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Terms and Conditions
General Terms and Conditions Eazlee BV
Article 1: Definitions 1a 'Client' means any (legal) person who wishes to conclude or has concluded an agreement with Eazlee BV and its representatives. Clients, including owners of a sole proprietorship, are never considered small entrepreneurs who can be equated with consumers for the execution of agreements with the Contractor. 1b 'Contractor' means Eazlee BV Article 2: Applicability 2a These general terms and conditions apply to all quotations and agreements relating to products, services and facilities offered by the Contractor. Deviation from the general terms and conditions is only possible if this has been accepted in advance and in writing by the Contractor. 2b The applicability of any general terms and conditions used by the Client is expressly rejected. 2c The Contractor has the right to unilaterally change these general terms and conditions. These changes also apply to agreements that were already in effect at the time of the changes. The latest version can always be viewed on the Eazlee website or requested from the Chamber of Commerce. 2d If a provision of the agreement or the general terms and conditions proves to be invalid, this will not affect the validity of the entire agreement or the other terms and conditions. The 2nd Client has the right to terminate the agreement within four weeks after changing the general terms and conditions if the changes are objectively to the detriment of the Client. If the Client has not terminated the agreement in a timely manner, the changes will be considered accepted by the Client. Article 3: Quotations 3a All quotations from the Contractor are without obligation, unless expressly stated otherwise in writing. 3b Unless previously withdrawn, all quotations are valid for 30 days after the date of the quotation in question, unless otherwise stated. Quotations must be confirmed by the Client within this period by letter, email or electronic signature before the Contractor accepts the assignment. Article 4: Project Execution 4a The Contractor will carry out the quoted project to the best of its knowledge and ability and will make every effort to carry out the work properly and to the best of its ability, but cannot guarantee that the result desired by the Client will be achieved through the work. This is an obligation of efforts, not an obligation of results. 4b The Client ensures that all information that the Contractor indicates is necessary for the proper execution of the project is provided to the Contractor in a timely manner. If the information required for the execution of the project is not provided to the Contractor on time, the Contractor has the right to suspend the execution of the project and/or charge the Client for the additional costs resulting from the delay. Article 5: Delivery 5a If a term has been agreed for the delivery of certain work, this is only an indicative term and not a strict term. This also applies to the effective date; this is a target date and not a 'hard' date from which rights can be derived. 5b If the Contractor expects not to meet the commencement date or a delivery period, it will inform the Client of this as soon as possible. Article 6: Reporting SEO / SEA 6a Reporting takes place according to the project proposal as offered. If no other reporting method is specified in the quotation, reporting - namely a concise quarterly report/summary of the work without time registration - will be done in Dutch by e-mail, a maximum of once per quarter and only at the request of the Client, no later than three months after the relevant quarter unless otherwise agreed in writing. 6b Where appropriate, reports can be expanded with text and explanations from the campaign manager. The Client cannot derive any rights from this. 6c If reporting is only possible through a link with Analytics, the Client is responsible for providing the Analytics login details. Article 7: Changes to the project scope 7a If during the execution of the project it appears that it is desirable or necessary for proper implementation to change or supplement the work to be carried out, the parties will determine the scope of the project in a timely manner and in mutual consultation. adjust project. 7b If the parties agree that the scope of the project will be changed or expanded, the time of delivery and the agreed project price may change. The Contractor will inform the Client of this as soon as possible. Article 8: Confidentiality 8a The parties are obliged to maintain confidentiality of all confidential information that they have obtained from each other or from another source in the context of the project in question. 8b Information is considered confidential if it has been labeled as such by the other party or if this arises from the nature of the information in question. 8c The Contractor reserves the right to use the Client's name as a reference and to publish it as such. The Contractor also reserves the right to use results achieved through statistics, for example, as a reference for potential customers or partners, provided that the name of the Client in question is not mentioned or cannot be linked to these results. 8d The (personal) data provided to the Contractor via the Client's sites will be treated confidentially. The information provided is recorded in a file. This information will not be made available to third parties unless the third party(ies) concerned perform(s) work for the Contractor in the context of the present assignment. Article 9: Intellectual property 9a All copyrights and other intellectual property rights relating to the services provided by the Contractor belong to the Contractor. The Client acknowledges these rights and will refrain from any infringement thereof. 