deviation between the result achieved and/or costs and the indication and/or information provided by GMU B.V. will not constitute a failure by GMU B.V. to comply with its obligation.
5.2 Direct debit
5.2.1 The Client is aware and the Client acknowledges that the first deposit will be made by bank in advance and that subsequent payments will only be made by SEPA direct debit.
The Customer is aware and acknowledges that SEPA direct debit is a requirement for the cooperation and explicitly accepts this by signing the Contract. If the Client uses the direct debit payment method, GMU B.V. will automatically debit the amount due from the specified bank account. The Client is responsible for sufficient balance and the correctness of the bank details provided, including but not limited to the account number and the name. If the Customer has the direct debit reversed or blocked, or if a direct debit transaction has failed twice, the Customer will owe an administration fee of €125 Excl.
5.3 Compensation for breach of contract
5.3.1. If the Client does not meet its obligations or does not meet them in full, or if payments are not made for 46 days or more, GMU B.V. will stop its activities and the Client will owe GMU B.V. the following penalty: The average invoiced monthly amount times the number of remaining months without the need for any form of damage and without prejudice to the other rights of GMU B.V., including its right to claim damages in addition to the above-mentioned compensation. The administration provided by GMU B.V. will be accepted by the Client as proof and this administration will be assumed by the parties to be correct. The entire amount for the remaining term will be invoiced at once, this amount will be paid by the Client within 30 days.
5.3.2 If the Customer wishes to terminate the contract within the term then this can only be done under the following conditions:
The remaining contractual term will be surrendered with the 80% of the average monthly amount invoiced times the number of remaining months, subject to the notice period invoiced per full month, this amount will be paid by the Client within 30 days. The Client acknowledges that GMU B.V. has already purchased hours and software development and is counting on the agreed revenue, as a courtesy a discount of 20% will be applied if the minimum fee is not applicable.
GMU B.V. offers the possibility to transfer the Big Data Advertising Campaigns to an account to be created by the client for a one-time fee of €750 excl.
This Advertising Campaign buildup will be set up by our specialists in a human manageable manner and delivered disabled, allowing the Client to continue advertising for their business at their own risk. The transfer of Big Data Advertising campaigns takes approximately 30 days.
The Customer acknowledges and accepts an outward complaint period of fourteen (14) days from the date of the invoice. After the expiry of this period, invoices can no longer be claimed or adjusted. In the event of non-payment or late payment, the invoicing process referred to in Article 5.5 will be followed.
5.5.1 Invoices must be paid by the Customer within fourteen (14) days of the date of the invoice. The parties agree that this is a strict deadline.
5.5.2 Publicity Expenditures will be invoiced directly to the Client by the Publicity Platforms, whether or not through GMU B.V. The Customer fully authorizes GMU B.V. to enter into payment obligations or direct debits with Publicity Platforms on behalf of and in the name of the Customer.
5.5.3 If Publicity Platforms are suspended due to Customer's failure to make a payment, regardless of whether the Publicity Platforms' fees were charged directly to Customer or passed on by GMU B.V., Customer fully authorizes GMU B.V. to enter into or reinitiate payment commitments or direct debits on behalf of and in the name of Customer through (alternative) payment options offered by the Publicity Platforms and charged to Customer.
5.5.4 GMU B.V. may also choose, if necessary, to run the Publicity Expenses through GMU B.V.'s account and pass them on to the Customer. In this case, the Client shall pay to GMU B.V. each week the fee due to it and the Publicity Expenses.
5.5.5 The fee owed by the Client to GMU B.V. will be charged by GMU B.V. once a month with a maximum payment period of 14 days after notification. The Client enters into a payment obligation within these 14 days.
5.5.6 At the expiration of the latest payment period of 14 days, GMU B.V. will go through the steps below:
- 2 days after the expiration of the ultimate payment term: 1st payment reminder
- 16 days after the expiry of the final payment period: 2nd payment reminder. GMU B.V. reserves the right to suspend or minimize the Client's Advertising Campaigns / Websites or the services for the Client with immediate effect, so that management is limited to the payment of all amounts due, without GMU B.V. being or becoming liable for damages.
30 days after the expiration of the deadline for payment: Notice of default.
46 days after the expiry of the final payment period: Debt collection with immediate effect and by operation of law, charge interest on arrears in the amount of three (3) times the legal interest rate on the amount owed from the first day of delay until the day of full payment and a fixed fee for collection costs of 15% on the outstanding amount with a minimum of EUR 250, - excluding VAT (two hundred and fifty euros). In addition to these costs, the penalty for breach of contract in Article 5.3 shall also apply. The Customer acknowledges that upon reaching 46 days after the expiry of the final payment term, a penalty is due and a collection process is initiated even though no reminders or notices of default have been sent or received.
