In these general terms and conditions, the following terms, always starting with a capital letter, are used with the meanings stated below.
1. Fris Social B.V.: the private limited liability company Fris Social B.V., the user of these general terms and conditions, having its registered office at Eerste Boerhaavestraat 8G, 1091SB Amsterdam, registered with the Dutch Chamber of Commerce under number 95893660.
2. Client: any legal entity or natural person acting in the exercise of a profession or business with whom Fris Social B.V. has concluded or intends to conclude an Agreement.
3. Parties: Fris Social B.V. and the Client jointly.
4. Agreement: any agreement between the Parties under which Fris Social B.V. has committed itself towards the Client to provide Services.
5. Services: the services that Fris Social B.V. has committed itself to provide to the Client under an Agreement, including but not limited to, in the broadest sense of the word, the setup and management of online marketing campaigns, including any content creation.
6. In Writing: communication in writing and communication by email or WhatsApp.
1. These general terms and conditions apply to every offer made by Fris Social B.V., every Agreement that is concluded, and all legal relationships arising therefrom between the Parties.
2. The applicability of any general terms and conditions of the Client, under whatever name, is expressly rejected.
3. Deviations from these general terms and conditions are only valid if expressly agreed upon In Writing. If and insofar as the provisions of these general terms and conditions deviate from what the Parties have expressly agreed In Writing, the latter shall prevail.
4. The invalidity or nullity of one or more provisions of these general terms and conditions or of the Agreement as such shall not affect the validity of the remaining provisions. In such a case, the Parties shall enter into consultation in order to agree on a replacement arrangement for the invalid provision, taking into account as much as possible the purpose and intent of the original provision.
1. Every offer by Fris Social B.V. to enter into an Agreement is without obligation, even if Fris Social B.V. has indicated that the offer is only valid for a certain period of time. An offer may still be revoked by Fris Social B.V. immediately, or at least as soon as possible, after acceptance by the Client.
2. Fris Social B.V. cannot be held to its offer if the Client can reasonably understand that the offer or part thereof contains an obvious mistake or clerical error.
3. Without prejudice to the provisions of paragraph 1, an Agreement is concluded at the moment the offer of Fris Social B.V., in the manner designated by Fris Social B.V. if applicable, is accepted by the Client. If the acceptance by the Client deviates from the offer made by Fris Social B.V., the Agreement shall not be concluded in accordance with that deviating acceptance unless Fris Social B.V. indicates otherwise.
1. The Client is obliged to provide Fris Social B.V., as soon as possible and as required for the setup and execution of the Agreement, with all information that is reasonably relevant to the setup and execution of the Agreement, in full and in the manner prescribed by Fris Social B.V. The Client guarantees the accuracy of all information provided by him to Fris Social B.V.
2. The Client must also always provide Fris Social B.V. with all cooperation necessary for the execution of the Agreement, including granting all authorities and authorisations, such as providing login details for access to the relevant advertising platforms, that are required for proper execution of the Agreement. The Client shall take all reasonable measures to optimise the execution of the Agreement.
1. The Agreement is entered into for an indefinite period, unless the nature and/or content of the Agreement implies that the Agreement ends upon completion of the Services (project-based).
2. An Agreement entered into for an indefinite period ends by termination In Writing with due observance of a notice period of one month. Termination shall take effect at the end of the month, meaning that the notice period only commences on the last day of the calendar month in which the termination takes place.
3. If the Client proceeds with interim cancellation of the Agreement (project-based) or does not observe the applicable notice period (indefinite period), Fris Social B.V. is entitled to claim compensation for the loss of profit resulting from the cancellation. This compensation shall amount to the sum to which Fris Social B.V. would also have been entitled if the Agreement had ended in the regular manner. In the case of an hourly rate, the expected loss of profit of Fris Social B.V. will be used as the basis for determining the said compensation. A reasonably established expectation of the loss of profit by Fris Social B.V. shall be binding on the Client.
1. Fris Social B.V. is at all times authorised to outsource the execution of the Agreement in whole or in part to third parties and to involve third parties in the execution of the Agreement. The applicability of Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is excluded.
2. These general terms and conditions are also stipulated for the benefit of any third parties engaged by Fris Social B.V. in the execution of the Agreement. These third parties may therefore, insofar as the right to performance of the relevant provisions is not exclusively reserved for Fris Social B.V., invoke the provisions of these general terms and conditions against the Client as if they themselves were a party to the Agreement.
3. It is possible that third parties engaged by Fris Social B.V. in connection with the execution of the Agreement may wish to limit their liability. Fris Social B.V. assumes, and if necessary stipulates, that the Agreement concluded with it includes the authority to accept such a limitation of liability also on behalf of the Client.
1. Fris Social B.V. shall make every effort to meet any execution and/or delivery deadlines agreed with the Client, but these deadlines are to be regarded solely as indicative, non-fatal deadlines. Fris Social B.V. shall not be in default until the Client has given Fris Social B.V. notice of default In Writing, stating a reasonable period for performance, and Fris Social B.V. has still failed to perform after the expiry of that period.
