REWARD TERMS AND CONDITIONS
Article 1: Definitions
In these general terms and conditions, the following definitions apply:
1.1 Contractor: the private limited company BuroContent B.V., also trading under the trade name Reward, located at 's-Gravendijckseweg 9 in (2201 CZ) Noordwijk and registered with the Chamber of Commerce under number 83045392.
1.2 Client: the natural or legal person who enters into or wishes to enter into an agreement with the Contractor.
1.3 Agreement: the agreement between the Contractor and the Client concerning the provision of services.
1.4 Services: all services offered and to be provided by the Contractor in the field of online marketing, including but not limited to search engine optimization, link building, content creation, and advertising campaigns.
1.5 Parties: the Client and Contractor jointly.
Article 2: Applicability
2.1 These general terms and conditions apply to all quotations, offers, agreements, and deliveries of Services by the Contractor.
2.2 Deviations from these general terms and conditions are only binding if they have been agreed in writing between the parties. In the event of any conflict between the provisions of the Agreement and the provisions of the general terms and conditions, the provisions of the Agreement shall prevail.
2.3 The applicability of any purchasing or other conditions of the Client is expressly rejected.
2.4 If any provision proves to be invalid or voidable, the other provisions of the general terms and conditions will remain in full force. In that case, the Parties will consult with each other to agree on a new provision whose meaning is as close as possible to the meaning of the invalid or voidable provision.
2.5 The Contractor is authorized to amend the general terms and conditions or to add provisions. In that case, the Contractor will send the amended version of the general terms and conditions to the Client, stating that the amended version will take effect 30 days after receipt. If the Client does not agree with the amended version of the general terms and conditions, the Client may terminate the Agreement with one month's notice. This must be done in writing.
Article 3: Quotations and offers
3.1 All quotations and offers made by the Contractor are without obligation, unless stated otherwise in writing. Offers and quotations are not valid for future orders or Agreements.
3.2 Quotations are valid for 30 days after the date of issue, unless otherwise indicated.
3.3 The Contractor is not bound by quotations or offers if the Client can reasonably understand that they contain an obvious mistake or clerical error.
3.4 Offers and quotations are based on the data, drawings, specifications, and other information provided by the Client. The Contractor may assume that this information is accurate.
Article 4: Formation of the Agreement
4.1 The Agreement is concluded at the moment that the Client accepts the Contractor's quotation or offer in writing or electronically and the Contractor confirms this acceptance, or at the moment that the Contractor, after approval of the quotation or offer, commences the performance of the Services.
4.2 If the Client's acceptance deviates from the offer in the quotation, the Agreement will only be concluded if the Contractor agrees to these deviations in writing.
Article 5: Duration and termination of the Agreement
5.1 The Agreement is entered into for an initial period of three months, unless otherwise agreed. After the first three months, the Agreement will be automatically renewed for an indefinite period, unless the Agreement is terminated in writing in accordance with Article 5.2.
5.2 During the first three months, the Agreement may be terminated by either party without liability for damages.
5.3 After the initial period, a three-month notice period applies, whereby notice of termination must be given in writing by the end of the month.
5.4 A three-month notice period applies to link building services at all times.
5.5 The Contractor also has the right to terminate the Agreement with immediate effect if:
- the Client, after having been given notice of default by the Contractor and after having been given a period of fourteen days, fails to fulfill the obligations under the Agreement, or fails to do so in a timely manner or in full;
- if the Client is granted a moratorium on payments or if the Client's bankruptcy is requested, if the Client's company is liquidated or terminated other than for the purpose of restructuring or merger.
Article 6: Performance of Services and obligations of the Client
6.1 The Contractor shall perform the Services to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
6.2 The Contractor has the right to have certain work carried out by third parties if this is necessary for the proper performance of the Agreement.
6.3 The Contractor shall first submit drafts to the Client for approval. The Contractor shall never be liable for errors, deviations, and defects that have not been discovered by the Client at that time or have not been reported to the Contractor.
6.4 All Agreements shall be performed on the basis of the data, specifications, and information provided by the Client. The Client must always cooperate fully with the Contractor and provide the information requested by the Contractor at the first request, so that the Contractor can properly execute the Agreement. The Client guarantees the accuracy, completeness, and reliability of the data and documents provided.
6.5 If the Client fails to provide the necessary information in a timely manner or in full, the Contractor shall be entitled to suspend the performance of the agreement and to charge the Client for the additional costs resulting from the delay in accordance with the usual rates. In that case, the Contractor is entitled to terminate or dissolve the Agreement with immediate effect, in which case the Client is obliged to compensate the Contractor for any damage incurred as a result.
Article 7: Rates and payment terms
7.1 All amounts agreed and/or stated by the Contractor are exclusive of (sales) tax(es) and other levies, unless otherwise agreed in writing.
7.2 Invoicing for the agreed Services and budgets takes place in advance at the beginning of the month.
7.3 Any differences in budgets will be invoiced retrospectively.
7.4 An administration fee of 7.5% will be charged on budget advances.
7.5 Advances for advertising budgets must be paid within 7 days of the invoice date.
7.6 Any expenses incurred, or to be incurred, in connection with the performance of the Agreement, including travel and accommodation expenses and costs of third parties engaged, are not included in the price and will be charged separately.
7.7 Payment of other invoices must be made within 14 days of the invoice date, unless otherwise agreed in writing.
7.8 In the event of late payment, the Client shall be in default by operation of law and shall owe the statutory (commercial) interest. All judicial and extrajudicial collection costs shall also be borne by the Client.