5.6 Advertising budget
5.6.1. The Client acknowledges and accepts that the advertising budgets possibly indicated in the Agreement are solely intended to indicate a graduated price for the service. The Client can under no circumstances hold GMU B.V. liable for spending (too much) advertising budgets. The Client expressly acknowledges that he is responsible for the advertising budgets and that he can monitor the expenditure by debiting his account. The Customer must take action himself when, in his opinion, budgets are not in proportion with the results. Under no circumstances can this lead to grounds for dissolution of the agreement or claims against GMU B.V..
ARTICLE 6 - ACCOUNTS OF THE CLIENT
6.1 The Client guarantees that all data provided are correct, complete and not misleading. In the event of changes, the Client undertakes to amend his data immediately by contacting the GMU B.V. helpdesk.
6.2 The creation of new accounts on Publicity Platforms and the construction of the Client's Advertising Campaigns will be initiated after acceptance of the Contract, receipt of the full investment, provision of the IBAN account through which approval for the automatic debit of Publicity Platform fees to the Client's account has been issued and technical acceptance of the Client's application by the teams of GMU BV.
ARTICLE 7 - REGISTRATION AND TRACKING OF ACTIVITIES
7.1 The measurement of realised turnover is based on the data provided by the Advertising Platforms in the form of realised turnover including VAT.
7.2 The measurement of leads is based on the measurement of contact requests through a contact form on the Customer's website.
7.3 By concluding the Contract, the Customer expressly agrees that all electronic data such as connection logs, computer files, log-in codes, time records, messages, e-mails and the like are fully enforceable against him and that these data are authoritative. The Customer therefore undertakes not to dispute the admissibility, validity and invocability of such evidence due to its electronic form.
ARTICLE 8 - OBLIGATIONS OF THE PARTIES
8.1 Obligations of the Customer
a) Correctness of data
During the conclusion and for the duration of the Contract, the Client undertakes that the data relating to him which he provides to GMU B.V. are complete and correct. In the event that these data change, he must immediately inform GMU B.V. in writing. When the parties use the Feed technique for the Service, the Customer should send GMU B.V. current data corresponding to the same data as those of the Customer's Website.
b) Update of the offer of the Customer's products and/or services.
When the Parties use the Feed Technology, the Customer must make available to GMU B.V. updates to the range of products and services offered on the Customer's Website, including all information and, in particular, their prices. Under no circumstances can GMU B.V. be held liable for damages suffered as a result of errors or delays in the indexing of products and/or services and information that is not received on time or is incorrect and/or incomplete.
c) Compliance with laws and regulations
The Customer undertakes that its activities and its Website, and in particular all information contained on its Website(s) (hereinafter referred to as the "Customer Information"), such as URL addresses, company names, trade names, brands, logos, distinctive signs, slogans, fact sheets, descriptions, prices, shipping costs, advertisements, photos of products and/or services and any data (visual, photographic, textual, audio, software data, etc.) for the purpose of indexing the Customer on the Publicity Platforms comply with the laws and regulations in force and are not contrary to public order or morality. GMU B.V. is not responsible for the content of any of the information provided by the Client for the purpose of indexing the Client on the Publicity Platforms, unless it complies with the laws and regulations in force and is not contrary to public order or morality. GMU B.V. may, without prior notification to the Client, immediately proceed to remove any Client Information that proves to be contrary to the Client's Advertising Campaigns, legal requirements, court decisions, public order or morality.
d) Installation of the technical facilities
The Client undertakes to make every effort to provide Internet users with access to the Client's Website(s) 24 hours a day, 7 days a week during the term of the Contract.
Website(s). The Client undertakes to provide GMU B.V. with all of the Client's Information and other technical and graphic resources necessary for the Service. In particular, he undertakes to particular, to cooperate within the framework of the installation services and to install and permanently maintain the Tracking Script and all other technical elements (in particular in case of modification of the structure or content of the Customer's Website(s)), which are necessary for the recording and tracking of the activities generated by the Tracking Platform of the Customer's Website(s).