9b All documents provided by the Contractor are exclusively intended for use by the Client. The Client is not permitted to disclose and/or reproduce information obtained from the Contractor in any form, unless such disclosure is permitted in writing by the Contractor or arises from the purpose of the project. 9c All documents provided by the Contractor to complete the project remain the property of the Contractor. After the end of the project or after termination of the contract, the Contractor can request the Client to destroy or return these documents. 9d The Client indemnifies the Contractor against all claims from third parties regarding intellectual property rights relating to the publication of the information and documents provided to the Contractor. The 9th Contractor reserves the right to use the knowledge acquired during the performance of the work for other purposes, provided that no confidential information from the Client ends up with third parties. Article 10: Contract duration and termination 10a Contracts are entered into for a minimum period of 12 months unless the parties expressly agree otherwise in writing. 10b A fixed-term contract cannot be terminated prematurely. This applies to all fixed-term contracts of any duration. 10c A fixed-term contract is always automatically extended after the period stated in the contract for the same period, but at least for 12 months, unless notice of termination is given by registered letter towards the end of the (extended) contract period and taking into account a notice period of three months. 10d The Contractor also has the right to cancel or terminate the contract with immediate effect if: - the Client is in default in fulfilling its obligations under the agreement; - The Client is in liquidation, has been declared bankrupt or the Natural Persons Debt Restructuring Act has become applicable to him or the Client has been granted a suspension of payments. Article 11: Prices 11a The Contractor does not provide its services on a no cure no pay basis, but exclusively on the basis of fixed rates. 11b All prices and cost estimates are exclusive of VAT, unless stated otherwise. 11c If no fixed price is agreed, the price will be determined on the basis of hours actually spent. The price will then be calculated in accordance with the usual hourly rates of the Contractor, applicable in the period in which the work is carried out, unless a different hourly rate has been agreed. 11d The prices used can be revised periodically (in principle on January 1 and/or July 1 of each year) on the basis of wage and inflation figures. 11e Prices are based, among other things, on factors applicable at the time of the statement or conclusion of the agreement or quotation, including wages, social and tax charges, levies, insurance premiums, etc. 11f If after the conclusion of the agreement and before the completion of If these or other price-determining factors change in the provision of services, the Contractor has the right to (further) adjust the prices it charges and to invoice the Client. Article 12: Invoicing, payment term and collection costs 12a Invoices are sent to the Client monthly by e-mail. 12b Payment must be made by direct debit, unless otherwise agreed. To this end, the customer must issue a (digital) authorization for a SEPA Business Direct Debit when entering into the agreement. If for any reason, including reversals, no automatic payment is made, payment must be made within 14 days after the invoice date, unless otherwise agreed, in a manner to be specified by the Contractor and in the currency in which the invoice was issued. If the Client agrees to direct debit, all invoice amounts will be collected by the Contractor from the account specified by the Client until the direct debit authorization has been revoked. The collection period for direct debit is approximately fourteen days after the invoice date. If the Client chooses not to issue an authorization, a payment term of 14 days applies and €8.50 administration costs will be charged per invoice. 12c After the expiry of the aforementioned strict payment term of 14 days or the other agreed term after the invoice date, the Client is in default without further notice being required. From the moment of default, the Client owes interest of 1% per month on the amount due, unless the statutory commercial interest rate is higher, in which case the statutory commercial interest rate applies with a minimum of €45. 12d After the payment term has expired and after at least one formal notice, the Contractor is entitled to suspend its work and services with immediate effect and to stop invoicing until full payment has been made. 12e The suspension period will not be settled retroactively after full payment and ceasing invoicing does not affect the Client's obligation to pay in full for the entire contract period. 12f In the event of liquidation, application of the WSNP, bankruptcy or suspension of payment of the Client, the claims of the Contractor and the obligations of the Client towards the Contractor will be immediately due and payable. 12g If the Client is in default or in default in the (timely) fulfillment of its obligations, all reasonable costs incurred to obtain payment out of court will be borne by the Client, whereby the extrajudicial costs amount to at least 15% of the principal sum with a minimum of €300.00. 