1. Definitions
USER: C10 Media B.V.
Client: any natural or legal person with whom USER enters into an Agreement or is negotiating the conclusion of an Agreement.
Services: all work that is the subject of an Agreement.
Materials: all software, equipment, or other materials developed or made available by USER under an Agreement, including analyses, designs, documentation, reports, quotes, advertisements.
Media: printed, audiovisual, auditory, and digital media, in the broadest sense.
Media execution: the set of activities related to the execution of a Media placement, including but not limited to: administration and processing of an order, reservation of a Media placement, preparation of a cost estimate, contracting with a Media operator, contract administration, coordination of a Media placement, RTV ordering, preparation and sending of invoices to the Client, control of invoices from Media operators, control and sending of proof numbers, providing budget overviews, payment of invoices from Media operators, coordination of a Media placement, and, if applicable, cancellation of a Media placement.
Media operator: any company whose activity involves the exploitation of Media, with whom USER enters into or concludes agreements regarding a Media placement.
Media revenue: the total amount charged by a Media operator in connection with a Media placement, without taking into account any agency commissions, Surcommissions, or Rate reductions.
Media placement: an advertising message realized in Media for the benefit of the Client.
Media planning and Media strategy: the set of activities related to advising on the selection of Media in connection with a Media placement.
Assignment: any assignment from the Client, in any form.
Agreement: any agreement concluded between USER and the Client, any amendments thereto or supplements thereto, as well as all (legal) actions taken to implement that agreement and, in retrospect, all (legal) actions required to conclude that agreement.
Standard rates Media operator: the standard rates applied by a Media operator at any given time for Media placements, as evidenced by the tariff cards used by the Media operator from time to time.
Surcommissions: volume bonuses granted by the media operator to USER with respect to the media revenue generated by USER in any calendar year for all clients.
Rate reduction: the difference between the Standard rates and the rates actually agreed upon by USER specifically for certain placements.
2. Applicability
2.1 These Conditions are part of all Agreements and apply to all (other) acts and legal acts of USER, the Client, and, to the extent possible, any third party acting as the Client’s representative.
2.2 The applicability of any general terms and conditions used by the Client is expressly rejected by USER.
3. Offers, Conclusion, and Content of Agreements
3.1 An offer or price quote does not bind USER and is merely an invitation to the Client to submit an Assignment.
3.2 An Agreement is only concluded if USER accepts an Assignment from the Client in writing or if USER commences the performance of an Assignment. If USER performs any service at the request of the Client before an Agreement has been concluded, the Client shall pay USER in accordance with the rates then applicable at USER.
3.3 An Agreement between USER and the Client may involve activities related to both Media planning and Media strategy as well as Media execution. In each case, USER and the Client shall agree on which of these activities will be part of the Agreement. Unless otherwise agreed, an Agreement for Media planning or strategy also includes the Assignment for its execution and for further Media placements by the Client.
3.4 Even after accepting an Assignment as referred to in Article 3.2, USER is entitled to cancel the Assignment without giving reasons within one week of receiving the content or material for the Media placement to be executed. In the event of cancellation, USER shall not be obliged to perform the Assignment, and the Client shall not be entitled to any compensation or damages.
4. Obligations of USER
4.1 USER shall perform the Services to the best of its abilities and in accordance with the professional standards applicable to USER.
4.2 USER shall strive to achieve the objectives agreed upon with the Client but does not guarantee specific results unless explicitly stated in writing.
4.3 USER may engage subcontractors or third parties to perform all or part of the Services, provided that USER remains responsible for the proper performance of the Agreement.
4.4 USER shall handle all information received from the Client with confidentiality and shall take appropriate measures to protect such information.
5. Obligations of the Client
5.1 The Client shall provide USER with all necessary information, materials, and instructions in a timely manner to enable the proper execution of the Agreement.
5.2 The Client shall ensure that the information, materials, and instructions provided to USER are accurate, complete, and do not infringe any third-party rights.
5.3 The Client shall cooperate with USER and provide timely feedback and approvals as reasonably required for the performance of the Services.
5.4 The Client shall be responsible for the content and legality of any advertising message or material provided to USER for Media placement.
6. Fees and Payment
6.1 The Client shall pay USER the fees and expenses as agreed upon in the Agreement or as set forth in USER’s standard rates.
6.2 Unless otherwise agreed, USER may invoice the Client periodically for the Services performed.
6.3 All invoices shall be payable within the agreed payment term, or if no payment term is specified, within 30 days from the invoice date.
6.4 In case of late payment, the Client shall be in default without further notice, and USER may charge statutory interest and suspend its Services until payment is received.
6.5 The Client shall reimburse USER for any reasonable expenses incurred in connection with the execution of the Agreement, subject to prior written approval from the Client.
7. Intellectual Property
7.1 The intellectual property rights to the Materials developed or made available by USER under the Agreement shall remain with USER or its licensors.
7.2 The Client is granted a non-exclusive, non-transferable license to use the Materials solely for the purposes and duration of the Agreement.
7.3 The Client shall not reproduce, modify, distribute, or disclose the Materials to any third party without the prior written consent of USER.
8. Liability and Indemnification
8.1 USER shall not be liable for any direct, indirect, consequential, or incidental damages arising out of or in connection with the Services, unless caused by willful misconduct or gross negligence on the part of USER.
8.2 The Client shall indemnify and hold USER harmless against any claims, damages, or liabilities arising out of or in connection with the content or placement of the advertising message or any breach of the Agreement by the Client.
9. Termination
9.1 Either party may terminate the Agreement with immediate effect in case of a material breach by the other party, subject to a notice period for remedy if applicable.
9.2 In case of termination, the Client shall pay USER for all Services performed up to the termination date, as well as any outstanding fees or expenses.
9.3 Upon termination, the Client shall immediately cease using any Materials provided by USER and return any confidential information.
10. Confidentiality and Data Protection
10.1 Both parties shall keep confidential any information received from the other party that is marked as confidential or that should reasonably be considered as such.
10.2 Each party shall comply with applicable data protection laws and regulations in relation to any personal data processed in connection with the Agreement.
11. Governing Law and Dispute Resolution
11.1 The Agreement shall be governed by and construed in accordance with the laws of the Netherlands.
11.2 Any disputes arising out of or in connection with the Agreement shall be submitted to the exclusive jurisdiction of the courts of the Netherlands.
12. Miscellaneous
12.1 Any amendments or waivers to the Agreement must be in writing and signed by both parties.
12.2 The Agreement constitutes the entire agreement between the parties and supersedes any prior understandings or agreements, whether written or oral.
12.3 If any provision of the Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
12.4 The rights and obligations under the Agreement may not be assigned or transferred by either party without the prior written consent of the other party.