The Customer is responsible for the protection of personal data on the pages of the Customer's Website(s). The Customer must apply a sound policy for the protection of personal data. The Customer therefore undertakes to include on its website(s) a personal data protection policy that clearly indicates that third parties may install anonymous cookies in the browsers of visitors to its website(s). The Client also undertakes to inform its users of the various options for managing cookies. GMU B.V. can under no circumstances be held responsible for any processing of (personal) data by the Client.
f) Performance tracking
The Client is informed and he acknowledges that the Tracking script of GMU B.V. is necessary for the application of the Service. The Customer accepts and undertakes to keep the Tracking Script in a functional state. If for any reason the Tracking script should become disabled or inoperative (for example, but not limited to, a conversion conflict with Google Analytics E-commerce data or by overwriting the code of the Tracking script), GMU B.V. is no longer able to apply profit optimization, for which it cannot be held liable in any way. In the event of interim loss of the Trackingscript or incomplete functioning of the Trackingscript, Article 5.2 will apply in full.
g) Operation of the website or webshop
The Customer is informed and he acknowledges that the operation of his website or webshop is necessary for GMU B.V. for the application of the Service. The Customer accepts and undertakes to keep the website or webshop in a functional state. If the website or web shop should become disabled or inoperable for any reason, GMU B.V. will no longer be able to advertise, for which it cannot be held responsible in any way. In case of inability to advertise due to the functional state of the website or web shop, article 5.2 shall apply in full.
h) Operation of the payment methods or quotation request possibilities
The Customer is informed and he acknowledges that the operation of his payment options or quotation request options are necessary for GMU B.V. to apply the Service. The Customer accepts and undertakes to keep the payment options or quotation request options in a functional state. If the payment options or quotation request options are disabled or become inoperable for any reason, GMU B.V. will no longer be able to advertise, for which it may not be held liable in any way. In case of inability to advertise due to the functional state of the payment options or quotation request options, Article 5.2 shall apply in full.
i) Updates to the website or webshop
The Client is informed and he acknowledges that updates to his website or webshop may not have a negative effect on the advertising yield for 14 days or more. For GMU B.V. an optimally converting website or webshop is necessary for achieving positive results. The Client accepts and undertakes that GMU B.V. can oblige the Client to reverse the updates and/or changes to the old situation. If the Client does not comply with this and does not wish to reverse the changes, GMU B.V. will no longer be liable in any way for declining returns or loss-making Advertising campaigns, and Article 5.2 will apply in full to the financial compensation of GMU B.V.
j) Continuity in meeting financial obligations.
The Client is informed and it acknowledges that timely fulfillment of financial obligations to GMU B.V. and the Advertising Platforms is necessary for the application of the Service.
The Customer accepts and undertakes to meet these financial obligations in a timely manner and not to block direct debits during the term of the Contract. If these obligations are not met, GMU B.V. will no longer be able to advertise, for which it cannot be held liable in any way. In case of inability to Advertise due to default of financial obligations 5.3 shall apply.
k) Continuity in the supply of products and/or services.
The Customer is informed and he acknowledges that continuity in the offer of products and/or services is necessary for the application of the Service.
The Customer accepts and undertakes to continue to offer a minimum of 25% of its product and/or service offerings relative to the start of the Contract. If these obligations are not met, GMU B.V. will no longer be able to advertise optimally, for which it may not be held liable in any way. In the event of an inability to advertise optimally due to the loss of at least 25% of the products and/or services for more than 30 days, article 5.2 shall apply in full.
l) Public notification of the results obtained by GMU B.V..
The Client is informed and he acknowledges that GMU B.V. may publish achieved results as a "case study", even after termination of the cooperation.
The Client accepts and undertakes to make these data publicly available as a case study, even after termination of the cooperation. These results are never sensitive business data.
8.2 Obligations of GMU B.V.
8.2.1 When the Parties use the Feed Technology, the software solutions provided by GMU B.V. use the Customer Catalog provided by the Customer to manage the Campaigns. GMU B.V. undertakes to use its best efforts and apply all means at its disposal to ensure that the information available to Internet users is correct. The Client is aware that in such automatic systems for Advertising Campaigns an error margin of 5% is applied. GMU B.V. can never be held liable for direct or indirect damage resulting from incorrect Advertisements.
8.2.2 Any guarantee other than the best efforts obligation of GMU B.V. is expressly excluded by GMU B.V.. In particular, GMU B.V. can under no circumstances be held responsible for any economic or financial damage suffered by the Client in connection with the Contract, such as, in particular, loss of turnover, loss of profit, loss of clients, loss of image, loss of opportunity, loss or damage to data.
8.2.3 In any event, GMU B.V.'s total liability under the Contract and for all damages together shall not exceed the amounts paid by the Customer to GMU B.V. for the Service excluding VAT, excluding Publicity Expenses, during the past three (3) months prior to the damaging event.