2. If Fris Social B.V. depends on data to be provided by the Client or on efforts to be made by the Client for the execution of the Agreement, and such data is not supplied in time or such efforts are not made in time, Fris Social B.V. is entitled to suspend execution and/or delivery for the duration of the delay.
3. Default on the part of Fris Social B.V. gives the Client the right to dissolve that part of the Agreement to which the default relates, but never the right to additional or substitute compensation.
1. The Client is obliged to submit any complaint regarding the execution of the Agreement by Fris Social B.V. In Writing and with reasons within seven days after discovery, or reasonably being able to discover, the alleged shortcoming.
2. Complaints regarding invoice amounts must be submitted In Writing to Fris Social B.V. within seven days after the invoice date, failing which the Client’s right to object shall lapse.
3. If the Client does not submit a complaint in time, no obligation or liability whatsoever shall arise for Fris Social B.V. from such a complaint.
4. Even if the Client submits a complaint in time, his obligation to make full and timely payment, as well as his obligation to continue performing the Agreement, shall remain in force.
1. Fris Social B.V. is not obliged to fulfil the Agreement (further) for as long as it is unable to do so due to force majeure. Force majeure includes, in addition to what is understood by law and case law, technical malfunctions, fire, accident, illness or other incapacity for work of staff or engaged third parties, transport restrictions, power outages, disruptions in communication connections and the like, as a result of which fulfilment of the Agreement is permanently or temporarily impossible.
2. If the force majeure situation makes fulfilment of the Agreement permanently impossible or lasts or is expected to last longer than three months, the Parties are entitled to dissolve the Agreement with immediate effect.
3. If Fris Social B.V. has already partially fulfilled its obligations upon the occurrence of the force majeure situation, or can only partially fulfil its obligations, it is entitled to invoice the already executed part or the still executable part of the Agreement separately as if there were an independent Agreement. Other damage as a result of force majeure is not eligible for compensation.
1. Fris Social B.V. is entitled to suspend the further execution of the Agreement for as long as the Client fails to fulfil his due and payable obligations under the Agreement (including these general terms and conditions). Suspension of the Services does not release the Client from his future obligations under the Agreement; in the case of an Agreement for an indefinite period, subsequent instalments will continue to be invoiced.
2. Fris Social B.V. is entitled to dissolve the Agreement in whole or in part with immediate effect if the Client fails to fulfil his obligations under the Agreement, fails to do so in time, or fails to do so properly, unless the shortcoming, given its special nature or minor significance, does not reasonably justify dissolution and its consequences. If performance is not permanently impossible, the right of dissolution only arises after the Client has been given notice of default In Writing by Fris Social B.V., with a reasonable period for performance, and performance has still not taken place after expiry of that period. This does not apply if Fris Social B.V. must infer from a statement of the Client that the Client will fail in performance, in which case a notice of default would be pointless.
3. Unless the Client has already fully complied with his (future) payment obligations towards Fris Social B.V., Fris Social B.V. is entitled to dissolve the Agreement in whole or in part with immediate effect if the Client has been declared bankrupt, if any attachment has been levied on his assets, or if he is otherwise unable to freely dispose of his assets.
4. Fris Social B.V. is also entitled to dissolve the Agreement in whole or in part if circumstances arise that are of such a nature that performance of the Agreement is impossible or that unamended continuation of the Agreement cannot reasonably be required of Fris Social B.V.
5. The Client shall never be entitled to any form of compensation in connection with the suspension and/or dissolution exercised by Fris Social B.V. under this Article.
6. If the ground for suspension or dissolution of the Agreement can be attributed to the Client, Fris Social B.V. is entitled to compensation from the Client for the damage suffered as a result.
7. If Fris Social B.V. dissolves the Agreement under this Article, all outstanding claims against the Client shall become immediately due and payable.
1. The offer of Fris Social B.V. expressly states the agreed fixed (periodic) price and/or the hourly rate at which the Services are provided.
2. All amounts stated by Fris Social B.V. and owed by the Client are exclusive of VAT, unless expressly stated otherwise In Writing.
3. Fris Social B.V. is entitled to change the agreed price of an Agreement entered into for an indefinite period. Fris Social B.V. shall inform the Client In Writing of a price increase no later than two months before the price change takes effect.
4. The price of the Services does not include costs payable to third parties, including advertising costs for online marketing campaigns; the Client is responsible for paying these external costs to the relevant third parties. The Client is also responsible for the set advertising budgets and, where applicable, the duration of advertising. Costs related to the implicit continuation of advertising campaigns or incorrectly set budgets can never be recovered from Fris Social B.V.
5. Unless the Parties have expressly agreed otherwise In Writing, Fris Social B.V. is entitled, in the case of project-based Services as referred to in Article 5.1, to demand partial or full advance payment. In the case of an Agreement for an indefinite period, invoicing shall take place monthly, unless expressly agreed otherwise In Writing.
6. Fris Social B.V. is not obliged to (further) perform the Agreement for as long as the Client is in default of any due and payable payment obligation towards Fris Social B.V.
7. Payments must be made by bank transfer within 14 days of the invoice date, unless expressly agreed otherwise In Writing.
