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These general terms and conditions are those of Labelnone SL, hereinafter referred to as “Labelnone”, having its registered office in Valencia and its principal place of business at Calle Professor Beltran Baguena, num. 5 planta 9, registered in the commercial register of the Chamber of Commerce for Valencia under file number: B72570328.
These terms and conditions apply to all offers and all agreements of Labelnone SL, established in Amsterdam, hereinafter referred to as “Labelnone”. The contractual other party will hereinafter be referred to as “Client”.
In these terms and conditions, “Client” shall mean any person or legal entity to whom Labelnone addresses its offers/quotes, as well as any person who sends offers/quotes to Labelnone and any person who places an order with Labelnone or with whom Labelnone enters into an agreement, and furthermore any person with whom Labelnone is in any legal relationship, and apart from these, their representative(s), agent(s), assign(s) and heir(s).
Parties have the option to deviate from these general terms and conditions. Such conditions to the contrary shall only form part of the agreement concluded between the parties if and insofar as both parties have expressly agreed so in writing.
The applicability of any purchase conditions or other conditions of the Client is expressly excluded.
In these general terms and conditions, “in writing” also means by e-mail, by fax or by any other means of communication that can be equated with this in view of the state of the art and generally accepted standards.
The acceptance and retention by the Client, without comment, of a quotation or order confirmation in which reference is made to these terms and conditions, shall be deemed to constitute consent to their application.
The possible inapplicability of (part of) a provision of these general terms and conditions does not affect the applicability of the other provisions.
If an offer by Labelnone is accepted, the contract shall only come into effect after written confirmation by Labelnone, or when Labelnone, with the consent of the Client, has commenced acts of execution.
Verbal agreements only bind Labelnone after written confirmation by Labelnone.
Supplements or amendments to the general terms and conditions or otherwise changes or additions to the agreement shall only become binding after written confirmation by Labelnone.
All offers, quotations or quotations made by Labelnone are subject to contract and lapse automatically after a period of 30 days, unless Labelnone discontinues the offer and/or quotation within that period or unless Labelnone indicates otherwise at the time of making the offer, quotation or quotation. If a quotation or offer contains an offer without obligation and this offer is accepted by the Client, Labelnone has the right to withdraw the offer within 5 working days of receiving the acceptance.
The prices used by Labelnone as well as the prices stated in offers, quotations, quotations, etc. are exclusive of VAT and any costs. These costs may include – but are not limited to – travel expenses, transport costs and invoices from third parties engaged.
Advertising accounts, images and descriptions in offers and on the website of the user, brochures, catalogues, drawings, models, statements of colours, dimensions as well as other data or descriptions, are as accurate as possible, but are only indicative. No rights may be derived from these, unless the parties have expressly agreed otherwise in writing.
The advertising accounts, images, brochures, catalogues, drawings, etc. referred to in the previous paragraph of this article and the intellectual property rights vested in them remain the property of Labelnone at all times, unless the parties have expressly agreed otherwise in writing. They must be returned at Labelnone’s first request. They may not be reproduced or made available to third parties for inspection without Labelnone’s written consent.
Offers do not automatically apply to future orders.
Labelnone cannot be held to its quotations or offers if the Client should reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
Labelnone shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
If and to the extent required for the proper execution of the agreement, Labelnone has the right to engage third parties for certain work.
The Client shall ensure that all data, which Labelnone indicates to be necessary or which the Client should reasonably understand to be necessary for the execution of the agreement, are provided to Labelnone in good time. If the data required for the execution of the agreement are not provided to Labelnone in time, Labelnone has the right to suspend the execution of the agreement or to charge the Client the additional costs resulting from the delay at the usual rates.
Labelnone shall not be liable for damages of any kind.
If work is performed by Labelnone or third parties engaged by Labelnone in the context of the order at the Client’s location or a location designated by the Client, the Client shall provide the facilities reasonably required by such employees free of charge.
The Client shall indemnify Labelnone against any claims by third parties who suffer damage in connection with the execution of the agreement, the cause of which is attributable to parties other than Labelnone. If Labelnone is sued by a third party on that account, the Client shall be bound to assist Labelnone both extra-judicially and judicially and to do immediately all that may be expected of the Client in that case. Should the
Client fails to take adequate measures, Labelnone is entitled, without notice of default, to take such measures itself. All resulting costs and damages on the part of Labelnone and third parties shall be for the account and risk of the Client.