8.2.4 GMU B.V. cannot be held liable in any way for consequential damage or unforeseen damage.
ARTICLE 9 - DATA
9.1 The Client's Data:
data collected through his own means;
Data collected thanks to the Trackingscript provided by GMU B.V. and installed on the Client's Website(s) regarding visits and sales made. The arranged Data of the Customer are listed in the monthly report.
9.2 The Data of GMU B.V. concern:
arranged (non-personally identifiable) data relating to all Internet users who use the Customer's Website(s);
the arranged (non-personalized) big data, product data and financial data collected during the cooperation.
all data resulting from its experience and know-how in the field of e-commerce, the historical data of the Advertising Platforms and its technologies for data expansion.
9.4 The Customer expressly authorizes GMU B.V. to:
collect, process, analyze and use the Customer's Data in order to provide and optimize the Service;
to combine the Client's Data and GMU B.V.'s Data in order to extend and qualify the Service;
provide the Customer's Data to third parties if required by law or to comply with judicial or administrative decisions. Each party is informed that the collection and processing of personal data of Internet users is subject to the protection of personal data. Therefore, each party is responsible for completing the necessary formalities and for complying with its obligations in this regard.
ARTICLE 10 - WAIVER OF EXCLUSIVITY
10.1 - Exclusivity of cooperation with GMU B.V.
The Client acknowledges that GMU B.V. does not recognize any exclusivity towards the Client.
ARTICLE 11 - INTELLECTUAL PROPERTY
11.1 - Intellectual property of the Customer.
The Client grants GMU B.V. permission to use, reproduce, display and manage on the Publicity Platforms all or part of the Client's Information in execution of the Contract. If necessary, the Client shall provide GMU B.V. with the trademarks and logos, accompanied by the graphic prescriptions thereof. Any use of the Customer's Information other than the uses provided for in the Contract shall require the prior and written consent of the Customer.
11.2 - Intellectual property of GMU B.V.
GMU B.V. is and will remain the owner or holder of all intellectual and industrial property rights relating to the GMU.online Website, its constituent parts, any trademark or distinctive sign of GMU B.V. GMU B.V. is and will remain the owner or holder of all deployed automation techniques, bidding scripts, Activity Tracking techniques and the systematic manner of Advertiser campaign construction. The Client is not permitted to use these in any form whatsoever, or to share them or make them available to third parties, as the Contract does not grant any rights from GMU B.V. to the Client.
ARTICLE 12 - WARRANTIES AND INDEMNIFICATION
12.1 - Warranties of the Client
12.1.1 The Client guarantees that he holds all intellectual and industrial property rights to his trademarks, logos and other distinctive signs, as well as to the Client's Website(s) and all components included or reproduced therein. In particular, he guarantees that the Customer's Website(s) comply with the laws and regulations in force and, in particular, that this (these) website(s) does (do) not violate public order, morality or the rights of third parties.
12.1.2 In particular, the Customer shall indemnify GMU B.V. against all complaints and claims relating to access to the Customer's Website(s) and the use by GMU B.V. of the Customer's Information and in particular complaints and claims arising from:
- an infringement of an intellectual or industrial property right of a third party;
- an infringement of personality rights;
- unfair or parasitic competition;
- an infringement of public order or morality;
- an infringement of the respect for private life and the rules relating to the protection of personal data;
- a breach of the provisions of the Consumption Act;
- a breach of the legal rules on advertising and on the display of prices.
In such cases, the Client shall ensure the defense of GMU B.V. and shall reimburse GMU B.V. for all damages and costs, including the costs of legal assistance, which may arise from such claims and which GMU B.V. may be ordered to pay.
12.1.3 GMU B.V. must inform the Client as soon as possible of any complaints or claims referred to above. The Client is entitled to lead the defense against such claims.
GMU B.V. should cooperate in such defense at the request and expense of the Client.
12.1.4 In the event that a settlement agreement is reached with a third party under the Client's management, the Client undertakes to submit the settlement agreement in advance to GMU B.V. for approval, and to pay directly to the person who initiated the claim all amounts that may be claimed by him from GMU B.V.
12.1.5 In the event that a prohibition of use of the Client's Website(s) is pronounced as a result of a legal claim or such a prohibition arises from a settlement agreed with a third party, GMU B.V. may terminate the Contract immediately, without notice. The Client cannot claim any compensation for the amounts charged by him under the Contract.
12.2 - Guarantees of GMU B.V.
12.2.1 GMU B.V. guarantees that the Tracking script and the other technical (software) facilities installed by GMU B.V. at the time of the conclusion of the Contract comply with the applicable laws and regulations and in particular that they do not infringe on public order, morality or the rights of third parties. Any other guarantee is expressly excluded by GMU B.V.