12h The Client will then be obliged to reimburse the Contractor for the start-up costs incurred by the Contractor, as well as the agreed amounts for the contract period stated in the quotation - with a maximum of 36 months. 12i If the Contractor has made demonstrable but unsuccessful efforts to get the outstanding invoices paid, it will hand over the file to a bailiff's office for collection. From that moment until full payment, the contacts are made through that office. 12j In that case, the Client now and for the future grants the Contractor a right of pledge on the domain name(s) in question. Article 13: Liability 13a The Contractor is in no way liable for damage suffered by the Client, such as for damage caused by: errors in advice, materials and/or automated files provided by the Contractor; - by or on behalf of. texts, images or other data provided by the Client or unlawful use thereof by the Client; - the content of advertisements or publications by other clients or authors in the same or another edition, section and/or elsewhere in the electronic service, which may detract from the Client's intended purpose of the publication in question; - failure by the Client to follow the advice provided by the Contractor; - the services offered by the Contractor or the manner in which the services are provided by the Contractor appear to be unauthorized; - disruptions in the electronic services of the Contractor and third parties, such as search engines, providers, network operators or other telecommunications networks; - clicking on advertisements placed by the Contractor on behalf of the Client, which do not lead to a page visit to the Client's website; - alleged or otherwise infringement of trademark rights on the basis of which third parties can sue the Client. 13b The Contractor is under no circumstances liable for consequential damage, indirect damage, business damage or damage caused by assistants and/or third parties that the Contractor has engaged in the execution of the agreement. 13c If - with due observance of the previous paragraphs - liability arises for the Contractor at any time for damage suffered by the Client due to an attributable shortcoming in the performance of the obligations under this agreement by the Contractor, this liability is in all cases limited to a maximum the invoice value of that specific part of the agreement to which the liability relates. 13d Damage for which the Contractor is liable on the basis of the previous paragraph is only eligible for compensation if the Client has notified the Contractor of this in writing within 30 days of its occurrence, unless the Client can demonstrate that he could not reasonably have incurred this damage sooner. was able to report. 13e Any complaint regarding the execution of any assignment must be submitted by the Client to the Contractor in writing within 30 days after the defect in the execution occurred, otherwise any claim will lapse. 13f The Client indemnifies the Contractor against liability of third parties with regard to damage of any nature whatsoever arising from or in connection with the execution of the agreement. 13g The Contractor expressly does not guarantee that the Client will comply with current laws and regulations by purchasing services from the Contractor, including but not limited to the General Data Protection Regulation, the Telecommunications Act and the Civil Code. Article 14: Force Majeure 14a The Contractor is not liable in the event of force majeure. In these general terms and conditions, force majeure is defined as, in addition to what is understood by law and case law: all external causes, foreseen or unforeseen, over which the Contractor has no influence, but as a result of which the Contractor is unable to fulfill its obligations. . Force majeure in any case includes: strike, excessive absenteeism of staff, a (temporary) shortage of staff, fire, business and technical disruptions within the office or at external parties engaged by the Contractor and in particular disruptions in the search engines, at the discretion of the Contractor, not having sufficient information or providing incorrect information, or the lack of sufficient cooperation by the Client. 14b In the event of force majeure, the Contractor is entitled to regard the agreement (in whole or in part) as dissolved or to dissolve it, or to cancel the assignment without being obliged to pay any compensation to the Client. In this case, the Contractor is obliged to immediately inform the Client of this. 14c If the Contractor is able to partially fulfill its obligations when the force majeure occurs, it is entitled to invoice separately for the part already carried out or executable and the Client is obliged to pay this invoice as if it were a separate agreement. Article 15: Specific provisions Online Marketing 15a The contractor will never give guarantees on turnover, profit, number of visitors, quotations, requests or contacts or other turnover-related matters arising from any product. For this reason, the Contractor cannot be held liable or declared in default for/due to disappointing sales results or other turnover-related results resulting from the services or products provided by the Contractor. Article 16: Specific provisions SEO (Search Engine Optimization) 16a The contractor is not liable if certain SEO work cannot be carried out because the (foreign) CMS is limited and proves not to be possible within the CMS. 16b The Contractor is not liable if work cannot be carried out or cannot be carried out on time due to lack of cooperation, input or contact from the Client or the web builder (or other executor). The relevant best efforts obligation lies with the executing party. 