The Client grants Labelnone, for the duration of the Agreement, an exclusive authorisation to perform SEO work and/or run SEA campaigns in respect of the search engines and websites specified in writing. ‘SEA campaigns’ in this context means advertising campaigns via advertising platforms such as Google AdWords and Bing Ads. In this context, “SEO work” means all advisory and/or executive work aimed at improving the (technical) structure of the Client’s website(s) and all occurring work aimed at improving the authority or relevance assigned to the website(s) by search engines on the basis of (link) references on third-party websites (also referred to as “link building” or “authority building”).
The Client grants to Labelnone an exclusive power of attorney to perform all actions that Labelnone deems necessary in setting up and managing the SEA campaigns and performing SEO work. To the extent that SEA and SEO-related work is performed by third parties on behalf of the Client, the Client shall notify Labelnone in a timely manner.
Labelnone shall make every effort to achieve optimal positioning in the agreed search engines, but does not undertake to achieve any specific result, in line with the applicable guidelines as drawn up by the search engines. All communications by Labelnone regarding the possible results of SEO work are therefore indicative in nature. The Client cannot derive any rights from these announcements. The Client also acknowledges that the success of SEO work partly depends on the extent to which the work and/or changes recommended by Labelnone are implemented on the Client’s website(s), and is prepared to implement (or have implemented) the recommendations to the best of its ability and within a reasonable period of time after delivery.
The costs charged by the search engines related to the SEA campaigns should in principle be paid directly by the Client, without the intervention of Labelnone, to the relevant advertising platform. Labelnone cannot be held responsible for the consequences of payment delays and balance shortfalls on the part of the Client.
Labelnone undertakes to adhere to the guidelines from the “Code of Conduct for Search Engine Marketing” as drawn up by the industry association IAB. This code of conduct can be found at www.iab.nl. In turn, the client must comply with the general conditions, specific regulations and editorial guidelines imposed on advertisers and website owners by search engines. Labelnone is not responsible for the consequences of the violation of these regulations on the part of the Client.
Labelnone shall use its best efforts to ensure data quality and integrity regarding data collected on the Client’s website(s). However, the Client is responsible for the proper technical implementation of the software and/or tooling used to collect such data on its own website, whether or not based on advice provided by Labelnone in this regard.
Analysis and reporting of findings and recommendations by Labelnone to the Client shall take place in accordance with the frequency and format specified in the quotation, project proposal or agreement underlying the cooperation. If no reporting format is specified, reporting shall take place in Dutch and/or English and according to the standards of good workmanship with a frequency of at least once a month. If no reporting medium has been agreed, the Contractor shall determine the medium to be used for this purpose.
Analysis and reporting of findings and recommendations by Labelnone to Client shall take place on the basis of the software and/or tooling used by Client for the purpose of web analysis. The definitions used by the relevant software and/or tooling for metrics or Key Performance Indicators (KPIs) are leading herein. The metric “unique visitor” thus refers to a unique visitor in accordance with the definition and method of determination used by the relevant software and/or tooling. If at any time Labelnone deviates from this definition, it undertakes to clearly specify it to the Client in the relevant report, or in the quotation, project proposal or agreement underlying the collaboration.
Labelnone undertakes to retain the results of the analysis and those of any related previous analyses and subsequent reports for at least six months, unless a different period is required by law or regulations or in view of the objective of the analysis. The client has the option to shorten or extend the retention period at its request.
Storage of data collected by Labelnone, analyses and/or dashboards relating to work performed for the Client shall take place within Labelnone’s secure corporate network. Labelnone reserves the right to permanently remove or destroy Client data from its corporate network after the expiry of the 6-month retention period, or as much earlier as deemed appropriate by Client.