12.2.2 Any margin and/or acquisition cost objectives mutually agreed upon between the Client and GMU B.V. are intended to increase the overview of the Service. GMU B.V. will make every reasonable effort to achieve these objectives. However, given the unpredictable nature of many parameters that may affect the Client's return, which parameters are beyond the control of GMU B.V., GMU B.V. can under no circumstances be held liable for not achieving the objectives in terms of margin and/or acquisition costs.
12.2.3 The Client is aware that a loss can also be incurred, which loss will at all times be at the expense and risk of the Client.
ARTICLE 13 - LIABILITY
13.1 Any liability of GMU B.V. will be limited to the amount (excluding VAT) that was charged to the Client by GMU B.V. in the three months prior to the liability arising and which was paid by the Client on time, with a maximum of EUR 5,000 (five thousand euros) per event or series of related events.
13.2 The liability of GMU B.V. is not excluded for damage caused by intent or deliberate recklessness on the part of GMU B.V. or its managers.
13.3 GMU B.V. cannot be held responsible in any way for consequential damage or unforeseen damage. Moreover, GMU B.V. can under no circumstances be held responsible for economic or financial damage suffered by the Client in connection with the Contract, such as, in particular, loss of profit, loss of clients, loss of image, loss of opportunity, loss or damage to data.
13.4 GMU B.V. cannot be held responsible for financial obligations, whether collectible or not, entered into in the name of and for the Client.
13.5 GMU B.V. cannot be held responsible for estimated hours, returns and other indicative estimates mentioned in the Contract or in other forms of communication.
13.6 The Client will be held liable by GMU B.V. if the Client uses the intellectual or industrial property rights relating to the Website of GMU.online, its constituent parts, any trademark or distinctive sign of GMU B.V. for its own purposes.
13.7 The Client shall not, in the event of violation of article 11.2, 14.1, 14.2 or logging in with login details not provided by GMU B.V. to an Advertiser account created by GMU B.V., share or make visible to third parties the automation techniques, bidding scripts, tracking techniques of the activities and the systematic manner of Advertiser campaign construction deployed by GMU B.V. or when transferring or taking over an Advertiser account created by GMU B.V, allowing an Advertiser's account created by GMU B.V. to be transferred or taken over by third parties, or through the Publicity Platform itself allowing an Advertiser's account created by GMU B.V. to be transferred to its own name created so that the abovementioned techniques become visible or may become visible, pay a fine of EUR 50,000.00 per violation, increased by EUR 25,000.00 for each day or part thereof that the violation continues, without the need to mention any form of damage and without prejudice to the other rights of GMU B.V, including its right to claim damages in addition to the above-mentioned compensation. The above-mentioned fine is agreed on the basis of the need to protect the important business interests of GMU B.V., including the automation techniques deployed by GMU B.V., big data systems, bidding scripts, tracking techniques of the activities and the systematic manner of building an advertising campaign, which distinguishes GMU B.V. from its competitors and to a large extent determines its market position. GMU B.V. has a strong interest in ensuring that the aforementioned knowledge and information is not used by its competitors. The Client recognizes the importance of GMU B.V. and accepts both the fine per violation and the fine per day in order to protect this interest and undertakes to pay within 30 days after notification by GMU B.V. of the fines imposed. The administration provided by GMU B.V. will be accepted by the Client as proof and this administration will be presumed by the parties to be correct.
ARTICLE 14 - CONFIDENTIALITY AND SECRECY
14.1 Each party guarantees the confidentiality of the financial, technical and commercial data or other information relating to the activities of the other party provided by the other party in the context of the conclusion and execution of the Contract. The Client acknowledges that GMU B.V. considers results obtained to be non-confidential and that GMU B.V. may freely refer to these results as a "case study", even after termination of the cooperation.
14.2 Data and documents provided by GMU B.V. - in the broadest sense of the word - including results and statistics, as well as the applicable rates are confidential data. Each party also guarantees the confidentiality of the contents of the Contract.
14.3 This obligation of confidentiality shall remain in effect for twenty-five (25) years after termination of the Contract, regardless of the manner and reason for termination.
14.4 This obligation of confidentiality shall not apply in respect of administrative, judicial or tax authorities, as well as lawyers and accountants who are obliged to comply with professional secrecy vis-à-vis their clients.
ARTICLE 15 - TERMINATION
15.1 Termination by GMU B.V.
15.1.1 In the event that the Client fails to comply with one of its contractual obligations, GMU B.V. may terminate the Contract with immediate effect by e mail or by any other written document. In this case, GMU B.V. is not bound by a notice period; article 5.2 is fully applicable in this case.