16c The Contractor is not liable for the (negative) consequences in the campaign/results caused by adjustments to the website by or on behalf of the Client and/or third parties not from the Contractor's sphere. 16d The Contractor reserves the right to remove links and/or landing pages obtained by it for the Client on the Contractor's partner network or through relations or customers of the Contractor upon termination of the agreement during and after the contract term. 16e After termination of the agreement, adjustments made on site for the purpose of optimization will be retained; These can then no longer be restored or adjusted free of charge. 16f No rights can be derived from keyword positions that are measured and reported. These positions are measured as objectively as possible, but they may differ per user due to Google's algorithm. If deviations have necessarily arisen compared to previously proposed keywords, the Contractor is not liable for this. 16g The Contractor is never responsible for content placed on the internet for the benefit of the Client. By entering into an SEO agreement, the Client agrees that the Contractor posts content on behalf of the Client and that the Client remains responsible for this at all times. Content can be viewed immediately after placement of the Contractor in the Eazlee CMS. 16h Client agrees to spend from the available budget for photo costs. The contractor determines when and how often images are purchased. The Client remains liable for visual material that the Client provides itself as well as for visual material selected from the 'websites without copyright on photos' designated by the Contractor. 16i The Contractor is not liable for the use of photo, video and audio material that is made available on the Client's website or via external channels affiliated with the company (set up and maintained by the Contractor, such as social media channels, external blog posts, external articles), as well as the hosting provided by the Contractor. 16y The Contractor is not responsible for the content of posts on social media & online presence channels/accounts. 16k The Contractor is not responsible for the speed of a reconsideration (automatic & manual) based on a previously awarded penalty. 16l The Contractor is never liable to the Client for penalties, decrease in positions, decrease in traffic, reduction of conversions or website/webshop turnover or for other negative consequences such as an algorithm change or work on the website SEO. 16m If the website is not managed by the Contractor, the Client is responsible for providing the login for FTP, CMS, control panel as well as webmaster tools/Analytics and other required accounts such as the existing social media channels. 16n Social media channels that are set up by the Contractor for the SEO work for the Client can be transferred in consultation after termination of the contract. This does not apply to paid social media accounts and platforms that the Contractor has set up for use by multiple clients, nor does it apply to the use of accounts for online presence. 16o The costs of work that must be done by third parties for SEO purposes will be borne by the Client. Article 17: Specific provisions SEA (Search Engine Advertising) 17a Part of the campaign manager's work consists of monitoring the campaign and analyzing data. Another part of the work can be found in the change history of the Google Ads account. 17b If the Client wishes to suspend his campaign/account or has no budget, the management fee will continue regardless of whether the campaign is active or not. 17c If the Contractor sets up an account where the Contractor also pays the budget, this remains the property of the Contractor; it cannot be transferred even after termination of the contract. 17d If the Contractor creates an account on behalf of the Client and the Client pays directly with Google, the Client becomes the owner of the account. The 17th Client remains responsible for the entire SEA campaign, including keywords used and advertisement texts. 17f The Contractor cannot be held liable for rejected advertising texts, lost turnover due to a campaign not being live, reduction in conversions or website/webshop turnover or for other negative consequences. 17g Google Ads is an advertising program of Google and not of the Contractor. This maintains and optimizes a campaign as best as possible, but is always dependent on how this program behaves. The Client must comply with the Google Ads regulations. 17h Positions with Google Ads are created on the basis of a bidding system, which means that the Contractor can never give guarantees on certain positions. 17i During the contract term, the Client is not permitted to advertise or have advertised on search engines on which the Contractor has a campaign running for the Client with advertisements that link to the same website(s) as the advertisements that the Contractor has placed for the Client. 17j The performance of work by a third party (web builder) or by the Client itself on the website for the benefit of the SEA campaign (placing scripts for the purpose of measuring conversions, Analytics, etc.) is under the responsibility of the Client and not of the Contractor. . The Contractor is not responsible for missing data if a script has not been placed (properly) by the Client/web builder or external party. 