The Client guarantees and will confirm in writing upon Labelnone’s first request that:
advertising material supplied by Client or third parties engaged by Client is prepared in accordance with IAB standards, is free of technical defects and is suitable for the placement of performance measurement and control systems (including “tagging”);
information provided by the Client is correct and complete and the Client will always make it available to Labelnone in a timely and complete manner as well as that the Client will provide all other cooperation reasonably required for the performance of an Agreement;
Client will always act in accordance with applicable domestic and foreign laws and regulations, advertising codes, (property) rights or conditions of third parties and will take all necessary measures to that end;
Client will always provide a link to the landing page of a website exclusively (not used for other purposes) traceable by the applicable performance measurement system or otherwise exclusive link;
During the term of an Agreement, Client shall not modify, obscure or remove the measurement systems installed for the purpose of monitoring the results or user names and passwords provided and shall store them carefully, not make them available to third parties and secure them against any form of unauthorised use as well as, in case of any unauthorised use or upon Labelnone’s first request, immediately take all measures necessary to stop such use;
The Client shall indemnify Labelnone against any third party claims against Labelnone in the event of any breach by the Client of the foregoing obligations.
The Client is aware that Labelnone may use third-party software for the performance of the agreement and agrees to the terms and conditions associated with the use of such software, but only to the extent that the software used is explicitly mentioned in the agreement, order confirmation or other written communication between the Client and Labelnone agreeing to the performance of work;
For the calculation of the agreed fees, Labelnone’s administration and measurement systems shall be leading, unless a higher calculation follows from the Client’s measurement systems. In that case, the fee due will be calculated based on reasonably estimable measurement results;
Client is obliged to immediately remove any tags or “measurement code” placed immediately after termination of an Agreement for whatever reason, both on its own websites and any third party websites on which these tags have been placed, with the exception of tags belonging to Client.
If Client makes use of Labelnone’s (user) licence(s) to purchase media itself, Client accepts full responsibility for the execution and financial consequences.
Written instructions by Labelnone must always be strictly followed by the Client, but cannot fully or partially relieve the Client from ultimate responsibility. Any direct or indirect damage suffered by Labelnone as a result of performance by the Client shall be fully compensated. The Client shall ensure that payments to Labelnone are made in accordance with the agreed payment schedule and/or payment conditions. Any delay in meeting agreed payment deadlines shall entitle
Labelnone the right, without any prior written notice, to terminate the Agreement and temporarily or permanently cease performance.
Labelnone is in no way responsible for the possible consequences of such termination or cessation of performance.
If during the execution of the agreement it appears that for a proper execution it is necessary to modify or supplement the work to be performed, the parties will timely and in mutual consultation adjust the agreement accordingly.
If the parties agree that the agreement is amended or supplemented, the time of completion of the execution may be affected as a result. Labelnone will inform the Client of this as soon as possible.
If the amendment or supplement to the agreement will have financial consequences, Labelnone will inform the Client in advance.
If a fixed fee has been agreed, Labelnone will also indicate to what extent the amendment or supplement to the agreement will result in an overrun of this fee.
Agreements are entered into for a fixed term of 12 months unless the parties agree otherwise in writing. After expiry of the initial contract term, agreements are automatically renewed for the same term.
Stated deadlines for completion of an order can never be regarded as a deadline, unless the parties have expressly agreed otherwise in writing. If Labelnone fails to fulfil its obligations under the agreement or fails to do so on time, it must therefore be given written notice of default.
If Labelnone does not expect to fulfil its obligations within the specified period, it shall inform the Client as soon as possible.
Labelnone is entitled – with regard to the fulfilment of the Client’s financial obligations – to require advance payment or security from the Client before proceeding to provide the services.
Failure by Labelnone to meet a delivery deadline as referred to in article 9.2 of this article does not qualify as a shortcoming attributable to Labelnone and does not justify dissolution of the agreement by the Client, nor does it result in Labelnone being liable for compensation for any damage suffered by the Client as a result of the actual extended delivery deadline.
Article 11: Progress of the Agreement
Labelnone cannot be obliged to commence execution of the order until all necessary data are in its possession and it has received any agreed (instalment) payment. If delays arise as a result, the stated delivery times and agreed contract duration will be adjusted proportionally and Labelnone shall be entitled to suspend work, without prejudice to the Client’s obligation to fulfil its (payment) obligations.
If the provision of services cannot take place normally or without interruption due to causes beyond Labelnone’s control, Labelnone shall be entitled to charge the Client for the resulting costs.
Labelnone and the Client may agree a fixed fee for work to be performed, or fix the fee retrospectively based on actual hours spent. The parties will specify the amount of the fixed fee or the applicable hourly rate in writing.
In addition, the parties may agree to have the fee partly depend in one way or another on the result of the assignment. This can only be the case if the exact details are agreed upon in writing.