15.1.2 GMU B.V. may also terminate the Contract in writing with immediate effect, without prior notice, in the event of a serious or repeated failure by the Client to comply with one of its obligations. Repeated failure means any failure occurring after a first similar failure, even if this has been remedied, and regardless of the time elapsed between the two failures. In the event of termination of the Contract by GMU B.V. on the basis of article 15.1.1, all amounts owed by the Client to GMU B.V. will become immediately due and payable, without prejudice to the right to compensation to which GMU B.V. might be entitled in addition; article 5.2 is fully applicable in this case.
15.2 Termination by the Client
15.2.1 After the minimum contract period, the contract may be terminated by registered letter with acknowledgment of receipt or by e-mail to the address email@example.com, with due regard for three (3) calendar months by the first day of the month.
15.2.2 If the Client wishes to terminate the contract immediately and notifies GMU B.V. in writing, the remaining days will be charged according to article 5.3 Compensation for breach of contract.
ARTICLE 16 - CONSEQUENCES OF TERMINATION
After the expiry of the term of the Contract or in the event of its termination for any reason, the Client can no longer use the Service, the deployed Advertising Account(s), the Data acquired during the term and the techniques developed by GMU B.V.
ARTICLE 17 - FORCE MAJEURE
17.1 In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by GMU B.V. to comply with any obligation towards the Client cannot be attributed to GMU B.V. in the case of a circumstance beyond the control of GMU B.V., as a result of which the compliance with its obligations towards the Client is fully or partially hindered or as a result of which the compliance with its obligations cannot reasonably be required from GMU B.V. These circumstances also include non-performance of suppliers or other third parties, power failures, computer viruses, strikes and work interruptions.
17.2 If a situation as referred to in article 17.1 occurs as a result of which GMU B.V. is unable to comply with its obligations, then these obligations will be suspended for as long as GMU B.V.
cannot comply with its obligations. If the situation referred to in the previous sentence has lasted thirty (30) calendar days, both parties will be entitled to dissolve the agreement. In that case GMU B.V. will not be obliged to compensate for any damage, even if GMU B.V. gains any advantage as a result of the force majeure situation.
ARTICLE 18 - MODIFICATION OF THE GENERAL TERMS AND CONDITIONS
18.1 GMU B.V. reserves the right to change these General Terms and Conditions as it sees fit. The Client will be notified of such changes by e-mail. The amendments will apply immediately.
18.2 If the Customer refuses the amendment of the General Terms and Conditions, he may make this known by e-mail within a period of fourteen (14) days from the notification by e-mail of the amendment. In this case, additional agreements for the Customer in question will be established. These amended General Terms and Conditions cancel and replace previous General Terms and Conditions with the Customer and any appendices thereto. The provisions contained in the latest version of the General Terms and Conditions shall apply to all Contracts and work performed by GMU B.V. If the Client does not accept the General Terms and Conditions, GMU B.V. shall always be given the opportunity to continue to perform the contract in accordance with the previous General Terms and Conditions.
ARTICLE 19 - NEW AND ADDITIONAL SERVICES
In addition to the Service described in the General Terms and Conditions, GMU B.V. may also at any time propose new or additional services to the Client. Specific Special Terms and Conditions may be drawn up for such services in that case. If no Special Terms and Conditions are drawn up for the new services, the standard fee of the agreement will once again be paid by the Client to GMU B.V. as a fee. For the setting up and start-up of the new services, EUR 100, - excluding VAT per hour will be paid by the Client to GMU B.V. as compensation.
ARTICLE 20 - TRANSFER OF CONTRACT
20.1 GMU B.V. and the Customer reserve the right at any time to transfer all or part of the Contract to a company in the group to which they belong and undertake to notify the other party within the period of one (1) month from said transfer. The term "Group" shall mean all entities directly or indirectly controlled by or jointly controlled with one of the Parties through one or more legal entities.
20.2 GMU B.V. may subcontract and transfer (parts of) the Contract to a third party at any time.
20.3 The Client is not permitted to transfer the Contract to third parties. Any transfer in violation of this provision shall be null and void and shall be subject to the liability of the Customer.
ARTICLE 21 - APPLICABLE LAW - JURISDICTION
21.1 This Agreement is governed by Dutch law.
21.2 All disputes arising from this Agreement will be submitted exclusively to the court of the district court of Overijssel, location Zwolle.