17k The Contractor is not liable if certain Google Ads functionalities cannot be activated due to limitations of the website/CMS or due to the limitations of the Client's products (such as products without EAN numbers). 17l The Contractor is not liable for the (negative) consequences with regard to the campaign or the results, if these consequences are caused by adjustments to the website or Google Ads campaign by the Client and/or third parties. Article 18: Specific provisions for web support and hosting 18a The Contractor is not liable for the consequences if a website hosted by it becomes offline. 18b If payment is not made for any service from the Contractor, the Contractor is entitled, after a demand, to put the website offline and/or to remove the domains from the registration. 18c If the Client wishes to move its website, a one-off amount of € 250.00 excluding VAT and moving costs will be charged. Other resulting costs will also be charged. Article 19: Specific provisions Eazlee CMS (Content Management System) 19a CMS called Eazlee CMS is owned by the Contractor. Article 20: Specific provisions for website/webshops 20a For optimal functioning of the website/webshop in the Eazlee CMS, hosting must be purchased from the Contractor. 20b If the Contractor has delivered a website and made it live, the Contractor can no longer be held liable for future problems with search engine friendliness, for the consequences of technical errors, layout or other problems regarding the website or the operation of the CMS. the website. Article 21: Specific provisions Google My Business 21a The Contractor does not guarantee the display of or (top) positions for the Google My Business page. 21b In the event that Google no longer shows the Google My Business pages for the chosen keyword, the work can be converted into SEO work to improve local findability online. Article 22: Specific social media provisions 22a The Contractor is not liable for: - the rights to (visual) content (photos, videos) posted on the Client's social media channels; - the (unlawful) mention of protected brand names on the Client's social media channels; - any damage to the image caused by messages posted on the Client's social media channels. 22b The Contractor is not responsible for paying out prizes for competitions on the Client's social media channels. Article 23: Specific provisions CRO 23a The Contractor is not liable for enforcing privacy legislation by using tools that register personal data and user behavior on the Client's website. 23b The Contractor provides no guarantee that the generated turnover/profit/conversion ratio will actually increase by purchasing the service. The service is exclusively aimed at analyzing, researching and recommending conversion optimization points, not at the actual implementation of these recommendations on the relevant website. Article 24: Specific provisions regarding e-mail marketing 24a The contractor is not liable for: - checking and enforcing the legal guidelines for collecting an e-mail file; - the processing of registrations and unsubscribes from any mail file. 24b The Client is responsible for ensuring that the e-mail addresses in the customer database of the customers have been lawfully obtained in accordance with the guidelines of the Code for Advertising via E-mail (CODE EMAIL 2012) - this means that the customers have had the opportunity to send commercial e-mails to refuse emails - and that new customers have actively given permission to receive commercial emails. 24c The Contractor is not liable for any disputes that may arise in the future with the Advertising Code Committee, resulting from failure to comply with the above. Article 25: Specific provisions regarding link building 25a The Client has the right to remove link entries on websites under the Client's own management after termination of the contract. 25b The Contractor has the right to place or remove link entries on websites without the Client's permission. 25c The Contractor is not liable for: - any (negative) consequences for the Contractor arising from approaching the Contractor's stakeholders for the purpose of link building; - the financial processing of paid links placed to the Client's website. 25d The Contractor does not guarantee that a posted link will actually remain valid during the entire contract period. Article 26: Transfer and adjustment of the agreement 26a The Contractor is entitled to transfer the rights and obligations under this agreement in whole or in part to a third party without written permission from the Client. Article 27: Competent court and applicable law 27a All agreements between parties and obligations arising therefrom or related thereto are governed by Dutch law. 27b All disputes arising from or related to the agreements and commitments referred to in the previous paragraph will in the first instance be submitted exclusively to the civil sector or the subdistrict sector of the Lelystad District Court, except to the extent provided for in Article 108 paragraph 2 WBRv the jurisdiction of the subdistrict court judge in another location arises. Article 28: Location These conditions have been filed with the Chamber of Commerce of Gooi-, Eem- and Flevoland in Lelystad and are published online at https://eazlee.com. Article 29: Masculine form used Where the Client is referred to in the masculine form in these general terms and conditions, the feminine form is also meant where appropriate.