If the fee has not been set in writing, Labelnone is entitled to fix it on the basis of its usual (hourly) rates, valid for the period in which the work took place.
For agreements with a duration of more than two months, the fee due may be charged on a monthly basis.
The prices and/or hourly rates charged will be reviewed periodically (in principle per 1 January and/or 1 July) on the basis of wage and inflation figures, but will only result in adjustment of the fee agreed with the Client after the expiry of the first contract term in the case of fixed-term agreements, or a minimum period of 3 months in the case of open-ended agreements.
Media expenses (also “media buying costs”) are in principle paid by the Client directly to the relevant advertising platform (e.g. Google AdWords).
Both parties are obliged to keep confidential all confidential information they have obtained from each other or from other sources in the context of the Agreement. Information is considered confidential if this has been communicated by the other party or results from the nature of the information.
The Client shall not copy or otherwise make the confidential information available to third parties, except with the prior written consent of Labelnone.
The Client shall not use the confidential information for any purpose other than that for which it has been provided by Labelnone and shall not apply it in any way other than that specified by Labelnone. The Client shall not alter any documents or items containing Labelnone’s confidential information.
The Client is obliged to bind in writing its employees, agents and subcontractors who – necessarily – become aware of the confidential information to the same obligations of confidentiality as the Client, prior to obtaining confidential information.
In case of violation of one or more obligations under this article, the Client shall owe Labelnone an immediately payable fine of €5,000.00 per violation for each day that a violation continues. This penalty is without prejudice to Labelnone’s right to full damages in accordance with the law.
The provisions of this article shall remain in force even after termination or dissolution of the agreement.
Complaints about work performed must be notified in writing by the Client to Labelnone within 15 days of discovery, but at the latest within 30 days of completion of the relevant work, failing which the Client shall be deemed to have fully accepted the result of the assignment. The notice of default must contain as detailed a description of the shortcoming as possible, so that Labelnone is able to respond adequately.
If a complaint is justified, Labelnone will still perform the work as agreed, unless this has meanwhile become demonstrably pointless for the Client. The latter must be made known by the Client in writing.
If the subsequent performance of the agreed work is no longer possible or useful, Labelnone shall only be liable within the limits of Article 15.
Filing a complaint shall never suspend the Client’s payment obligations.
If a complaint is reported later than the deadline set, the Client shall no longer be entitled to have the complaint dealt with or to compensation.
If it is established that a complaint is unfounded, the costs thereby incurred, including investigation costs, on the part of
Labelnone shall be borne in full by the Customer.
All copyrights and other intellectual property rights relating to the services provided by Labelnone are vested in Labelnone. The Client acknowledges these rights and shall refrain from any infringement thereof. All copyrights and other intellectual property rights relating to, but not limited to, Google AdWords, Google Analytics and similar online accounts, shall be transferred to the Client “free of charge” upon first written request, but only if and as soon as the Client has fulfilled its (payment) obligations.
All copyrights and other intellectual property rights pertaining to the (online) tools and/or software made available to the Client by Labelnone are vested exclusively in their respective owners; the Client only acquires the right to use them in accordance with the specifically applicable terms of use, which the Client is deemed to have taken cognisance of.
All documents provided by Labelnone are exclusively intended to be used by the Client. The Client is not permitted to disclose or reproduce any information obtained from Labelnone in any form whatsoever, unless such disclosure is authorised in writing by Labelnone.
All documents delivered by Labelnone for fulfilment of the project, shall remain the property of Labelnone. Upon expiry or termination of the contract, Labelnone may request the Client to destroy or return these documents.
The Client shall indemnify Labelnone against all claims by third parties regarding intellectual property rights on information and documents made available by it to Labelnone and used in the performance of the contract.
Labelnone reserves the right to use the knowledge acquired in the execution of the work for other purposes, provided that no confidential information of the Client is disclosed to third parties in the process.
The Client vouches for the accuracy and completeness of the data provided by the Client to Labelnone in the context of the formation and execution of the agreement and will always inform Labelnone immediately in writing of any changes to the data provided. Labelnone is not liable for claims of the Client and/or third parties resulting from or relating to incorrect and/or incomplete data supplied by the Client to Labelnone, or any changes in the data supplied that were not timely reported by the Client to Labelnone.