Annex 1: Processing of Personal Data (AVG)
In performing the Agreement GMU B.V. will process personal data on behalf of the Client, the conditions below apply.
ARTICLE 1 - GENERAL
1.1 The terms defined in this Appendix in the General Data Protection Regulation (hereinafter: "AVG") have the meaning assigned to them in the AVG.
1.2 When processing Personal Data, the Customer can be regarded as a Processor, or if the Customer processes the Personal Data on behalf of a third party, as a Processor. GMU B.V. performs (depending on the capacity in which the Customer processes Personal Data) the role of Processor or Subprocessor.
ARTICLE 2 - PURPOSES OF PROCESSING
2.1 GMU B.V. undertakes to process Personal Data on behalf of the Client under the conditions set out in the Agreement. The processing will take place exclusively within the framework of the execution of the Agreement, plus those purposes that are reasonably related to it or that are determined by further agreement.
2.2 GMU B.V. will not process Personal Data for any other purpose than as determined by the Client. The Client shall inform GMU B.V. of the processing purposes in so far as they are not already mentioned in the Agreement or these Annexes. The addendum to this Annex specifies the categories of data subjects and personal data involved.
2.3 GMU B.V. has no control over the purpose and means of processing Personal Data. GMU B.V. does not make decisions about the receipt and use of Personal Data, the disclosure to third parties and the duration of storage of Personal Data.
ARTICLE 3 - OBLIGATIONS OF GMU B.V.
3.1 With regard to the processing referred to in Article 2, GMU B.V. will ensure compliance with the conditions which, on the basis of the AVG, are imposed on the processing of Personal Data.
3.2 GMU B.V. will process Personal Data and other data which will be supplied to GMU B.V. by or on behalf of the Client.
3.3 GMU B.V. will inform the Client, at the Client's request and within a reasonable time, of the measures taken by GMU B.V. in relation to its obligations under this Appendix.
3.4 The obligations of GMU B.V. arising from this Appendix also apply to those who process Personal Data under the authority of GMU B.V.
3.5 GMU B.V. will notify the Client if, in its opinion, an instruction from the Client is in violation of relevant privacy laws and regulations.
3.6 GMU B.V. will provide the Client with the necessary cooperation if, in the context of the processing, a data protection impact assessment, or prior consultation of the supervisory authority, should be necessary. GMU B.V. may charge costs for this.
ARTICLE 4 - TRANSFER OF PERSONAL DATA
4.1 GMU B.V. may process personal data in countries within and outside the European Union, in compliance with the relevant laws and regulations.
4.2 GMU B.V. will inform the Client, at the Client's request, which country or countries are involved.
ARTICLE 5 - ENGAGING THIRD PARTIES OR SUBCONTRACTORS
5.1 The Client hereby grants GMU B.V. permission to engage third parties (sub-processors) for processing purposes.
5.2 At the Client's request, GMU B.V. will inform the Client as soon as possible about the sub-processors it has engaged. The Client has the right to object to the use of a subprocessor. This objection must be made in writing, within two weeks and supported by arguments.
ARTICLE 6 - DIVISION OF RESPONSIBILITY
6.1 Parties will ensure compliance with applicable privacy laws and regulations.
6.2 The permitted processing will be carried out by GMU B.V. both within (semi-) automated environments and within non-automated environments.
6.3 GMU B.V. is solely responsible for the processing of Personal Data under this Appendix, in accordance with the instructions of the Client and under the express (final) responsibility of the Client. GMU B.V. is not responsible for all other processing of Personal Data, including in any case but not limited to the collection of Personal Data by the Client, processing for purposes not notified by the Client to GMU B.V., processing by third parties and/or for other purposes. The responsibility for these processes rests exclusively with the Client.
6.4 The Client is responsible for the personal data collected on the pages of the Website(s) of the Client. The Customer therefore undertakes to inform on its website(s) about the storage and processing of personal data, clearly indicating that third parties may install anonymous cookies in the browsers of visitors to their website(s). The Customer undertakes to ask permission from the visitors of their website(s) before any remarketing cookies are placed. In addition, the Customer will inform its users of the various options for managing cookies.
6.5 The Customer warrants that the content, use and assignment of processing of Personal Data, as referred to in this Appendix, is not unlawful and does not infringe any right of third parties.
ARTICLE 7 - SECURITY
7.1 GMU B.V. will make every effort to take appropriate technical and organisational measures with regard to the processing of Personal Data against loss or against any form of unlawful processing (such as unauthorised access, impairment, change or provision of the Personal Data).