8. Fris Social B.V. is entitled to make invoices available to the Client exclusively by email.
9. The Client is always obliged to pay without invoking suspension or set-off.
10. If timely payment is not made, the Client shall be in default by operation of law. From the day this default occurs, the Client shall owe interest of 2% per month on the outstanding amount, with part of a month counted as a full month.
11. All reasonable costs, whether judicial, extrajudicial, or enforcement costs, incurred in obtaining payment of amounts owed by the Client, shall be borne by the Client.
1. Fris Social B.V. is not liable for damage caused by inaccuracies or incompleteness in the data provided by the Client, any other failure by the Client to fulfil obligations arising from law or the Agreement, or any other circumstance that cannot be attributed to Fris Social B.V.
2. Fris Social B.V. provides the agreed Services to the best of its knowledge and ability and in accordance with the requirements that may be expected of a competent professional. However, Fris Social B.V. is only bound by an obligation of best efforts; Fris Social B.V. cannot guarantee results (such as increased turnover or sales), as these also depend on external circumstances over which Fris Social B.V. has no or no decisive influence. Fris Social B.V. is not liable for the absence of results.
3. Liability of Fris Social B.V. for indirect damage, consequential damage, loss of profit, missed savings, reduced goodwill, business interruption damage, damage resulting from claims by customers of the Client, mutilation or loss of data, damage related to the use of software prescribed by the Client to Fris Social B.V. from third parties, and all other forms of damage other than those mentioned in the following paragraph, on whatever basis, is excluded.
4. The limitations of liability included in these general terms and conditions do not apply if the damage is due to intent or deliberate recklessness on the part of Fris Social B.V. or its managerial subordinates. Fris Social B.V. is only liable for direct damage attributable to it. Direct damage is understood exclusively as:
* reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these general terms and conditions;
* reasonable costs necessary to have the defective performance of Fris Social B.V. conform to the Agreement;
* reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of the direct damage as defined in these general terms and conditions.
5. If, notwithstanding the exclusions of liability contained in the previous paragraphs, any liability should rest with Fris Social B.V., such liability shall at all times be limited to once the invoice value of the Agreement, or at least the part of the Agreement to which the liability relates, or, if the Agreement has been in effect for longer than six months, the part of the price owed over the last six months, with the understanding that the liability of Fris Social B.V. shall in any case at all times be limited to at most the amount actually paid out under the professional liability insurance taken out by Fris Social B.V. in the relevant case, increased by the deductible applicable under that insurance.
6. The limitation period for all legal claims against Fris Social B.V. is 12 months after such claim arises.
7. If, in the execution of the Agreement, the Client provides Fris Social B.V. with goods such as photos, logos, texts, etc. that are protected under the Dutch Copyright Act or any other intellectual property right, the Client guarantees that no infringement of third-party intellectual property rights occurs and indemnifies Fris Social B.V., in and out of court, against all consequences arising from the use, duplication, or reproduction thereof.
The Client indemnifies Fris Social B.V. against any claims by third parties who suffer damage in connection with the Agreement and whose cause is attributable to parties other than Fris Social B.V. If Fris Social B.V. is held liable by third parties in this respect, the Client is obliged to assist Fris Social B.V. both in and out of court and to immediately do everything that may reasonably be expected of him in that case. If the Client fails to take adequate measures, Fris Social B.V. is entitled, without notice of default, to take such measures itself. All costs and damage incurred by Fris Social B.V. and/or third parties as a result thereof shall be borne in full by the Client.
1. Fris Social B.V. reserves all intellectual property rights and powers granted to it by law, such as under the Dutch Copyright Act. Insofar as these rights do not rest with third parties, ownership of the content produced by Fris Social B.V., as well as of provided ideas, concepts, proposals, etc., shall remain with Fris Social B.V. These items may only be used by the Client for the intended purposes agreed between the Parties and may not be reproduced, duplicated, edited, or disclosed to third parties outside these intended purposes without the prior Written consent of Fris Social B.V.
2. Any infringement of the intellectual property rights of Fris Social B.V. attributable to the Client entitles Fris Social B.V. to demand immediate cessation of the infringement as well as compensation, to be determined on the basis of the nature and scope of the infringement.
1. Fris Social B.V. reserves the right to use the results of executed campaigns (such as reach, engagement, turnover, or other statistics) for its own marketing and communication purposes, including but not limited to use on the website, social media, presentations, and other expressions. If the Client objects to this, this must be stated In Writing. In that case, Fris Social B.V. will not (further) share the relevant results.
1. Fris Social B.V. is at all times entitled to transfer its rights and obligations under the Agreement to a third party, for example in connection with a change in its legal form.
2. Dutch law exclusively applies to every Agreement and all legal relationships arising therefrom between the Parties.
3. Before resorting to the courts, the Parties are obliged to make every effort to settle any dispute by mutual consultation.
4. In the first instance, only the competent court within the district of the Midden-Nederland District Court shall have jurisdiction to hear any legal disputes between the Parties, without prejudice to the right of Fris Social B.V. to designate another court with jurisdiction under the law.
5. If these general terms and conditions are available in multiple languages, the Dutch version shall always be decisive for the interpretation of the provisions contained therein.
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