Any liability of Labelnone and its employees and any persons engaged by Labelnone in the execution of the order shall be limited to the amount paid out in the relevant case under Labelnone’s professional/company liability insurance, including the excess to be borne by Labelnone.
In the event that Labelnone’s professional/company liability insurance as referred to in article 15.2 does not provide cover in a specific case, the liability of Labelnone as well as its employees and any persons engaged by Labelnone in the performance of the order shall be limited to a maximum of the total fees received by Labelnone over the three months preceding the event giving rise to the damage. This limitation of liability applies per year, regardless of the number of events causing damage.
The Client shall indemnify Labelnone against any claims by third parties who suffer damage in connection with the execution of the agreement, the cause of which is attributable to the Client.
Labelnone shall never be liable for damage suffered by the Client or third parties as a result of incorrect, incomplete or untimely information provided by the Client.
Labelnone shall never be liable for any damage whatsoever resulting from errors in software or other computer programs used by Labelnone.
Labelnone shall never be liable for any damage whatsoever resulting from the fact that (email) messages sent by the Client to Labelnone have not reached Labelnone.
Labelnone’s liability for indirect damage is excluded. Indirect damage is understood to mean all damage that is not direct damage and therefore in any case, but not limited to, consequential damage, loss of profit, missed savings, reduced goodwill, damage due to business stagnation, damage due to the non-determination of marketing purposes, damage related to the use of data or data files prescribed by the Client, or loss, mutilation or destruction of data or data files.
Labelnone shall not be liable for damage, loss or destruction of objects, materials, image or word data in any form made available by it or on behalf of the Client or manufactured by third parties at the Client’s request.
Advice provided by Labelnone are obligations of effort and not obligations of result. Guarantees of results shall not be deemed to have been given in the provision of advice. Labelnone is therefore not liable in respect of advice provided if no result is achieved.
Labelnone accepts no liability for loss or alteration of data supplied via digital data carriers or e-mail. The Client or any third parties engaged by him, should always check this data for accuracy and completeness.
Labelnone accepts no liability for the content of websites or multimedia expressions produced by it.
Labelnone does not accept any liability for the possible presence of viruses on the data carriers it supplies or data or software supplied or retrieved via the Internet. The Client must check the supplied information carriers, data or software for the presence of viruses himself.
No liability is assumed by Labelnone for information, freeware and shareware made available via the internet or intranet. Labelnone accepts no liability for the correctness of the available information or for the proper functioning of the available software, nor for the consequences thereof.
Unless performance by Labelnone is permanently impossible, Labelnone’s liability for attributable failure in the performance of the Agreement shall arise only if the Client gives Labelnone immediate notice of default in writing, setting a reasonable deadline for remedying the failure, and Labelnone continues to fail imputably in the performance of its obligations even after that deadline. The notice of default must contain as complete and detailed a description of the failure as possible, so that Labelnone is given the opportunity to respond adequately.
Any claim for damages by the Customer against Labelnone that is not specified and explicitly reported shall lapse by the mere expiry of twelve (12) months after the claim arose.
The exclusions and limitations referred to in this article shall lapse if and insofar as the damage is the result of intent or deliberate recklessness on the part of Labelnone or its management.
Invoicing shall be monthly in advance, payment shall be made within 14 days of the invoice date, in a manner to be indicated by Labelnone in the currency in which the invoice was made. Objections to the amount of the invoices do not suspend the payment obligation.
The Client shall make payments due to Labelnone without discount or setoff, except for settlement against offsettable advances relating to the agreement, which the Client has made to Labelnone. The Client is not entitled to suspend payment of invoices for work already performed.
If the Client fails in its obligation to pay the invoices within the stipulated payment term, the Client shall owe an interest rate equal to the statutory (commercial) interest rate plus 2% (in words: two percent) per month on top of the amount due.
In case of liquidation, bankruptcy, seizure or suspension of payment of the Client, Labelnone’s claims against the Client shall be immediately due and payable.
Labelnone is entitled to apply payments made by the Client first to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest. Labelnone may, without thereby being in default, refuse an offer of payment if the Customer designates a different sequence of attribution. Labelnone may refuse full repayment of the principal sum, if this does not include the interest still due, current interest and costs.