7.2 GMU B.V. does not guarantee that the security is effective under all circumstances. GMU B.V. will make every effort to ensure that the security meets a level that, given the state of the technology, the sensitivity of the Personal Data and the costs associated with implementing the security, is not unreasonable.
7.3 The Client will only make Personal Data available to GMU B.V. for processing if the Client has ensured that the required security measures have been taken. The Client is responsible for compliance with the measures agreed by the Parties.
ARTICLE 8 - DUTY TO REPORT
8.1 In the event of a security breach and/or data leak (which is understood to mean: a breach of security that accidentally or unlawfully results in the destruction, loss, alteration or unauthorised provision of or access to transmitted, stored or otherwise generated data), GMU B.V. will make every effort to inform the Client as quickly as possible, following which the Client will decide whether or not to inform the supervisory authorities and/or those involved. GMU B.V. will make every effort to ensure that the information provided is complete, correct and accurate.
8.2 If required by law and/or regulations, GMU B.V. will cooperate in informing the relevant authorities and any parties involved. The Client is responsible for reporting to the relevant authorities.
8.3 The duty to report shall in any case include reporting the fact that a leak has occurred, as well as:
- What the (alleged) cause of the leak is;
- What the (currently known and/or expected) consequence is;
- What the (proposed) solution is;
- What the actions already taken are;
- Contact details for following up the report;
Who has been informed (such as the person involved, the Customer, the supervisory authority).
ARTICLE 9 - HANDLING OF REQUESTS FROM DATA SUBJECTS
9.1 In the event that a data subject makes a request concerning his or her personal data to GMU B.V., GMU B.V. will forward the request to the Client and inform the data subject thereof. The Client will then deal with the request independently. If it appears that the Client needs help from GMU B.V. to implement a request from a data subject, GMU B.V. will cooperate and GMU B.V. may charge costs for this.
ARTICLE 10 - SECRECY AND CONFIDENTIALITY
10.1 All Personal Data which GMU B.V. receives from the Client and/or collects itself within the framework of the agreement, are subject to a duty of confidentiality with respect to third parties. GMU B.V. will not use this information for any purpose other than that for which it was obtained, unless it is presented in such a form that it cannot be traced back to those involved.
10.2 This duty of confidentiality does not apply:
- To the extent that the Customer has given express permission to provide the information to third parties; or
- If providing the information to third parties is logically necessary for the performance of the Agreement or this Schedule; and
- If there is a legal obligation to provide the information to a third party.
ARTICLE 11 - AUDIT
11.1 The Client has the right to have audits performed by an independent ICT expert who is bound by confidentiality to verify compliance with all points in this Annex.
11.2 GMU B.V. shall cooperate with the audit and shall make available all information reasonably relevant for the audit, including supporting data such as system logs, and employees as timely as possible and within a reasonable period of time, whereby a maximum period of two weeks is reasonable unless an urgent interest would dictate otherwise.
11.3 The findings as a result of the audit carried out will be assessed by the Parties in mutual consultation and, as a result, may or may not be implemented by one of the Parties or jointly by both Parties.
11.4 The reasonable costs of the audit shall be borne by Customer, on the understanding that the costs of the ICT expert to be hired shall always be borne by Customer.
ARTICLE 12 - DURATION AND TERMINATION
12.1 The Annex is entered into for the term specified in the Agreement between Parties and, in the absence thereof, in any event for the duration of the collaboration.
12.2 The Annex cannot be terminated prematurely.
12.3 GMU B.V. may amend this Annex at any time. Amendments may, however, never be in conflict with the AVG. The Client will be informed of the amendment via the GMU B.V. website or in another manner. If the Customer does not accept the change, the Customer may terminate the attachment, within 14 days after the announcement, in writing or by e-mail to firstname.lastname@example.org. Termination of the attachment will occur at the time the change takes effect.
12.4 After termination of the Appendix, GMU B.V. will immediately destroy the Personal Data received from the Client, unless Parties agree otherwise.
Specification of personal data and data subjects
Personal Data Processor may process the following (special) Personal Data on behalf of Processor:
- Name and address details
- Telephone numbers
- BIC, SWIFT and or IBAN numbers
- E-mail address, IP address & website visits
- Orders, financial data and emails that may contain Personal Data.
Categories of Personal Data
Processor will process Personal Data of the following categories of Personal Data possibly on behalf of Processor:
Categories of data subjects
Processor may process Personal Data of the following categories of data subjects on behalf of Processor:
- Prospects of Processor
- Suppliers of Processor
- Customers of Processor
Categories of Recipients
Processor may transmit Personal Data to the following categories of recipients on behalf of Processor:
- Web suppliers of Processor.