7.9 The Client is not entitled to suspend any payment. Nor is the Client entitled to set off any amounts owed. The Contractor is entitled to suspend its obligations under the Agreement if the Client fails to fulfill its (payment) obligations.
7.10 The rates may be indexed annually by the Contractor as of January 1.
Article 8: Unused hours due to the Client
8.1 If the Contractor is unable to use the agreed hours due to negligence on the part of the Client, such as failure to link a payment method, reaching the credit card limit, or account restrictions, these hours will lapse.
8.2 Unused hours resulting from negligence on the part of the Client cannot be used retrospectively for other purposes.
Article 9: Liability and indemnification
9.1 The Contractor excludes all liability for damage. If the Contractor is nevertheless liable due to an attributable failure to perform the Agreement or on the basis of another legal ground, the Contractor will only be liable for direct damage; liability for any form of indirect damage is excluded. Compensation for damage is limited to a maximum of the amount paid out by the Contractor's insurer in respect of the event causing the damage, but in any case limited to a maximum of the invoice amount excluding VAT that the Contractor has invoiced or will invoice for the relevant part of the Agreement. In any case, compensation for damage shall never exceed €5,000.00.
9.2 The Client indemnifies the Contractor against all claims from third parties (regarding damage) caused by or related to the performance of the Agreement or the Services provided.
9.3 If the Contractor uses the Client's contact files, the Client is and remains responsible for the correct delivery of that data. The Client declares and guarantees that the contacts in question may be contacted in writing, in accordance with the applicable legislation such as the Telecommunications Act and the GDPR. The Client indemnifies the Contractor and compensates the Contractor for claims and fines from third parties, including the contacts included in a contact file and supervisory authorities such as the Dutch Data Protection Authority (AP) and the Netherlands Authority for Consumers and Markets (ACM).
9.4 The Contractor shall not be liable for damage to third parties caused by the infringement of any intellectual property rights through the use of data, documents, and information, including drawings and logos, provided by the Client to the Contractor. The Client indemnifies the Contractor against any claims in this regard.
9.5 The Contractor shall not be liable for damage resulting from the use of incorrect URLs or pages and the budget consumed as a result, nor for budget overruns due to the Client entering an incorrect budget.
Article 10: Deadlines and force majeure
10.1 The Contractor shall endeavor to deliver the Services by the agreed deadlines. Such deadlines are indicative only and cannot therefore be regarded as strict deadlines.
10.2 In the event of force majeure, the Contractor's obligations will be suspended. If the period during which the Contractor is unable to fulfill its obligations due to force majeure lasts longer than two months, the Parties will each be entitled to terminate the Agreement without any obligation to pay compensation in that case.
10.3 Force majeure includes, but is not limited to: circumstances that prevent the fulfillment of the Agreement and that cannot be attributed to the Contractor, such as disruptions in the internet or telecommunications infrastructure, natural disasters, pandemics, war, the inadequacy of goods, programs, and other equipment with which the Contractor must work in accordance with the Client's instructions, or other situations of force majeure.
Article 11: Confidentiality
11.1 The parties are obliged to maintain confidentiality regarding all confidential information that they have obtained from each other or from other sources within the framework of the Agreement. Information is considered confidential if this has been communicated by the other party or if this arises from the nature of the information.
11.2 If, on the basis of a statutory provision or a court ruling, the Contractor is obliged to disclose confidential information to third parties designated by law or by the competent court, and the Contractor cannot invoke a legal right of non-disclosure recognized or permitted by the competent court, the Contractor shall be obliged to comply. In that case, the Contractor shall not be obliged to pay any compensation or indemnification and the Client shall not be entitled to terminate the Agreement.
11.3 In the event of a breach of an obligation under Article 11, the Client shall owe a lump sum penalty of €5,000.00 per breach and a penalty of €500.00 per day that the breach continues, without prejudice to the Contractor's right to recover the actual damage from the Client.
Article 12: Intellectual property rights
12.1 All intellectual property rights relating to the materials developed or made available by the Contractor, including reports, advice, designs, software, etc., are vested in the Contractor, unless otherwise agreed in writing.
12.2 All quotations, drawings, models, programs, software, and working methods relating to or arising from the Agreement are and remain the property of the Contractor.
12.3 The Client is not permitted to reproduce, publish, or exploit the materials referred to in Article 12 without the Contractor's prior written consent.
Article 13: Changes and additional work
13.1 If, during the performance of the Agreement, it appears that it is necessary for the proper performance of the Agreement to modify or supplement the work to be performed, the Parties shall amend the Agreement accordingly in a timely manner and in mutual consultation.
13.2 If the amendment or addition to the Agreement has financial and/or qualitative consequences, the Contractor will inform the Client of this in advance.
13.3 If a fixed fee has been agreed, the Contractor will indicate to what extent the amendment or addition to the Agreement will result in this fee being exceeded. Furthermore, the Client declares that it understands that an amendment to the Services and/or additional work may cause the (delivery) deadlines to be postponed.
Article 14: Applicable law and dispute resolution
14.1 The Client is not entitled to transfer the rights and obligations under the Agreement to a third party without the Contractor's consent.
14.2 All legal relationships to which the Contractor is a party shall be governed exclusively by Dutch law.
14.3 Any disputes between the Contractor and the Client shall be submitted exclusively to the competent court in the district where the Contractor is established.
These general terms and conditions were drawn up on April 28, 2025, and filed with the Chamber of Commerce under number 83045392.