If the Client is in default or breach of one or more of its obligations to Labelnone, all costs incurred to obtain satisfaction out of court, such as in respect of writing reminders, summonses and including actual attorney’s fees and bailiff’s costs, shall be borne by the Client. These costs shall in any case amount to 15% (in words: fifteen per cent) of the total amount of the invoice due and not paid within the payment term.
If Labelnone proves to have incurred higher costs than the aforementioned percentages, the Client shall also owe Labelnone the excess.
The Client shall also owe Labelnone all costs incurred by Labelnone, including – but not limited to – actual attorney’s fees, court registry costs, in the course of legal proceedings, in all instances, unless these are unreasonably high in view of the prevailing and customary rates of e.g. attorneys at law, and unless Labelnone has been ruled against in legal proceedings by a final and conclusive judgment.
In the event that the Client has sent any digital message to Labelnone, it may only rely on the fact that such message has reached Labelnone if the Client has received a confirmation of its receipt, other than an automatic acknowledgement of receipt.
General information provided by Labelnone, whether or not on the Internet, whether or not at the request of the Client, is free of obligation and shall at no time be deemed to be advice given by Labelnone in the context of an order granted to it, except insofar as notice to the contrary is given by Labelnone or insofar as such advice is tailored to the Client’s personal situation.
Until the Client has notified Labelnone of a change of address, Labelnone may rely on the fact that the Client can be reached at the address it provided at the start of the assignment, including its email address.
Labelnone retains ownership of goods delivered and to be delivered under the agreement until such time as the Client has fulfilled its related payment obligations to Labelnone. These payment obligations consist of payment of the agreed price, plus any claims for work performed in connection with the agreement, as well as any claims for damages for failure to fulfil obligations on the part of the Customer.
Items subject to retention of title may only be resold by the Customer in the normal course of business.
If Labelnone invokes retention of title, the agreement concluded in this respect shall be deemed dissolved, without prejudice to Labelnone’s right to claim compensation for damages, lost profits and interest.
The Customer is obliged to immediately inform Labelnone in writing of the fact that third parties are asserting rights to items subject to retention of title under this article.
Labelnone has the right to (temporarily) decommission delivered products and/or services and/or restrict their use if the Customer fails to fulfil an obligation to Labelnone under the agreement, or acts in breach of the general terms and conditions. The obligation to fulfil the payment of amounts due shall continue to exist even during the decommissioning.
Labelnone shall activate the product and its service as soon as the Client has fulfilled its obligation and paid a correspondingly determined amount for the product or service.
If Labelnone has made items available to the Client in the execution of the order, the Client is obliged to return the delivered items at Labelnone’s request within 14 days in their original state, free of defects and in full. If the Principal fails to comply with this obligation, all resulting costs shall be for his account.
If, for any reason whatsoever, the Client still remains in default of the obligation referred to under 1. after being warned to do so, Labelnone shall be entitled to recover the resulting damage and costs, including replacement costs, from the Client.
In the event of force majeure, Labelnone shall be entitled, without judicial intervention, either to suspend performance of the agreement or to dissolve it, without being liable to pay any compensation. If the force majeure situation occurs when the agreement has been partially executed, the Client shall be bound to fulfil its obligations to Labelnone up to that time. All costs incurred by Labelnone up to that point shall be immediately due and payable in full.
Force majeure shall include war, riots, mobilisation, domestic and foreign unrest, government measures, strikes and lockouts by workers, disruption of currency exchange rates existing at the time of entering into the agreement, weather conditions, business interruptions due to fire, accident or other incidents and natural phenomena, irrespective of whether these circumstances occur at Labelnone, its suppliers or third parties engaged by it for the execution of the agreement.
Labelnone is entitled to terminate the agreement in writing at any time.
For agreements with a term of 12 months or less, the Client may terminate the agreement prematurely subject to a notice period of 2 calendar months. For agreements with a term of more than 12 months or for an indefinite term, the Client must observe a notice period of 3 calendar months.
If a fixed-term agreement is terminated prematurely by the Client, Labelnone is entitled to compensation for the resulting and plausible loss of capacity utilisation amounting to 50% of the regular fee calculated over the remaining original term of the agreement, unless facts and circumstances underlying the termination are attributable to Labelnone and the applicable (complaints) procedure has been followed by the Contractor. Furthermore, in such case the Client shall be obliged to pay the invoices for work performed up to that time. The preliminary results of the work performed up to that point will therefore be made available to the Client subject to reservation.
Labelnone is authorised to suspend the fulfilment of its obligations or to dissolve the agreement, if: the Client does not fulfil the obligations under the agreement, or does not fulfil them in full or in a timely manner; after the conclusion of the agreement, circumstances come to the knowledge of Labelnone which give good reason to fear that the Client will not fulfil the obligations; when concluding the agreement, the Client was asked to provide security for the fulfilment of its obligations under the agreement and this security is not provided or is insufficient; if, due to a delay on the part of the Client, Labelnone can no longer be required to fulfil the agreement under the conditions originally agreed, Labelnone is entitled to dissolve the agreement.
Furthermore, Labelnone is authorised to dissolve the agreement if circumstances arise of such a nature that fulfilment of the agreement is impossible or if other circumstances arise of such a nature that the unaltered maintenance of the agreement cannot reasonably be required of Labelnone.
If the agreement is dissolved, Labelnone’s claims against the Client shall become immediately due and payable. If Labelnone suspends fulfilment of its obligations, it shall retain its claims under the law and the agreement.
If Labelnone proceeds to suspension or dissolution, it shall in no way be obliged to compensate for damages and costs incurred in any way.
If the dissolution is attributable to the Client, Labelnone shall be entitled to compensation for the damage, including costs, incurred directly and indirectly as a result.
If the Client fails to comply with its obligations under the agreement and this non-compliance justifies dissolution, Labelnone shall be entitled to dissolve the agreement immediately and with immediate effect, without any obligation on its part to pay any compensation or indemnification, while the Client shall be obliged to pay compensation or indemnification by virtue of default.
If the agreement is terminated prematurely by Labelnone, Labelnone will, in consultation with the Client, arrange for the transfer of any outstanding work to third parties. This unless the termination is attributable to the Client. If the transfer of the work involves additional costs for Labelnone, these will be charged to the Client. The Client shall be obliged to pay these costs within the period stated, unless Labelnone indicates otherwise.
In the event of liquidation, (application for) suspension of payments or bankruptcy, attachment – if and insofar as the attachment has not been lifted within three months – at the Client’s expense, debt restructuring or any other circumstance due to which the Client can no longer freely dispose of its assets, Labelnone shall be free to terminate the agreement immediately and with immediate effect, or to cancel the order or agreement, without any obligation on its part to pay any damages or compensation. Labelnone’s claims against the Client shall in such case be immediately due and payable.
If the Customer cancels a placed order in full or in part, the items ordered or prepared for it, plus any costs already incurred, the loss of profit thereof and the working time reserved for the execution of the agreement, shall be charged to the Customer in full.
If a Client wishes changes in the execution of a provided project or order, Labelnone is not obliged to do so. Labelnone is then authorised to cancel the order. In that case, the Client shall be liable for any damages suffered by Labelnone, including loss of profit and costs incurred.
During the collaboration with Labelnone plus a period of 12 months, the Client is not permitted to recruit (former) employees of Labelnone or to give assignments as freelancer or self-employed person, without prior written approval by the management of Labelnone. In case of violation of the provisions of this article, the Client shall owe Labelnone an immediately payable fine of €25,000 plus €2500.00 for each day that a violation continues. This penalty is without prejudice to Labelnone’s right to full damages in accordance with the law.
Notwithstanding the statutory rules on the jurisdiction of the civil courts, any dispute between Labelnone and the Client, in the event that the court has jurisdiction, shall be settled by the District Court of Amsterdam, even if the Client is a party not domiciled in the Netherlands.
However, Labelnone remains entitled to sue the Client before the court with jurisdiction under the law or applicable international treaty.
Any agreement between Labelnone and the Client shall be governed exclusively by Dutch law.
If the agreement between Labelnone and the Client is governed by a version of these terms and conditions in a language other than Dutch, in interpreting the text of the provisions, that which is intended in the Dutch text shall be decisive. This means that when interpreting as much as possible, a connection must be sought with what is intended to be agreed in the Dutch text, whereby the parties agree that there should be as grammatical an interpretation as possible of the wording of the provisions of these terms and conditions.
Labelnone is entitled to amend these terms and conditions. Such amendments shall take effect at the time announced and after Labelnone has sent the amended terms and conditions, electronically or otherwise, to the Client.
